United States securities and exchange commission logo
February 6, 2024
Bihua Chen
Chief Executive Officer
Helix Acquisition Corp. II
200 Clarendon Street, 52nd Floor
Boston, MA 02116
Re: Helix Acquisition
Corp. II
Amendment No. 1 to
Registration Statement on Form S-1
Filed February 2,
2024
File No. 333-276591
Dear Bihua Chen:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed February 2,
2024
Risk Factors, page 32
1. We note your investment
company risk factors beginning on page 41. Please disclose that
if you are found to be
operating as an unregistered investment company, you may be
required to change your
operations, wind down your operations, or register as an
investment company
under the Investment Company Act. Also include disclosure with
respect to the
consequences to investors if you are required to wind down your operations
as a result of this
status, such as the losses of the investment opportunity in a target
company, and any price
appreciation in the combined company. Please confirm that if
your facts and
circumstances change over time, you will update your disclosure to reflect
how those changes
impact the risk that you may be considered to be operating as an
unregistered investment
company.
Bihua Chen
FirstName LastNameBihua
Helix Acquisition Corp. II Chen
Comapany6,NameHelix
February 2024 Acquisition Corp. II
February
Page 2 6, 2024 Page 2
FirstName LastName
Please contact Paul Cline at 202-551-3851 or Isaac Esquivel at
202-551-3395 if you have
questions regarding the financial statements and related matters. Please
contact Ronald (Ron) E.
Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Joel Rubinstein