Helix Acquisition Corp III-A美股招股说明书(2026-01-23版)

HELIX ACQUISITION CORP.III 15,000,000 ClassA ordinary shares Helix Acquisition Corp.III is a blank check company incorporated as a Cayman Islands exempted company forthe purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses, which we refer to as our initial business combination (the“Company”). We will have 24months from the closing of this offering to complete our initial businesscombination (the “completion window”). We have not selected any specific business combination target and wehave not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with anybusiness combination target with respect to an initial business combination with us. This is an initial public offering of our ClassA ordinary shares, par value $0.0001 per share, which we refer toas our public shares, at an initial public offering price of $10.00. The underwriters have a 45-day option fromthe date of this prospectus to purchase up to an additional 2,250,000 ClassA ordinary shares to cover over-allotments, if any. Unlike certain other special purpose acquisition company initial public offerings (“SPACIPOs”), investors in this offering will not receive warrants that would become exercisable following completionof our initial business combination. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinaryshares that were sold as part of this offering, which we refer to collectively as our public shares, in connectionwith the completion of our initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below as of twobusiness days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trustaccount (less taxes paid or payable (other than excise or similar taxes)), divided by the number of then issuedand outstanding public shares, subject to the limitations and on the conditions described herein. As furtherdescribed in this prospectus, our articles provide that a public shareholder, together with any affiliate or anyother person with whom such shareholder is acting in concert or as a “group” (as defined under Section13 oftheExchangeActof1934, as amended, the “ExchangeAct”), will be restricted from redeeming its public shareswith respect to more than an aggregate of 20% of the public shares sold in this offering, without our priorconsent. Each public shareholder may elect to redeem their public shares irrespective of whether they vote foror against an initial business combination, or whether they do not vote or abstain from voting on the initialbusiness combination, and regardless of whether they hold public shares on the record date established inconnection with our initial business combination. If we are unable to complete our initial business combination within the completion window, we will redeem100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account, including interest earned on the funds held in the trust account (less taxes paid or payable(other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by thenumber of then issued and outstanding public shares, subject to applicable law and certain limitations and on theconditions as further described herein. We may seek shareholder approval to amend our articles to extend thedate by which we must consummate our initial business combination. If we seek shareholder approval for anextension, holders of our public shares will be offered an opportunity to redeem their shares upon approval ofsuch extension, regardless of whether they abstain, vote in favor of or vote against such extension. Our sponsor, Helix HoldingsIII LLC, a Cayman Islands limited liability company formed for the purpose ofinvesting in us (the “sponsor”), has committed to purchase an aggregate of 475,000 ClassA ordinary shares (or497,500shares if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per share in aprivate placement for an aggregate purchase price of $4,750,000 in the aggregate (or $4,975,000 if theunderwriters’ over-allotment option is exercised in full), that will close simultaneously with the closing of thisoffering. These ClassA ordinary shares, which we refer to as the private placement shares, are identical to theClassA ordinary shares sold in this offering, subject to certain limited exceptions as described in thisprospectus. Table of Contents Our initial shareholders, which include our sponsor, currently own an aggregate of 4,252,500 ClassB ordinaryshares, par value $0.0001 per share (the “ClassB ordinary shares” or the “founder shares,” and together with theClassA ordinary shares, the “ordinary shares”), up to 562,500