Helix Acquisition Corp II-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NUMBER001-41955 HELIX ACQUISITION CORP. II(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number) Registrant’s telephone number, including area code:(857)702-0370 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and file such reports).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentivebased compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates as of June 28, 2024(the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $163,520,000, computed byreference to the closing price for the Class A ordinary shares on such date, as reported on the Nasdaq Global Market (“Nasdaq”). As of March 10,2025, there were18,909,000of the registrant’s Class A ordinary shares, $0.0001 par value and4,600,000of theregistrant’s Class B ordinary shares, $0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. PART I1Item 1.Business.1Item 1A.Risk Factors.8Item 1B.Unresolved Staff Comments.40Item 1C.Cybersecurity.40Item 2.Properties.40Item 3.Legal Proceedings.40Item 4.Mine Safety Disclosures.40PART II41Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities.41Item 6.Reserved.41Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.41Item 7A.Quantitative and Qualitative Disclosures about Market Risk47Item 8.Financial Statements and Supplementary Data.F-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.48Item 9A.Controls and Procedures.48Item 9B.Other Information.48Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.48Part III49Item 10.Directors, Executive Officers and Corporate Governance.49Item 11.Executive Compensation.56Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.57I