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[SCHEDULE 13D] Helix Acquisition Corp. III Major Shareholder Acquisition (>5%)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Helix Holdings III LLC and Bihua Chen have filed a Schedule 13D showing significant sponsor control of Helix Acquisition Corp. III’s Class A ordinary shares. Helix Holdings III LLC reports beneficial ownership of 4,750,000 Class A ordinary shares (including Class B founder shares on an as-converted basis), representing 21.5% of the class. Bihua Chen, as managing member of the sponsor’s general partners and CEO and chair of the Issuer, is deemed to beneficially own 5,550,000 Class A ordinary shares, or 25.2%.

The filing details 4,252,500 founder Class B shares acquired for $25,000, 497,500 private placement Class A shares purchased for $4,975,000, and 800,000 Class A “Insider Public Shares” bought in the IPO for $8,000,000. A letter agreement and related contracts impose voting commitments in favor of a future business combination, extensive lock-up and redemption waivers, registration rights, an administrative services and indemnification arrangement, a $300,000 sponsor promissory note, and the potential for up to $1,500,000 of related-party loans convertible into post-combination private placement shares.

Positive

  • None.

Negative

  • None.





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
1. Helix Holdings III LLC (the "Sponsor") holds (i) 4,252,500 Class B ordinary shares, $0.0001 par value (the "Class B ordinary shares"), of Helix Acquisition Corp. III ("Issuer"), which are convertible into the Issuer's Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), 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, as described under the heading "Description of Securities--Founder Shares and Private Placement Shares" in the Issuer's prospectus (File No. 291993) (the "Final Prospectus"), and (ii) 497,500 Class A ordinary shares ("Private Placement Shares") acquired pursuant to a Private Placement Shares Purchase Agreement by and between the Sponsor and the Issuer dated January 22, 2026 (the "Private Placement Shares Purchase Agreement"), which was filed as Exhibit 10.4 to the Issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 27, 2026 (File No. 001-43069) (the "Form 8-K"). 2. 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. Cormorant Private Healthcare GP VI, LLC ("Cormorant VI GP") and Cormorant Global Healthcare GP, LLC ("Cormorant Global GP") serve as the general partners of Cormorant Fund VI and Cormorant Global Healthcare Master Fund, LP, respectively. Bihua Chen is the managing member of each of Cormorant VI GP and Cormorant Global GP. Accordingly, Ms. Chen has voting and investment discretion with respect to the ordinary shares held of record by Helix Holdings III LLC. Ms. 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. 3. Based on an aggregate of (i) 17,250,000 Class A ordinary shares outstanding issued in the Issuer's initial public offering (the "Public Shares"), (ii) 497,500 Private Placement Shares and (iii) 4,312,500 Class B ordinary shares, each as reported by the Issuer in the Form 8-K. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity, all Class A ordinary shares issuable upon the conversion of Class B ordinary shares held by such person or entity were deemed outstanding if such securities are currently exercisable, or will become exercisable within 60 days of the date of this report. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The Sponsor holds (i) 4,252,500 Class B ordinary shares of the Issuer, which are convertible into the Issuer's Class A ordinary shares 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, as described under the heading "Description of Securities--Founder Shares and Private Placement Shares" in the Issuer's Final Prospectus, and (ii) 497,500 Private Placement Shares acquired pursuant to a Private Placement Shares Purchase Agreement, which was filed as Exhibit 10.4 to the Form 8-K. (2) Helix Holdings III LLC is the record holder of 4,750,000 of the securities reported herein. Cormorant Fund VI and Cormorant Global Healthcare Master Fund, LP, together own 100% of the membership interests in Helix Holdings III LLC. Cormorant VI GP and Cormorant Global GP serve as the general partners of Cormorant Fund VI and Cormorant Global Healthcare Master Fund, LP, respectively. Bihua Chen is the managing member of each of Cormorant VI GP and Cormorant Global GP. Accordingly, Ms. Chen has voting and investment discretion with respect to the ordinary shares held of record by Helix Holdings III LLC. Ms. 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. (3) Cormorant Global Healthcare Master Fund, LP is the record holder of 800,000 of the securities reported herein. Cormorant Global GP serves as the general partner of Cormorant Global Healthcare Master Fund, LP. Ms. Chen is the managing member of Cormorant Global GP. Accordingly, Ms. Chen has voting and investment discretion with respect to the ordinary shares of record held by Cormorant Global Healthcare Master Fund, LP. 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) Based on an aggregate of (i) 17,250,000 Public Shares, (ii) 497,500 Private Placement Shares and (iii) 4,312,500 Class B ordinary shares, each as reported by the Issuer in the Form 8-K. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity, all Class A ordinary shares issuable upon the conversion of Class B ordinary shares held by such person or entity were deemed outstanding if such securities are currently exercisable, or will become exercisable within 60 days of the date of this report. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.


SCHEDULE 13D


Helix Holdings III LLC
Signature:/s/ Bihua Chen
Name/Title:Bihua Chen, Managing Member of Helix Holdings III LLC
Date:01/29/2026
Bihua Chen
Signature:/s/ Bihua Chen
Name/Title:Bihua Chen
Date:01/29/2026
HELIX ACQUISITION CORP III

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