Amendment: Chairperson and CEO Chen Bihua was granted 497,500 units of Class A Ordinary Shares and bought $8,000,000 worth of Class A Ordinary Shares (800,000 units at $10.00) (SEC Form 4)
$HLXC
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Helix Acquisition Corp. III [ HLXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/26/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/26/2026 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 01/26/2026 | A | 497,500 | A | $10 | 497,500 | I(1) | See Footnote(1) | ||
| Class A Ordinary Shares | 01/26/2026 | P | 800,000 | A | $10 | 800,000 | I(2)(3) | See Footnote(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares(4) | (4) | 01/22/2026 | J(5) | 718,750 | (4) | (4) | Class A Ordinary Shares | 718,750 | (4)(5) | 4,252,500 | I(1) | See Footnote(1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Helix Holdings III LLC is the record holder of the securities reported herein. Cormorant Private Healthcare Fund VI, LP ("Cormorant Fund VI") and Cormorant Global Healthcare Master Fund, LP, together own 100% of the membership interests in Helix Holdings III LLC. Bihua Chen is the managing member of each of Cormorant Fund VI and Cormorant Global Healthcare Master Fund, LP and has voting and investment discretion with respect to the ordinary shares held of record by Helix Holdings III LLC. Bihua Chen disclaims any beneficial ownership of the securities held by Helix Holdings III LLC other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
| 2. This form amends a Form 4 previously filed for the Reporting Person on January 26, 2026 to correct the number of shares that should have been reported on such date, which now includes shares purchased by Cormorant Global Healthcare Master Fund, LP in the Issuer's initial public offering, as described in further detail in the Issuer's registration statement on Form S-1 (File No. 333-291933) ("Registration Statement"). |
| 3. Cormorant Global Healthcare Master Fund, LP is the record holder of such securities. Ms. Chen is the managing member of Cormorant Global Healthcare Master Fund, LP and has voting and investment discretion with respect to the ordinary shares of record held thereby. Ms. Chen disclaims any beneficial ownership of the securities held by Cormorant Global Healthcare Master Fund, LP other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
| 4. As described in the Registration Statement, under the heading "Description of Securities--Founder Shares and Private Placement Shares", the terms of the Class B ordinary shares, par value $0.0001 per share, provided at issuance that they would automatically convert into Class A ordinary shares, par value $0.0001 per share, concurrently with or immediately following the consummation of the Issuer's initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
| 5. On January 22, 2026, the Issuer 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 Helix Holdings III LLC. |
| Remarks: |
| Helix Holdings III LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. |
| /s/ Bihua Chen, Name: Bihua Chen | 01/28/2026 | |
| /s/ Helix Holdings III LLC, by Bihua Chen, Managing Member | 01/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||