| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
BridgeBio Oncology Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
256 E Grand Avenue, Suite 104, South San Fancisco,
CALIFORNIA
, 94080. |
Item 1 Comment:
This Amendment No. 3 (the "Amendment") to the Schedule 13D (the "Schedule 13D") originally filed with the United States Securities and Exchange Commission (the "SEC") on February 20, 2024, and amended on March 4, 2025 and August 13, 2025, by Helix Holdings II LLC ("Sponsor"), Cormorant Private Healthcare Fund III, LP ("Fund III"), Cormorant Private Healthcare GP III, LLC ("GP III"), Cormorant Global Healthcare Master Fund, LP ("Master Fund"), Cormorant Global Healthcare GP, LLC ("Global GP") and Bihua Chen relating to the common stock, par value $0.0001 per share ("Common Stock"), of BridgeBio Oncology Therapeutics, Inc. ("Issuer"), is being filed to amend the reporting persons and to report the pro rata distribution of shares by Sponsor to its members. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Items 4 and 6 to the Schedule 13D are supplementally amended as follows, and Items 2 and 5 to the Schedule 13D are amended and restated as follows. |
| Item 2. | Identity and Background |
|
| (a) | Helix Holdings II LLC ("Sponsor"), Cormorant Private Healthcare Fund III, LP ("Fund III"), Cormorant Private Healthcare GP III, LLC ("GP III"), Cormorant Private Healthcare Fund V, LP ("Fund V"), Cormorant Private Healthcare GP V, LLC ("GP V"), Cormorant Global Healthcare Master Fund, LP ("Master Fund"), Cormorant Global Healthcare GP, LLC ("Global GP"), and Bihua Chen (collectively, the "Reporting Persons"). |
| (b) | c/o Cormorant Asset Management, LP, 200 Clarendon Street, 52nd Floor, Boston, MA, 02116. |
| (c) | The principal occupation of Ms. Chen is Investor. Ms. Chen also serves as a director of the Issuer. The principal business of each of the Sponsor, Fund III, GP III, Fund V, GP V, Master Fund, and Global GP is investing in securities. Cormorant Asset Management, LP serves as the investment manager to the Master Fund. Cormorant Asset Management, LP serves as the investment manager to Fund III, Fund V, and Master Fund. GP III is the general partner of Fund III; GP V is the general partner of Fund V; and Global GP is the general partner of the Master Fund. Bihua Chen serves as the managing member of GP III, GP V, and Global GP, and as the general partner of Cormorant Asset Management, LP. Additionally, Ms. Chen is the manager of the Sponsor. |
| (d) | During the last five years, the Reporting Persons have not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Sponsor is a limited liability company formed under the laws of the Cayman Islands. Fund III is a limited partnership organized under the laws of the State of Delaware. GP III is a limited liability company organized under the laws of the State of Delaware. Fund V is a limited partnership organized under the laws of the State of Delaware. GP V is a limited liability company organized under the laws of the State of Delaware. Master Fund is a limited partnership organized under the laws of the State of Delaware. Global GP is a limited liability company organized under the laws of the State of Delaware. Bihua Chen is citizen of the United States. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented as follows:
On July 1, 2026, Sponsor distributed 4,528,186 shares of Common Stock, pro rata, to its members for no consideration. Following such transaction, Sponsor holds no shares of Common Stock.
As a result of Sponsor's pro rata distribution of shares to its members, (i) Fund III, a member of Sponsor, acquired 2,692,459 shares of Common Stock; (ii) Fund V, a member of Sponsor, acquired 1,704,862 shares of Common Stock; and (iii) Master Fund, a member of Sponsor, acquired 130,865 shares of Common Stock. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated in its entirety as follows: The information set forth in the facing pages of this Schedule 13D with respect to the beneficial ownership of each Reporting Person is incorporated by reference into this Item 5. The aggregate number of shares of Common Stock owned by each Reporting Person is set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and is incorporated herein by reference. The percentage of the Common Stock held by each Reporting Person is based on an aggregate of 80,107,104 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 12, 2026. |
| (b) | For each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference. With respect to Bihua Chen, excludes 31,675 shares of Common Stock underlying unvested stock options. |
| (c) | Except for the transactions described in Items 4 and 6 of this Amendment and as described below, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Common Stock of the Issuer.
On June 16, 2026, as consideration for her service as a director of the Issuer, Bihua Chen was granted 31,675 stock options to purchase 31,675 shares of Common Stock at an exercise price of $7.73. Such options are unvested and will vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the Issuer's next annual meeting of stockholders following the date of grant, subject to Ms. Chen's continued service to the Issuer through the applicable vesting date. |
| (d) | To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the affiliates of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended and supplemented as follows:
In connection with the pro rata distribution of shares of Common Stock by Sponsor, each of Fund III, Fund V, and Master Fund entered into a joinder ("Joinder") to that certain lock-up agreement, dated as of August 11, 2025, by and between the Sponsor and the Issuer (the "Lock-Up Agreement"), pursuant to which Fund III, Fund V, and Master Fund agreed to be subject to the transfer restrictions set forth in the Lock-Up Agreement with respect to such distributed shares of Common Stock in the same manner as if such person were an original party thereto and as if such distributed shares were "Lock-Up Shares" thereunder.
The foregoing description of the Joinder is subject to and qualified in its entirety by the full text of the Form of Joinder, a copy of which is included as Exhibit 13 and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 13. Joinder to Lock-Up Agreement, dated July 1, 2026, by and among BridgeBio Oncology Therapeutics, Inc., Cormorant Private Healthcare Fund III, LP, Cormorant Private Healthcare Fund V, LP, and Cormorant Global Healthcare Master Fund, LP.
14. Joint Filing Agreement. |
