Helix Acquisition Corp. II and BridgeBio Oncology Therapeutics Announce Effectiveness of Registration Statement for Proposed Business Combination

Rhea-AI Summary

Helix Acquisition Corp. II (Nasdaq: HLXB) and BridgeBio Oncology Therapeutics (BBOT) announced that their registration statement for their proposed business combination has been declared effective by the SEC. The extraordinary general meeting of Helix shareholders is scheduled for August 4, 2025, with a record date of June 30, 2025.

BBOT is a clinical-stage biopharmaceutical company developing novel small molecule therapeutics targeting RAS and PI3Kα malignancies. The company, originally a subsidiary of BridgeBio Pharma (Nasdaq: BBIO), focuses on improving outcomes for patients with cancers driven by the two most prevalent oncogenes in human tumors. Upon closing, expected in August 2025, the combined company will be renamed "BridgeBio Oncology Therapeutics."

Positive

• None.

Negative

• Complex regulatory approval process still required for BBOT's clinical programs
• Risk of shareholder redemptions could reduce available capital
• Uncertain timeline for product commercialization
• Multiple clinical trials with uncertain outcomes

Insights

Biotech & SPAC Transactions Expert

SEC approved merger registration between Helix SPAC and BridgeBio Oncology, with closing expected August 2025 pending shareholder approval.

This press release marks a critical regulatory milestone in the proposed business combination between Helix Acquisition Corp. II (HLXB) and BridgeBio Oncology Therapeutics (BBOT). The SEC's effectiveness declaration for their S-4 registration statement unlocks the path to complete this SPAC merger, with the shareholder vote scheduled for August 4th and expected closing later that month.

The transaction will transform BBOT from a subsidiary of BridgeBio Pharma into an independent, publicly-traded entity focused on a highly specialized oncology niche - developing small molecule therapeutics targeting RAS and PI3Kα malignancies. These represent the two most prevalent oncogenes driving human tumors, addressing substantial unmet medical needs in cancer treatment.

Looking at BBOT's pipeline, they have several clinical-stage assets including the ONKORAS-101 and BREAKER-101 trials, plus three named compounds (BBO-8520, BBO-10203, and BBO-11818) in development. This suggests a diversified approach to their therapeutic targets rather than betting everything on a single candidate.

The SPAC structure provides an alternative path to public markets compared to traditional IPOs, potentially accelerating BBOT's access to capital. Notably, Helix is sponsored by Cormorant Asset Management, a specialized life sciences investor that raised $184 million in its February 2024 IPO. The involvement of a sector-specific sponsor suggests strategic alignment beyond just providing capital.

For existing Helix shareholders, the upcoming extraordinary general meeting represents their decision point - approve the merger or seek redemption of their shares. While the document doesn't disclose valuation details, the post-merger company will retain the BridgeBio Oncology Therapeutics name, suggesting continuity in its scientific mission while gaining the benefits of public market access.

Extraordinary General Meeting of Helix Shareholders Scheduled for August 4, 2025

SOUTH SAN FRANCISCO & BOSTON, July 11, 2025 (GLOBE NEWSWIRE) -- Helix Acquisition Corp. II (“Helix”) (Nasdaq: HLXB), a special purpose acquisition company (“SPAC”) sponsored by Cormorant Asset Management, and TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics) (“BBOT”), a clinical-stage biopharmaceutical company advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3Kα malignancies, today announced that the registration statement on Form S-4 (File No. 333-288222) (as amended, the “Registration Statement”), filed by Helix and BBOT, relating to the previously-announced business combination among Helix, BBOT, and the other parties thereto (the “Business Combination”), has been declared effective by the U.S. Securities and Exchange Commission (“SEC”).

The extraordinary general meeting of Helix shareholders in connection with the Business Combination (the “Extraordinary General Meeting”) will be held on August 4, 2025. The proxy statement/prospectus relating to the Extraordinary General Meeting will be mailed to Helix’s shareholders of record as of the close of business on the record date of June 30, 2025.

The parties anticipate that the Business Combination will close in August 2025, subject to satisfaction of the conditions to the closing of the Business Combination.

About TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics) (“BBOT”)

BridgeBio Oncology Therapeutics (BBOT) is a clinical-stage biopharmaceutical company advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3Kα malignancies. Initially formed as a subsidiary of BridgeBio Pharma, Inc. (Nasdaq: BBIO), BBOT has the goal of improving outcomes for patients with cancers driven by the two most prevalent oncogenes in human tumors. For more information, visit bbotx.com.

About Helix Acquisition Corp. II (HLXB) (“Helix”)

Helix Acquisition Corp. II (Nasdaq: HLXB) is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Helix Acquisition Corp. II raised $184 million in its initial public offering on February 9, 2024. Helix is sponsored by affiliates of Cormorant Asset Management and is headquartered in Boston, Massachusetts.

Additional Information and Where to Find It

As previously disclosed, Helix, BBOT and Helix II Merger Sub., a Delaware corporation and wholly-owned subsidiary of Helix (“Merger Sub”), entered into a definitive business combination agreement, dated as of February 28, 2025 (as amended by Amendment No. 1 to the Business Combination Agreement, dated as of June 17, 2025, as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, subject to the satisfaction or waiver of the conditions therein, the parties thereto will consummate the Business Combination. Upon closing of the transaction, the company will be renamed “BridgeBio Oncology Therapeutics” (“PubCo”). The Business Combination will be submitted to shareholders of Helix for their consideration. The Registration Statement, which was declared effective by the SEC on July 10, 2025, includes a proxy statement/prospectus that is both the proxy statement of Helix and a prospectus of PubCo relating to the shares to be issued in connection with the Business Combination (the “Proxy Statement/Prospectus”). The definitive Proxy Statement/Prospectus will be mailed to Helix’s shareholders of record as of June 30, 2025, the record date established for voting on the Business Combination. Helix, BBOT and/or PubCo may also file other relevant documents regarding the Business Combination with the SEC. This press release does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Before making any voting or investment decision, Helix’s shareholders and other interested persons are urged to read the Proxy Statement/Prospectus and other documents filed in connection with the Business Combination, because these documents will contain important information about Helix, BBOT, PubCo and the Business Combination. Shareholders will also be able to obtain free copies of the Registration Statement, the Proxy Statement/Prospectus and other documents filed with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a request to Helix Acquisition Corp. II, c/o Cormorant Asset Management, LP, 200 Clarendon Street, 52nd Floor, Boston, MA 02116.

Participants in the Solicitation

Helix, BBOT, and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from Helix’s shareholders in respect of the Business Combination and the other matters set forth in the Registration Statement. A list of the names of such persons, and information regarding their interests in the Business Combination and their ownership of Helix’s and BBOT’s securities are contained in the Proxy Statement/Prospectus. The Proxy Statement/Prospectus may be obtained free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Helix Acquisition Corp. II, c/o Cormorant Asset Management, LP, 200 Clarendon Street, 52nd Floor, Boston, MA 02116.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of BBOT’s product candidates, including the progress and results of the ONKORAS-101 and BREAKER-101 clinical trials and the expected dosing of the first patient with BBO-11818; the clinical and therapeutic potential of BBO-8520, BBO-10203 and BBO-11818; the size and growth potential of the markets for BBOT’s product candidates; the therapeutic and curative potential of BBOT’s product candidates; financing and other business milestones; potential benefits of the business combination; and expectations relating to the business combination, including the proceeds of the business combination and the financing and BBOT’s expected cash runway and the timing of the closing of the business combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of BBOT’s and Helix’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of BBOT and Helix. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely enter into definitive agreements with respect to the business combination or consummate the business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the business combination, or the risk that the approval of the shareholders of Helix or any other condition to closing is not obtained; failure to realize the anticipated benefits of the business combination; risks relating to any legal proceedings that may be instituted against Helix, the combined company or others following the announcement of the business combination, risks relating to the uncertainty of the projected financial information with respect to BBOT and the combined company; risks related to the approval of BBOT’s product candidates and the timing of expected regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive product candidates; ability to obtain sufficient supply of materials; global economic and political conditions; the effects of competition on BBOT’s future business; the amount of redemption requests made by Helix’s public shareholders; and those factors discussed in documents Helix has filed or will file with the SEC. Additional risks related to BBOT’s business include, but are not limited to: uncertainty regarding outcomes of BBOT’s ongoing clinical trials, particularly as they relate to regulatory review and potential approval for its product candidates; risks associated with BBOT’s efforts to commercialize its product candidates; BBOT’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing product candidates on BBOT’s business; intellectual property-related claims; BBOT’s ability to attract and retain qualified personnel; and BBOT’s ability to source the raw materials for its product candidates.

If any of these risks materialize or Helix’s or BBOT’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Helix or BBOT presently know or that Helix and BBOT currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Helix’s and BBOT’s expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their entirety by reference to the cautionary statements herein. Helix and BBOT anticipate that subsequent events and developments will cause Helix’s and BBOT’s assessments to change. These forward-looking statements should not be relied upon as representing Helix’s and BBOT’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Helix, BBOT, nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination, or an offer to sell, or the solicitation of an offer to buy, any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be affected. Neither the SEC nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the business combination contemplated hereby or determined that this press release is truthful or complete. Any representation to the contrary is a criminal offense.

BridgeBio Oncology Therapeutics Contact: 

Idan Elmelech
Senior Vice President, Strategy & Business Development
Contact@bridgebiooncology.com
(650) 405-7021

Helix Acquisition Corp. II Contact: 

Caleb Tripp
Chief Financial Officer
(857) 702-0370

FAQ

When is the Helix Acquisition Corp II (HLXB) shareholder vote for the BBOT merger?

The extraordinary general meeting for Helix shareholders is scheduled for August 4, 2025. Shareholders of record as of June 30, 2025, will be eligible to vote.

What is BridgeBio Oncology Therapeutics (BBOT) main focus?

BBOT is a clinical-stage biopharmaceutical company developing novel small molecule therapeutics targeting RAS and PI3Kα malignancies, focusing on the two most prevalent oncogenes in human tumors.

How much did Helix Acquisition Corp II (HLXB) raise in its IPO?

Helix Acquisition Corp. II raised $184 million in its initial public offering on February 9, 2024.

When is the HLXB-BBOT merger expected to close?

The business combination is expected to close in August 2025, subject to satisfaction of closing conditions.

What will be the name of the combined company after the HLXB-BBOT merger?

After the merger closes, the combined company will be renamed BridgeBio Oncology Therapeutics.