Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Shareholder
Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A ordinary shares are listed on Nasdaq
under the symbol “HLXC.”
Holders
As of December 31, 2025, prior to our IPO, there
were three holders of record of our Class B ordinary shares and there were no Class A ordinary shares issued. As of March 1, 2026, there
was one holder of record of our Class A ordinary shares and three holders of record of our Class B ordinary shares. The number of holders
of record does not include a substantially greater number of “street name” holders or beneficial holders whose Class A ordinary
shares are held of record by banks, brokers and other financial institutions.
Dividends
We have not paid any cash dividends on our ordinary shares to date
and do not intend to pay cash dividends prior to the completion of our initial business combination even if we have substantial assets
outside the trust account. Our articles provide that, prior to the completion of our initial business combination, no dividends or other
distributions will be payable on our Class A ordinary shares from assets held outside the trust account, and no additional sums will be
deposited into the trust account following the completion of this offering, unless approved by the written consent of the holders of not
less than two-thirds of our Class B ordinary shares. The payment of cash dividends following the completion of our initial business combination
will be within the discretion of our board of directors at such time and will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition at such time. There is no certainty we will be in a position to, or decide to, pay cash dividends
after completing any business combination. Further, if we incur any indebtedness in connection with our initial business combination,
our ability to declare dividends following completion of our initial business combination may be limited by restrictive covenants we may
agree to in connection therewith.
Securities Authorized for Issuance under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities; Use
of Proceeds from Registered Offerings
On November 20, 2025, our sponsor paid $25,000,
or approximately $0.006 per share, to cover certain of our offering and formation costs in exchange for 4,312,500 founder shares. On December
1, 2025, our sponsor surrendered 718,750 founder shares to us for no consideration, resulting in our sponsor holding a total of 3,593,750
founder shares. On December 4, 2025, our sponsor transferred 30,000 founder shares to each of our independent directors, Mark McKenna
and John Schmid, resulting in our sponsor holding a total of 3,533,750 founder shares. On January 22, 2026, the Company effected a share
capitalization with respect to the Class B ordinary shares resulting in the issue and allotment of 718,750 Class B ordinary shares to
our sponsor, resulting in our sponsor holding a total of 4,252,500 founder shares. The founder shares will automatically convert into
Class A ordinary shares immediately prior to, concurrently with or immediately following the completion of a business combination or earlier
at the option of the holder on a one-for-one basis, subject to adjustment.
On January 26, 2026, we consummated our IPO of
17,250,000 Class A ordinary shares, including the issuance of 2,250,000 Class A ordinary shares as a result of the IPO underwriters’
exercise in full of its over-allotment option. The Class A ordinary shares were sold at a price of $10.00 per share, generating gross
proceeds to the Company of $172,250,000. Leerink Partners LLC and Oppenheimer & Co. Inc. acted as joint book-running managers. The
securities sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (No. 333-291993). The SEC
declared the registration statement effective on January 22, 2026.
Simultaneously with the closing of the IPO, we
completed the private placement of 497,500 Private Placement Shares at a purchase price of $10.00 per Private Placement Share, to the
sponsor, generating gross proceeds to the Company of $4,975,000. Such securities were issued pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
Transaction costs of the IPO amounted to $7,505,053,
consisting of $ 1,725,000 of cash underwriting fee, $5,175,000 of deferred underwriting fee, and $ 605,053 of other offering costs.
Of the gross proceeds received from the IPO, including
the over-allotment option shares and the private placement of Private Placement Shares, $172,500,000 was placed in the trust account established
with Continental Stock Transfer & Trust Company acting as trustee in connection with the IPO.
There has been no material change in the planned
use of proceeds from such use as described in our IPO prospectus (File No. 333-291993) filed with the SEC on January 23, 2026.
Item 6. [Reserved.]
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