aibioHelix Acquisition Corp. II (now BridgeBio Oncology Therapeutics) files annual report
Tickers BBOT
The blank-check company's annual report says it must liquidate if it does not close its deal with BridgeBio Oncology by February 14, 2026, and that doubt over its ability to continue is substantial.
Key facts
- Company
- BridgeBio Oncology Therapeutics, Inc. (NASDAQ: BBOT)
- News type
- Distress
- Primary source
- BridgeBio Oncology Therapeutics, Inc. 10-K (2025-03-11)
Helix Acquisition Corp. II, a Cayman Islands blank-check company, filed its annual report on Form 10-K on March 11, 2025, for the fiscal year ended December 31, 2024. The filer checked the box identifying itself as a shell company. Its principal executive offices are care of Cormorant Asset Management, LP at 200 Clarendon Street in Boston. Its Class A ordinary shares are registered on the Nasdaq Stock Market under the symbol HLXB.
The company is a special purpose acquisition company, incorporated on June 15, 2021, formed to effect a merger, share exchange or similar business combination with one or more businesses. It has no operations and no revenue. Its activity has been organizational work, the initial public offering and the search for a target.
The pending deal with BBOT
On February 28, 2025, Helix entered into a business combination agreement with TheRas, Inc., a Delaware corporation doing business as BridgeBio Oncology Therapeutics, referred to in the filing as BBOT, and with Helix II Merger Sub, Inc., a wholly owned subsidiary of Helix. Under the agreement, Helix would move out of the Cayman Islands and domesticate as a Delaware corporation. Merger Sub would then merge into BBOT, which would survive as a wholly owned subsidiary. Upon the domestication, the company is expected to change its name to BridgeBio Oncology Therapeutics, Inc.
The filing describes BBOT as a clinical-stage biopharmaceutical company developing small molecule therapeutics for RAS and PI3Kα-driven malignancies. Closing depends on shareholder approval, on the business combination itself and on the availability of a minimum amount of aggregate transaction proceeds. The filing does not state that minimum. Nor does it give a value for BBOT or the price at which shares would change hands.
The filing says public shareholders may redeem their shares for cash, and that a holder acting with its affiliates may not redeem more than 20% of the shares sold in the IPO without the company's consent. It also says the initial shareholders and management team have agreed to vote in favor of a proposed combination, regardless of how the public shareholders vote. The Cormorant funds bought 2,400,000 Class A shares in the IPO at the IPO price.
The money and the deadline
Helix completed its IPO on February 13, 2024, selling 18,400,000 Class A ordinary shares at $10.00 each, including the full exercise of the underwriter's over-allotment option for 2,400,000 shares. Gross proceeds were $184,000,000. The company also sold 509,000 private placement shares to the sponsor at $10.00 each, for $5,090,000. The full $184,000,000 went into the trust account.
IPO-related costs totaled $8,180,834. These included an upfront underwriting fee of $1,840,000, a deferred underwriting fee of $5,520,000 and other offering costs of $820,834. The deferred fee was still a liability at December 31, 2024.
For 2024 the company reported net income of $7,599,512. Interest earned on marketable securities in the trust account was $8,449,291. General and administrative expenses were $584,389, and share-based compensation was $271,572. Cash used in operating activities was $763,820. The 2023 result was a net loss of $41,692. The 2024 profit therefore rests on trust interest, not on any operating activity.
At December 31, 2024, the 18,400,000 Class A shares subject to redemption were carried at $10.46 per share, or $192,449,291. The filing states that mandatory liquidation, if the business combination does not occur by February 14, 2026, and any dissolution that follows raise substantial doubt about the company's ability to continue as a going concern for one year after the statements are issued. The financial statements include no adjustments for that outcome.
The risk factors add that the completion window could give target businesses leverage in negotiations and limit due diligence as the deadline nears. If the company cannot finish a deal in the window, it would cease operations, redeem its public shares and liquidate.
What the filing leaves open
The filing describes a deal that has not closed. It gives no minimum cash figure, no valuation for BBOT and no date for a shareholder meeting. The company's own description of its position is that a missed deadline would end its operations.