REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2024 • Helix Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2024, is made and entered into by and among Helix Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Helix Holdings II LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
16,000,000 Class A Ordinary Shares Helix Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2024 • Helix Acquisition Corp. II • Blank checks • New York
Helix Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to sell to Leerink Partners LLC (the “Underwriter”), 16,000,000 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to 2,400,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 14th, 2024 • Helix Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2024 by and between Helix Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Helix Acquisition Corp. II c/o Cormorant Asset Management, LP Boston, MA 02116Letter Agreement • February 14th, 2024 • Helix Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Helix Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Leerink Partners LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 18,400,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (including up to 2,400,000 shares that may be purchased to cover over-allotments, if any) (the “Class A Ordinary Shares”). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordinary Shares listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • February 14th, 2024 • Helix Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of February 8, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Helix Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Helix Holdings II LLC, a Cayman Islands limited liability company (the “Purchaser”).
HELIX ACQUISITION CORP. II c/o Cormorant Asset Management, LP 200 Clarendon Street, 52nd Floor Boston, MA 02116Letter Agreement • February 14th, 2024 • Helix Acquisition Corp. II • Blank checks
This letter agreement (this “Agreement”) by and between Helix Acquisition Corp. II (the “Company”) and Helix Holdings II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
