Helix Acquisition Corp. III 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Cautionary Note Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Annual Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of our management team (“Management”) for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Overview We are a blank check company incorporated in the Cayman Islands on September 10, 2025 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash derived from the proceeds of the IPO and the sale of the Private Placement Shares, our shares, debt or a combination of cash, shares and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 10, 2025 (inception) through December 31, 2025 were organizational activities, those necessary to prepare for the IPO, described below, and subsequent to the closing of the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-operating income in the form of interest and/or dividend income on investments held in the trust account. We expect to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses. For the period from September 10, 2025 (inception) through December 31, 2025, we had a net loss $51,482, which consisted of formation, general, and administrative costs. Liquidity and Capital Resources Until the consummation of the IPO, our only source of liquidity was an initial purchase of shares of Class B ordinary shares by the sponsor and loans from the sponsor. As of December 31, 2025, we had $25,000 in cash and working capital deficit of $279,478. Subsequent to the annual period covered by this Annual Report on Form 10-K, on January 26, 2026, the Company consummated the IPO of 17,250,000 Class A ordinary shares, which includes the full exercise by the underwriters of their over-allotment option of 2,250,000 public shares, at $10.00 per public share, generating gross proceeds of $172,500,000. Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 497,500 Private Placement Shares, to the sponsor at a price of $10.00 per Private Placement Share, generating gross proceeds of $4,975,000. 48 Following the IPO, the full exercise of the over-allotment option, and the sale of the Private Placement Shares, we incurred transaction costs totaling to $7,505,053, consisting of $1,725,000 of cash underwriting fees, $5,175,000 of deferred underwriting fees, and $605,053 of other offering costs. For the period from September 10, 2025 (inception) through December 31, 2025, net cash used in operating activities was $0. Net loss of $51,482 was affected by formation, general, and administrative costs paid through promissory note – related party of $44,316 and changes in accrued expenses of $7,166. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that an initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement shares of the post-initial business combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the sponsor a total of $6,458 per month for office space, utilities and secretarial, and administrative support services. The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 2,250,000 public shares to cover over-allotments, if any. On January 26, 2026, the underwriters elected to fully exercise their over-allotment option to purchase an additional 2,250,000 public shares at a price of $10.00 per public share. The underwriters were entitled to a cash underwriting discount of $1,725,000 (1% of the gross proceeds of the public shares sold in the IPO). Additionally, the underwriters were entitled to a deferred underwriting discount of 3% of the gross proceeds of the IPO held in the trust account, $5,175,000 in the aggregate upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. At the Company’s sole and absolute discretion, up to $500,000 of this amount may be paid to third parties not participating in the IPO that assist the Company in consummating its initial business combination. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. 49 Critical Accounting Estimates and Policies The preparation of the audited financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates. Net Loss per Class B ordinary share Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares issued and outstanding during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 562,500 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised. As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on September 10, 2025, inception. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. Item 7A. Quantitative and Qualitative Disclosure About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. Item 8. Financial Statements and Supplementary Data Reference is made to pages F-1 through F-16 comprising a portion of this Report, which are incorporated herein by reference. 50 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.