M&A - Helix Acquisition Corp. II

Form Type: 425

Filing Date: 2025-07-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025062956

Filing Summary: On July 11, 2025, Helix Acquisition Corp. II and TheRas, Inc (d/b/a BridgeBio Oncology Therapeutics) jointly announced that their Registration Statement on Form S-4 has been declared effective by the SEC in connection with their previously-announced business combination. This business combination involves Helix, BBOT, and Helix II Merger Sub., a wholly-owned subsidiary. The definitive business combination agreement, originally dated February 28, 2025, outlines the transaction details, including the company’s future renaming to 'BridgeBio Oncology Therapeutics' upon closing. Shareholder voting will occur regarding this merger, and the Proxy Statement/Prospectus will be mailed to shareholders of record as of June 30, 2025. The document highlights the expected benefits of the combination and urges shareholders to consider all relevant information before voting. Additionally, it covers potential risks associated with the merger, including market conditions and regulatory approvals.

Form Type: 8-K

Filing Date: 2025-07-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025062955

Filing Summary: On July 11, 2025, Helix Acquisition Corp. II and TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics) jointly announced that the Registration Statement on Form S-4 related to their business combination has been declared effective by the SEC. This business combination involves Helix, BBOT, and the wholly-owned subsidiary Helix II Merger Sub. Upon completion, the company will be renamed BridgeBio Oncology Therapeutics. The Proxy Statement/Prospectus will be mailed to shareholders for their vote, with the record date set as June 30, 2025. Shareholders will have access to relevant documents related to the business combination through the SEC's website or upon request to Helix.

Form Type: 424B4

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025062864

Filing Summary: On February 27, 2025, Helix Acquisition Corp. II's board approved a Business Combination Agreement with Helix II Merger Sub, Inc. and TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics). The Business Combination includes three main components: the domestication of Helix as a Delaware corporation, the merger with BBOT, and related transactions. Following the domestication, Helix will be renamed BridgeBio Oncology Therapeutics, Inc. Details include a plan for share redemption, conversion of certain shares, and conditions for closing the merger. A substantial cash requirement (minimum of $400 million) must be fulfilled to proceed with the merger, which relies on both trust account releases and a PIPE investment of approximately $260.9 million. Important conditions include requisite approvals from shareholders and regulatory compliance with the SEC. Legal and financial advisories were engaged to assess the fairness of the agreement. The overall goal is to create an entity focused on innovative cancer treatments.

Form Type: S-4/A

Filing Date: 2025-07-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025062224

Filing Summary: On July 9, 2025, Helix Acquisition Corp. II filed an amendment to its registration statement under the Securities Act of 1933 to facilitate a proposed business combination with TheRas, Inc., which will involve the domestication of Helix to a Delaware corporation and a merger with TheRas. Following this merger, Helix will be renamed BridgeBio Oncology Therapeutics, Inc. The business combination has been approved by Helix’s board of directors and is pending shareholder approval. Key elements of the transaction include the redemption of Class A shares and agreements with PIPE investors for additional financing amounting to approximately $260.9 million. Conditions precedent for the merger include meeting a minimum cash condition of $400 million and securing the necessary approvals from shareholders. The filing details the terms of the merger, which will involve share conversions and the issuance of new shares to BBOT capital stockholders. Furthermore, it discusses the lock-up agreements for insiders and registration rights related to the merger.

Form Type: S-4/A

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000121390025060456

Filing Summary: Helix Acquisition Corp. II is undergoing a Business Combination with TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics) which will involve the domestication of Helix as a Delaware corporation. This merger follows a unanimous approval by Helix's board based on the recommendation of the Transaction Committee. Critical transactions will include a de-registration of Helix from the Cayman Islands and its transition to Delaware. The merger will have TheRas as a wholly-owned subsidiary of the newly named BridgeBio Oncology Therapeutics, Inc. The Closing Date is contingent on several factors, including meeting a Minimum Cash Condition of $400 million from the Trust Account and completion of a PIPE Investment amounting to approximately $260.9 million. There are specific conditions concerning voting approvals required from both Helix's and BBOT's shareholders. Additionally, certain insiders have entered into support agreements to ensure commitment to the Business Combination. This document serves as an update to previous filings and highlights the procedural background and significant financial implications of the transactions, including details on share conversions and redemption prices.

Form Type: S-4

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025056321

Filing Summary: Helix Acquisition Corp. II is filing a registration statement for a proposed business combination with TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics). This involves the domestication of Helix from the Cayman Islands to Delaware, followed by a merger where TheRas will become a wholly-owned subsidiary of Helix. The transaction is structured to include the redemption process for existing shareholders and provisions for new investors through a PIPE (private investment in public equity) arrangement. The effective completion date for this business combination is contingent upon satisfying multiple conditions, including achieving a minimum cash target and obtaining necessary shareholder approvals. The application for shares of the newly formed entity to be listed on the Nasdaq is underway. Helix will be renamed BridgeBio Oncology Therapeutics, Inc. upon closing. Conditions surrounding the business combination and various agreements with shareholders, including non-redemption agreements, are also outlined to ensure a smooth transaction and compliance with relevant securities regulations.

Form Type: DRS/A

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025049554

Filing Summary: Helix Acquisition Corp. II has filed a confidential draft registration statement for a proposed business combination with TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics). This merger involves Helix's domestication to Delaware and the subsequent merger of BBOT with a wholly-owned subsidiary of Helix. Following the business combination, Helix will be renamed BridgeBio Oncology Therapeutics, Inc. Specific conditions must be satisfied to proceed with the merger, including a minimum cash target of $400 million from its trust account. The document outlines steps such as share classifications, conversions, and details of the PIPE investments totaling approximately $260.9 million, intended to fulfill the financial requirements of the deal. Furthermore, there are stipulations regarding shareholder agreements including non-redemption agreements and support agreements from key stakeholders, aimed at ensuring the merger proceeds smoothly.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025044424

Filing Summary: Helix Acquisition Corp. II has filed its quarterly report for the period ending March 31, 2025. The report details the company's financial condition, including total assets of $195.7 million and total liabilities amounting to $7.4 million. Of significant note is the proposed business combination with TheRas, Inc. (operating as BridgeBio Oncology Therapeutics) entered into on February 28, 2025. This agreement includes a domestication to migrate from the Cayman Islands to Delaware and a merger where Helix II Merger Sub Inc., a subsidiary of Helix, will merge into BBOT. The merger will see BBOT become a wholly-owned subsidiary of Helix. As of the reporting date, the company has not commenced operations and expects to generate revenues post a successful business combination. Shareholder redemption rights related to the public shares were outlined, allowing them to exchange shares for cash upon completion of the merger.

Form Type: DRS

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025031720

Filing Summary: On April 14, 2025, Helix Acquisition Corp. II submitted a Draft Registration Statement regarding a planned merger with TheRas, Inc., which will operate under the name BridgeBio Oncology Therapeutics, Inc. following its domestication to Delaware. The Business Combination involves the domestication of Helix as a Delaware corporation and the merger with TheRas. The transaction will implement a redemption process for public shareholders and the terms for the conversion of shares held by Helix’s insiders. A Business Combination Agreement was unanimously approved by the Helix Board on February 27, 2025, detailing the structure and terms of the merger. Conditions for closure include achieving a minimum cash amount from the Trust Account and approvals onshareholder levels. A PIPE investment of approximately $260.9 million will support the merger, and certain agreements have been made with shareholders to not exercise redemption rights for a set number of shares. The anticipated completion date of the merger is June 30, 2025, subject to various regulatory and shareholder approvals.

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.

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.

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.

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.

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.

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.

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.