Part I. Financial Information Consolidated Financial Statements 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 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 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 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 year13 - 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 $430,91813 Consolidated Condensed Statements of Cash Flows 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 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 industry2224 - On February 28, 2025, the Company entered into a business combination agreement with TheRas, Inc. (doing business as BridgeBio Oncology Therapeutics, "BBOT")37 - 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 deadline42 - The underwriter is entitled to a deferred fee of $5,520,000, payable from the Trust Account only upon the completion of a Business Combination86 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 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 Account135136 - The company must complete an initial Business Combination by February 14, 2026, or it will be required to liquidate140 - 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 concern140 Recent Developments 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 directors148 - The company entered into a Business Combination Agreement with BBOT on February 28, 2025, which was subsequently amended on June 17, 2025150 - The transaction is supported by a PIPE investment of approximately $260 million from various investors167 - 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 million159 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 - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk176 Controls and Procedures 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 level178 - There were no material changes in the company's internal control over financial reporting during the fiscal quarter ended June 30, 2025179 Part II. Other Information Legal Proceedings The company reports that there are no legal proceedings - The company has no legal proceedings to report182 Risk Factors 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 combination183 Unregistered Sales of Equity Securities and Use of Proceeds 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 $5,090,000185 - The IPO of 18,400,000 Class A ordinary shares generated gross proceeds of $184,000,000185 - Total net proceeds from the IPO and private placement were $186,496,493, with $184,000,000 placed in the Trust Account187 Other Information The company reports that there is no other information to disclose - The company has no other information to report for the period191 Exhibits 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, 2025192 Signatures - The report was duly signed on August 1, 2025, by Bihua Chen, Chairperson and Chief Executive Officer, and Caleb Tripp, Chief Financial Officer198
Helix Acquisition(HLXB) - 2025 Q2 - Quarterly Report