01/26/2026 | Press release | Distributed by Public on 01/26/2026 16:03
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: 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(2) | (2) | 01/22/2026 | J(3) | 718,750 | (2) | (2) | Class A Ordinary Shares | 718,750 | (2)(3) | 4,252,500 | I(1) | See Footnote(1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LP 200 CLARENDON ST, 52ND FLOOR BOSTON, MA 02116 |
X | X | Chairperson and CEO | |
|
Helix Holdings III LLC C/O CORMORANT ASSET MANAGEMENT LP 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA 02116 |
X | See Remarks | ||
| /s/ Bihua Chen, Name: Bihua Chen | 01/26/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Helix Holdings III LLC, by Bihua Chen, Managing Member | 01/26/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 ("Cormorant 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 Master Fund 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) | As described in the Issuer's registration statement on Form S-1 (File No. 333-291933) ("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. |
| (3) | 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. |
|