Core Insights - Helix Acquisition Corp. II has retained approximately $120 million in its trust account, net of redemptions, representing over 60% of the cash held in trust [1] - The transaction is expected to raise approximately $382 million in gross proceeds, including $120 million from Helix's trust account and about $261 million from a private placement transaction [2] - Helix and TheRas, Inc. (BridgeBio Oncology Therapeutics) plan to expedite the closing of their business combination, pending the satisfaction or waiver of closing conditions [3] Company Overview - Helix Acquisition Corp. II is a special purpose acquisition company (SPAC) formed to effect a merger or similar business combination, having raised $184 million in its initial public offering on February 9, 2024 [4] - TheRas, Inc. (BridgeBio Oncology Therapeutics) is a clinical-stage biopharmaceutical company focused on developing novel small molecule therapeutics targeting RAS and PI3Kα malignancies, initially formed as a subsidiary of BridgeBio Pharma, Inc. [5] Financial Highlights - The combined company will have access to gross proceeds of approximately $120 million from the trust account and approximately $261 million from PIPE financing at the closing [7] - The transaction reflects the lowest redemption rate for a biotech de-SPAC transaction since 2022 [7]

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) Presents unaudited consolidated condensed financial statements for Helix Acquisition Corp. II, detailing financial position, operations, and cash flows, with explanatory notes [Consolidated Condensed Balance Sheets](index=4&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) As of June 30, 2025, the company reported total assets of $197.4 million, predominantly composed of $196.5 million in marketable securities held in the Trust Account, with total liabilities at $8.1 million and a shareholders' deficit of $7.3 million Consolidated Condensed Balance Sheets (Unaudited) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash | $664,231 | $1,697,777 | | Marketable securities held in Trust Account | $196,513,558 | $192,449,291 | | **TOTAL ASSETS** | **$197,390,337** | **$194,424,196** | | **LIABILITIES AND SHAREHOLDERS' DEFICIT** | | | | Total current liabilities | $2,628,819 | $187,515 | | Deferred underwriting fee | $5,520,000 | $5,520,000 | | **TOTAL LIABILITIES** | **$8,148,819** | **$5,707,515** | | Class A ordinary shares subject to possible redemption | $196,513,558 | $192,449,291 | | **TOTAL SHAREHOLDERS' DEFICIT** | **($7,272,040)** | **($3,732,610)** | | **TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT** | **$197,390,337** | **$194,424,196** | [Consolidated Condensed Statements of Operations](index=5&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations) For the three months ended June 30, 2025, the company reported a net income of $918,310, a decrease from $2,212,536 in the same period of 2024, primarily from interest earned on marketable securities offset by increased administrative expenses Statements of Operations Highlights (Unaudited) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | $1,121,848 | $152,343 | $3,543,034 | $219,044 | | Interest earned on marketable securities held in Trust Account | $2,074,999 | $2,442,279 | $4,064,267 | $3,648,794 | | **Net income** | **$918,310** | **$2,212,536** | **$430,918** | **$3,312,978** | | **Basic net income per share, Class A** | **$0.04** | **$0.09** | **$0.02** | **$0.18** | [Consolidated Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Consolidated%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The company's total shareholders' deficit increased from $(3,732,610) at the beginning of 2025 to $(7,272,040) as of June 30, 2025, primarily due to the accretion of Class A ordinary shares subject to possible redemption - The total shareholders' deficit grew to **$(7,272,040)** by June 30, 2025, from **$(3,732,610)** at the start of the year[13](index=13&type=chunk) - Key factors contributing to the change in deficit for the six months ended June 30, 2025, include accretion of redeemable shares amounting to a charge of **$4,020,348** and a net income of **$430,918**[13](index=13&type=chunk) [Consolidated Condensed Statements of Cash Flows](index=7&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities was $1,033,546, with no investing or financing activities, leading to a cash balance decrease to $664,231 Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,033,546) | ($647,098) | | Net cash used in investing activities | $0 | ($184,000,000) | | Net cash provided by financing activities | $0 | $186,461,597 | | **Net Change in Cash** | **($1,033,546)** | **$1,814,499** | | **Cash – End of period** | **$664,231** | **$1,814,499** | [Notes to Consolidated Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements%20(Unaudited)) The notes detail the company's status as a blank check company, its proposed business combination with TheRas, Inc., and management's substantial doubt about its going concern ability due to liquidity and merger deadline - The Company is a blank check company incorporated to effect a business combination, with an intended focus on the healthcare industry[22](index=22&type=chunk)[24](index=24&type=chunk) - On February 28, 2025, the Company entered into a business combination agreement with TheRas, Inc. (doing business as BridgeBio Oncology Therapeutics, "BBOT")[37](index=37&type=chunk) - Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern, as it lacks liquidity and faces a February 14, 2026, merger deadline[42](index=42&type=chunk) - The underwriter is entitled to a deferred fee of **$5,520,000**, payable from the Trust Account only upon the completion of a Business Combination[86](index=86&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, liquidity, and capital resources, reiterating the going concern risk as a pre-business combination SPAC [Results of Operations](index=27&type=section&id=Results%20of%20Operations) The company, having no operating revenue, reported net income of $918,310 and $430,918 for the three and six months ended June 30, 2025, respectively, primarily from interest income Comparison of Results of Operations (Unaudited) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $918,310 | $2,212,536 | $430,918 | $3,312,978 | | Interest Earned on Marketable Securities | $2,074,999 | $2,442,279 | $4,064,267 | $3,648,794 | | General & Administrative Expenses | $1,121,848 | $152,343 | $3,543,034 | $219,044 | [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held $664,231 in cash outside the Trust Account and $196.5 million within, with management concluding insufficient liquidity for a year, raising going concern doubts - As of June 30, 2025, the company had cash of **$664,231** outside the Trust Account and marketable securities of **$196,513,558** inside the Trust Account[135](index=135&type=chunk)[136](index=136&type=chunk) - The company must complete an initial Business Combination by **February 14, 2026**, or it will be required to liquidate[140](index=140&type=chunk) - Management has determined that the company lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[140](index=140&type=chunk) [Recent Developments](index=31&type=section&id=Recent%20Developments) This section details significant recent events, primarily focusing on the proposed business combination with BBOT, outlining agreement terms, merger structure, and key closing conditions - On February 8, 2025, Albert A. Holman, III, was appointed to the board of directors[148](index=148&type=chunk) - The company entered into a Business Combination Agreement with BBOT on February 28, 2025, which was subsequently amended on June 17, 2025[150](index=150&type=chunk) - The transaction is supported by a PIPE investment of approximately **$260 million** from various investors[167](index=167&type=chunk) - A key closing condition for the BBOT transaction is that the combined cash from the Trust Account and PIPE investments must be at least **$400 million**[159](index=159&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[176](index=176&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level[178](index=178&type=chunk) - There were no material changes in the company's internal control over financial reporting during the fiscal quarter ended June 30, 2025[179](index=179&type=chunk) [Part II. Other Information](index=39&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - The company has no legal proceedings to report[182](index=182&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) The company highlights risks from economic uncertainty, capital markets disruption, geopolitical instability, inflation, and interest rates, which could impact its ability to complete a business combination - The company is subject to risks from economic uncertainty, capital market disruption, military conflicts, geopolitical instability, inflation, and interest rates, which could adversely affect its ability to complete an initial business combination[183](index=183&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section describes unregistered sales of Founder Shares and Private Placement Shares, detailing the use of IPO and private placement proceeds, with $184 million placed in the Trust Account - The Sponsor purchased **509,000** Private Placement Shares at **$10.00** per share for an aggregate of **$5,090,000**[185](index=185&type=chunk) - The IPO of **18,400,000** Class A ordinary shares generated gross proceeds of **$184,000,000**[185](index=185&type=chunk) - Total net proceeds from the IPO and private placement were **$186,496,493**, with **$184,000,000** placed in the Trust Account[187](index=187&type=chunk) [Other Information](index=41&type=section&id=Item%205.%20Other%20Information) The company reports that there is no other information to disclose - The company has no other information to report for the period[191](index=191&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the Business Combination Agreement with TheRas, Inc. (BBOT) and its amendment, along with officer certifications - Exhibits filed with the report include the Business Combination Agreement dated February 28, 2025, and Amendment No. 1 to the agreement dated June 17, 2025[192](index=192&type=chunk) [Signatures](index=42&type=section&id=Part%20III.%20Signatures) - The report was duly signed on August 1, 2025, by Bihua Chen, Chairperson and Chief Executive Officer, and Caleb Tripp, Chief Financial Officer[198](index=198&type=chunk)

Core Viewpoint - Helix Acquisition Corp. II is set to hold an extraordinary general meeting on August 4, 2025, to discuss the business combination with TheRas, Inc. (BridgeBio Oncology Therapeutics), following the SEC's declaration of the registration statement as effective [1][2][3]. Company Overview - Helix Acquisition Corp. II is a special purpose acquisition company (SPAC) that raised $184 million in its initial public offering on February 9, 2024, and is sponsored by Cormorant Asset Management [5]. - TheRas, Inc. (BridgeBio Oncology Therapeutics) is a clinical-stage biopharmaceutical company focused on developing novel small molecule therapeutics targeting RAS and PI3Kα malignancies [4]. Business Combination Details - The business combination agreement was finalized on February 28, 2025, and is subject to various conditions before closing [6]. - Upon completion of the transaction, the company will be renamed "BridgeBio Oncology Therapeutics" [6]. - The proxy statement/prospectus will be mailed to Helix's shareholders of record as of June 30, 2025, for their consideration [2][6].

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $487,392, with general and administrative expenses of $2,421,186 and interest income of $1,989,268 from marketable securities [124]. - The company generated a net income of $1,100,442 for the three months ended March 31, 2024, primarily from interest earned on marketable securities [125]. - Cash used in operating activities for the three months ended March 31, 2025, was $734,642, with changes in operating assets and liabilities providing $1,684,099 of cash [129]. IPO and Capital Raising - The company completed its IPO on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares at $10.00 per share [127]. - The company incurred $8,180,834 in IPO-related costs, which included $1,840,000 in upfront cash underwriting fees and $5,520,000 in deferred underwriting fees [128]. - The Company has entered into Subscription Agreements to issue approximately $260,000,000 of PubCo Common Stock to PIPE Investors, with Cormorant Funds subscribing for $75,000,000 [162]. Trust Account and Business Combination - As of March 31, 2025, the company held marketable securities in the Trust Account totaling $194,438,559, including $10,438,559 of interest income [131]. - The company intends to use funds held in the Trust Account to complete its initial business combination and for working capital to finance operations of the target business [131]. - The Aggregate Merger Consideration for BBOT stockholders is determined to be $461,051,546, which will be divided by the Redemption Price to establish the Consideration Ratio [151]. - The Company must ensure that the aggregate cash proceeds from its Trust Account and PIPE Investments total at least $400,000,000 to proceed with the merger [154]. Business Combination Agreement - The company entered into the BBOT Business Combination Agreement on February 28, 2025, which includes plans for the company to migrate to Delaware and merge with BBOT [146]. - The BBOT Business Combination Agreement includes customary closing conditions that must be satisfied or waived before the merger can be completed [152]. - The Helix Support Agreement mandates that certain shareholders vote in favor of the merger and prohibits them from selling their shares until the merger is completed [155]. - The Sponsor will forfeit shares of PubCo Common Stock if the Company Closing Cash is less than $400,000,000, calculated based on a specific formula [156]. - The Lock-Up Agreement restricts the transfer of shares held by the Sponsor and other investors for one year following the Closing Date [167]. - The A&R Registration Rights Agreement requires PubCo to file a registration statement within 30 days post-Closing to register the resale of certain shares [169]. - The obligations to consummate the PIPE Investments are contingent upon the PubCo Common Stock being approved for listing on Nasdaq [163]. Going Concern and Future Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans and has raised substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by February 14, 2026 [136]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and has a monthly obligation of $6,458 to the Sponsor for administrative services [137][139]. - A total of 450,900 Class A ordinary shares are subject to Non-Redemption Agreements, ensuring these shares will not be redeemed during the merger process [165].

Corporate Governance - The audit committee is chaired by John Schmid, who is recognized as an "audit committee financial expert" under SEC rules[442]. - The compensation committee, led by Mark McKenna, is responsible for reviewing and approving executive compensation and incentive plans[443]. - Directors have fiduciary duties under Cayman Islands law, including acting in good faith and avoiding conflicts of interest[455]. - The company has not established specific minimum qualifications for director nominees, focusing instead on a range of criteria[447]. - The compensation committee may retain external advisors while ensuring their independence[444]. - Potential conflicts of interest may arise as executive officers and directors are involved in multiple business ventures[460]. - Indemnification provisions may discourage shareholders from suing officers or directors for breach of fiduciary duty[468]. Business Conduct and Ethics - The company has established a code of business conduct and ethics that complies with Nasdaq regulations[452]. - An insider trading policy has been adopted to govern the trading of securities by directors, officers, and employees[453]. Business Operations - The company does not intend to have full-time employees prior to completing its initial business combination[461]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[305]. Financial Arrangements - The Sponsor, officers, directors, and advisors have agreed to waive their redemption rights regarding founder shares and Private Placement Shares in connection with the initial business combination[462]. - The Sponsor will receive $6,458 per month for office space and administrative services starting from the listing date on Nasdaq[463]. - The company has purchased a policy of directors' and officers' liability insurance to cover defense costs and indemnification obligations[466]. - Officers and directors have waived any claims to funds in the Trust Account, which may limit recourse for indemnification[467]. - The company is not required to obtain an independent fairness opinion for business combinations with affiliated targets, but will do so if necessary[463]. - The company may pay consulting or finder fees to independent directors or advisors in connection with the initial business combination[463]. Shareholder Actions - The Cormorant Funds have agreed to vote their Class A ordinary shares in favor of the initial business combination[465]. - The lockup period for founder shares and Private Placement Shares is one year post-initial business combination, with potential early release if share price conditions are met[462].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,333,358, primarily from interest earned on marketable securities held in the Trust Account of $2,554,610[81]. - For the nine months ended September 30, 2024, the company had a net income of $5,646,336, with interest earned on marketable securities totaling $6,203,404[82]. - As of September 30, 2024, the company held marketable securities in the Trust Account valued at $190,203,404, including $6,203,404 of interest income[87]. Initial Public Offering - The company completed its Initial Public Offering on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares[84]. - The company incurred $8,180,834 in costs related to the Initial Public Offering, which included $1,840,000 in upfront cash underwriting fees[85]. Cash Flow and Operations - Cash used in operating activities for the nine months ended September 30, 2024, was $675,961, with no cash flows from operating activities reported for the same period in 2023[86]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[91]. Business Strategy - The company has 24 months from the Initial Public Offering to complete its initial Business Combination[90]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and related due diligence[88]. - Up to $1,500,000 of Working Capital Loans may be convertible into private placement shares at a price of $10.00 per share at the lender's option[89].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $2,212,536, primarily from interest earned on marketable securities held in the Trust Account of $2,442,279[66] - For the six months ended June 30, 2024, the company had a net income of $3,312,978, with interest income from marketable securities amounting to $3,648,794[66] - As of June 30, 2024, the company held marketable securities in the Trust Account valued at $187,648,794, including approximately $3,648,794 of interest income[70] Initial Public Offering - The company completed its Initial Public Offering on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares[67] - The company incurred $8,180,834 in costs related to the Initial Public Offering, which included a $1,840,000 upfront cash underwriting fee and a $5,520,000 deferred underwriting fee[69] - The total net proceeds from the Initial Public Offering and private placement amounted to $186,496,493, with $184,000,000 placed in the Trust Account[85] - The underwriting fees deducted from the total proceeds exclude a deferred portion of $5,520,000, payable upon the consummation of the initial Business Combination[85] Cash Flow and Financing - Cash used in operating activities for the six months ended June 30, 2024, was $647,098, with no cash flows from operating activities reported for the same period in 2023[69] - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[74] - The company may need additional financing to complete its Business Combination or to cover redemptions of Public Shares[73] Business Combination - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[70] - The company has 24 months from the Initial Public Offering to complete its initial Business Combination[73] Compliance and Reporting - There were no defaults upon senior securities reported[86] - No mine safety disclosures were made in the report[86] - The report includes various exhibits related to agreements and certifications, but no specific financial performance metrics were disclosed[87] - The report was signed by the Chairperson and Chief Executive Officer, Bihua Chen, and the Chief Financial Officer, Caleb Tripp, on August 14, 2024[91]

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $1,100,442, primarily from interest earned on marketable securities held in the Trust Account of $1,206,515[89]. - Cash used in operating activities for the three months ended March 31, 2024, was $617,999, compared to $0 for the same period in 2023[95][96]. Initial Public Offering - The company completed its Initial Public Offering on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares[92]. - The company incurred $8,180,834 in Initial Public Offering related costs, including $1,840,000 in upfront cash underwriting fees[94]. Marketable Securities - As of March 31, 2024, the company held marketable securities in the Trust Account valued at $185,206,515, which includes approximately $1,206,515 of interest income[97]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination and for working capital of the target business[97]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[101][102]. - The company has a contractual obligation to pay $6,458 per month to its Sponsor for office space and administrative services[102]. Business Combination - The company may need to obtain additional financing to complete its Business Combination or to cover redemptions of Public Shares[100]. - The company has 24 months from the consummation of the Initial Public Offering to complete its initial Business Combination[100].