Helix Acquisition Corp. II (now BridgeBio Oncology Therapeutics) completes business combination

Helix Acquisition Corp. II, a Cayman Islands special purpose acquisition company, completed its business combination with TheRas, Inc., which does business as BridgeBio Oncology Therapeutics (BBOT), on August 11, 2025. The company disclosed the closing in a Form 8-K filed August 13, 2025. The combined company changed its name to BridgeBio Oncology Therapeutics, Inc. and its common stock began trading on the Nasdaq Global Market under the symbol BBOT.

How the deal was structured

The business combination agreement is dated February 28, 2025 and was amended on June 17, 2025. The 8-K describes three steps. Helix first re-domesticated from the Cayman Islands to Delaware. A Delaware merger subsidiary then merged into BBOT, with BBOT surviving as a wholly owned subsidiary of Helix. Each BBOT share was converted into PubCo common stock at a consideration ratio of approximately 0.0889.

Before the domestication, Helix redeemed 7,119,750 Class A ordinary shares from public shareholders who had submitted them for redemption, at a redemption price of approximately $10.7173 per share, or approximately $76.3 million in total. Its sponsor, Helix Holdings II LLC, surrendered 307,874 Class B founder shares. Helix shareholders approved the deal at an extraordinary general meeting on August 4, 2025. Approximately 61.1 million shares of the combined company's common stock, about 77.2% of the shares outstanding after the closing, are subject to registration rights under the amended registration rights agreement and the subscription agreements.

The money that came in

The 8-K says the combined company received gross proceeds of approximately $381.8 million, before transaction expenses. That included $120.9 million held in Helix's trust account and $260.9 million from a PIPE investment that closed at the same time. PIPE investors bought 24,343,711 shares at $10.7173 per share under subscription agreements dated February 28, 2025. That count excludes Cormorant, which the 8-K treats separately.

At closing, 38,924,563 shares went to BBOT stockholders, 11,280,250 to Helix's shareholders and 4,648,186 to the sponsor and certain initial Helix shareholders. The gross figure is before expenses, and the 8-K text gives no figure for what was left after them.

The SPAC's origins

Helix's annual report, filed March 11, 2025, called it a shell company with "nominal assets consisting almost entirely of cash" and no operations. Its initial public offering closed on February 13, 2024, selling 18,400,000 Class A ordinary shares at $10.00 per share for gross proceeds of $184,000,000. That included 2,400,000 shares sold when the underwriter exercised its over-allotment option in full. The report refers to the underwriter only as "the IPO underwriter."

BBOT's losses and cash burn

Exhibit 99.1 contains unaudited BBOT statements as of June 30, 2025, and for the six months ended June 30, 2025. These predate the August closing and the merger money. Cash and cash equivalents were $31,518 thousand, up from $30,851 thousand at December 31, 2024. Short-term marketable securities were $99,880 thousand, down from $124,780 thousand.

The net loss for the six months was $50,490 thousand, against $37,265 thousand a year earlier. In the second quarter alone, the loss was $28,435 thousand, compared with $21,823 thousand a year earlier. The accumulated deficit reached $273,013 thousand at June 30, 2025, up from $222,523 thousand at December 31, 2024.

Net cash used in operating activities was $42,892 thousand for the six months, compared with $17,020 thousand a year earlier. In those six months BBOT issued Series B redeemable convertible preferred stock for net proceeds of $22,222 thousand.

The pipeline and the people

BBOT describes itself as a clinical-stage biopharmaceutical company advancing a next-generation pipeline of novel small-molecule therapeutics. Helix's annual report says the pipeline targets RAS and PI3Ka malignancies. An offer letter for the chief executive refers to a PI3Ka Breaker program and ties a possible milestone payment to FDA acceptance of its investigational new drug application. The filing gives no timing for that acceptance and no clinical data, so the program's progress cannot be judged from it.

The offer letter, dated April 30, 2024, names Eli Wallace as chief executive officer at an initial base salary of $540,000 a year. It says the company may grant him an option on 6,980,620 shares after a Series B preferred stock financing, subject to board approval.

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