M&A - Helix Acquisition Corp. II

Form Type: 10-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025022387

Filing Summary: Helix Acquisition Corp. II, a special purpose acquisition company incorporated in the Cayman Islands, is preparing for a merger with BridgeBio Oncology Therapeutics (BBOT). The business combination agreement, formed on February 28, 2025, involves the migration of Helix Acquisition Corp. II to Delaware and a subsequent merger with BBOT, where BBOT will become a wholly-owned subsidiary of Helix. This merger is part of Helix's plan to complete its initial business combination, following a successful IPO that raised approximately $184 million. Key conditions for the merger include shareholder approval and ensuring a minimum aggregate transaction proceeds. Risks associated with this merger include the potential inability to complete it within the expected timeframe and the financial implications of market volatility. The company is currently holding $184 million in a trust account, which will fund the merger and related costs.

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Form Type: 425

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025021210

Filing Summary: The document outlines a proposed business combination involving Helix Acquisition Corp. II (Helix), TheRas, Inc. (doing business as BridgeBio Oncology Therapeutics, BBOT), and Helix II Merger Sub, Inc. The communication states that Helix and BBOT plan to file a registration statement on Form S-4 with the SEC, which will include a preliminary proxy statement and a prospectus concerning the merger. After the registration statement is declared effective, Helix will mail a definitive proxy statement/prospectus to shareholders to vote on the merger. The communication also clarifies that it does not constitute a solicitation for a proxy or an offer to buy or sell securities, and it indicates that Helix and BBOT may file additional documents with the SEC regarding the merger. Participants in the solicitation will include Helix and BBOT's directors, executives, and other involved parties. The document contains forward-looking statements regarding financial projections and the expected benefits of the merger, along with risks associated with the business combination and BBOT's product commercialization.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000121390025020316

Filing Summary: This document amends the Schedule 13D originally filed by various reporting persons including Helix Holdings II LLC, Cormorant Private Healthcare Fund III, LP, and Bihua Chen. It reports the transfer of 30,000 Class B ordinary shares to an independent director of Helix Acquisition Corp. II as an inducement for joining the board, and details the entry into a business combination agreement with TheRas, Inc. (doing business as BridgeBio Oncology Therapeutics, Inc.) and Helix II Merger Sub, Inc. This business combination involves Helix migrating to Delaware and merging with BBOT, wherein BBOT becomes a wholly-owned subsidiary of Helix. Helix will also change its name to BridgeBio Oncology Therapeutics, Inc. The document outlines various agreements, including the Helix Support Agreement, detailing the obligations and voting commitments of certain shareholders regarding the business combination. It specifies share conversions, redemption rights, share transfers, and related financial agreements. The completion of the merger is subject to stockholder approvals and other conditions specified in the business combination agreement.

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Form Type: 425

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025018999

Filing Summary: On February 28, 2025, Helix Acquisition Corp. II entered into a Business Combination Agreement with TheRas, Inc. (operating as BridgeBio Oncology Therapeutics) and Helix II Merger Sub, Inc. The Business Combination involves the migration of Helix from the Cayman Islands to Delaware (the Domestication) and subsequently merging Merger Sub into BBOT, with BBOT becoming a wholly-owned subsidiary of Helix. This Business Combination aims to enhance the clinical-stage biopharmaceutical pipeline of BBOT, focusing on targeting RAS and PI3Ka malignancies. Following the Domestication, Helix will change its name to BridgeBio Oncology Therapeutics, Inc. The agreement outlines various conditions for consummating the transaction, including regulatory approvals and shareholder votes from both Helix and BBOT. It anticipates the filing of a registration statement with the SEC and is subject to the fulfillment of specific conditions precedent for closing, expected by the end of 2025. Additionally, agreements such as the Helix Support Agreement and subscription agreements with investors are part of the overall transaction structure. The agreement lays out the terms for shareholder voting and stipulates various conditions and covenants required for closing, including obtaining cash proceeds from Helix's trust account and other financing commitments to meet merger considerations.

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Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025018997

Filing Summary: On February 28, 2025, Helix Acquisition Corp. II entered into a Business Combination Agreement with TheRas, Inc. (BridgeBio Oncology Therapeutics) and Helix II Merger Sub, Inc. This agreement entails Helix migrating from the Cayman Islands to Delaware and merging with BBOT, resulting in BBOT becoming a wholly-owned subsidiary of Helix after the merger. The transaction, referred to as the Business Combination, includes the redemption of public shares, conversion of Class B shares to Class A shares, and name change to BridgeBio Oncology Therapeutics, Inc. The merger’s consummation is conditional upon several factors, including regulatory approvals and shareholder votes. The closing is anticipated to occur in late 2025, and various agreements related to investor support and PIPE Investments were also detailed in the document.

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Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025018335

Filing Summary: On February 28, 2025, Helix Acquisition Corp. II ('Helix II') announced a business combination agreement with TheRas, Inc. (operating as BridgeBio Oncology Therapeutics, 'BBOT'), a clinical-stage biopharmaceutical company focusing on small molecule therapeutics for specific malignancies. The agreement initiates a proposed business combination comprising Helix II and BBOT, alongside other involved parties. A joint press release outlines this announcement, and further details will be included in a forthcoming registration statement on Form S-4, which will encompass a proxy statement and prospectus for shareholders. Helix II is classified as an emerging growth company and will present key information to its shareholders in relation to the voting process associated with the Business Combination.

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Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025018334

Filing Summary: On February 28, 2025, Helix Acquisition Corp. II (Helix II) and TheRas, Inc., operating as BridgeBio Oncology Therapeutics (BBOT), announced in a joint press release the execution of a Business Combination Agreement for a proposed merger involving Helix II, BBOT, and additional parties. The merger aims to bring together Helix II with BBOT, a clinical-stage biopharmaceutical company focusing on RAS and PI3Ka malignancies. Detailed materials including a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) related to this merger were mentioned. Helix II plans to prepare and file a registration statement on Form S-4 with the SEC for the merger process.

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