Helix Acqsn II SEC Filings

Helix Acquisition Corp. II (symbol: HLXB) has filed a Form S-4 detailing its proposed business combination with TheRas, Inc. (doing business as BridgeBio Oncology Therapeutics, “BBOT”). The filing registers up to 28 million shares of common stock to be issued in connection with the transaction and outlines a multi-step process that will (i) domesticate Helix from the Cayman Islands to Delaware, (ii) merge a Helix subsidiary with and into BBOT, and (iii) rename the surviving public entity “BridgeBio Oncology Therapeutics, Inc.”

Structure & Timeline: • On February 27-28, 2025 Helix’s board unanimously approved the Business Combination Agreement, later amended on June 17, 2025. • Domestication is expected one business day prior to closing; immediately thereafter, Helix Class A ordinary shares (other than redeemed Public Shares) will convert one-for-one into PubCo common stock. • Sponsor mechanics include the surrender of an undetermined number of “Sponsor Forfeited Shares” and a conversion of remaining Class B shares into Class A prior to domestication, potentially reducing founder dilution. • At merger effectiveness, each outstanding BBOT share will convert into PubCo shares at a “Consideration Ratio” derived from an Equity Value of US $461,051,546 divided by the redemption price for Helix Public Shares. Outstanding BBOT options will convert into equivalent PubCo options using the same ratio.

Registered Securities & Consideration: • Aggregate merger consideration equals the Equity Value divided by the as-yet-undetermined redemption price. • The S-4 covers issuance of up to 28,000,000 PubCo shares, inclusive of merger consideration and option exercises. • No cash consideration is described; the transaction is entirely share-for-share.

Regulatory & Status Flags: • Helix is classified as a non-accelerated filer, smaller reporting company, and emerging growth company. • The registration statement is preliminary; securities cannot be issued until the SEC declares effectiveness. • A customary ability to postpone effectiveness until further amendment is reserved.

Key Implications for Investors:

• The filing marks a critical step toward closing a de-SPAC transaction that would transition Helix into an oncology-focused operating company.
• Equity valuation of approximately $461 million provides an initial reference point for PubCo, although the final share count will depend on Public Share redemptions.
• Founder-share forfeiture and conversion mechanics could mitigate dilution to public shareholders.
• Registration of 28 million shares signals potentially significant dilution relative to Helix’s current public float.