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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 11, 2025
HELIX ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41955 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
Cormorant Asset Management LP
200 Clarendon Street, 52nd Floor
Boston, MA 02116
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (857) 702-0370
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary share, par value $0.0001 per share |
|
HLXB |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On July 11, 2025, Helix Acquisition Corp. II
(the “Company” or “Helix”) and TheRas, Inc (d/b/a BridgeBio Oncology Therapeutics)
(“BBOT”) jointly issued a press release announcing, among other things, that the Registration Statement on Form
S-4 (as amended, the “Registration Statement”) filed by Helix and BBOT, in connection with the previously-announced
business combination among Helix, BBOT and the other parties thereto, has been declared effective by the U.S. Securities and Exchange
Commission (the “SEC”). A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by
reference herein.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended (“Securities Act”)
or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated July 11, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 Current Report
on Form 8-K and the exhibit hereto 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 Current Report on
Form 8-K and the exhibit hereto 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.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
HELIX ACQUISITION CORP. II |
| |
|
|
| Date: July 11, 2025 |
By: |
/s/ Bihua Chen |
| |
Name: |
Bihua Chen |
| |
Title: |
Chief Executive Officer |
