[8-K] Helix Acquisition Corp. II Reports Material Event

Rhea-AI Filing Summary

Helix Acquisition Corp. II (Nasdaq: HLXB) has reached a key milestone in its proposed merger with TheRas, Inc. (doing business as BridgeBio Oncology Therapeutics, “BBOT”). The company disclosed in an 8-K filing dated 11 July 2025 that the U.S. Securities and Exchange Commission declared the joint Registration Statement on Form S-4 effective on 10 July 2025. The effective S-4 contains the combined proxy statement/prospectus that will be mailed to Helix shareholders of record as of 30 June 2025 for a vote on the business combination.

Under the Business Combination Agreement (signed 28 Feb 2025 and amended 17 Jun 2025), Helix will merge with BBOT through a wholly owned subsidiary, after which the resulting public entity will be renamed BridgeBio Oncology Therapeutics (“PubCo”). The filing notes that completion of the transaction remains subject to customary conditions, including shareholder approval and possible regulatory clearances. Exhibit 99.1 (press release) was furnished—not filed—under Item 7.01.

The filing reiterates extensive forward-looking statement and risk disclosures typical of SPAC transactions, highlighting uncertainties such as shareholder redemptions, regulatory review, clinical-development outcomes for BBOT’s candidates (ONKORAS-101, BREAKER-101, BBO-11818, BBO-8520, BBO-10203) and general market conditions.

• Next step: distribution of the definitive proxy statement/prospectus to shareholders and scheduling of the shareholder meeting.
• Ticker and listing: Helix’s Class A ordinary shares continue to trade on Nasdaq under “HLXB” until closing.

Positive

• Registration Statement declared effective, enabling shareholder solicitation and moving the transaction into its final phase.
• Record date (30 Jun 2025) and mailing of proxy establish clear timeline toward closing.
• Post-merger entity will provide public-market access to BBOT’s oncology pipeline, including ONKORAS-101 and BREAKER-101.

Negative

• Transaction still subject to shareholder approval and potential high redemption rates, which could reduce available cash.
• No valuation, cash-runway or pro-forma financial metrics were disclosed in this filing.
• Forward-looking statements highlight significant clinical, regulatory and market risks tied to BBOT’s early-stage programs.

Insights

SPAC/Healthcare Analyst

TL;DR – SEC effectiveness propels Helix-BBOT deal toward shareholder vote; material but execution risks remain.

The effectiveness of the Form S-4 is a pivotal de-risking event in any SPAC process because it unlocks the ability to solicit shareholder approval and complete the merger. For Helix, it signals regulatory vetting of the disclosure package and sets a clear timeline—the record date is already fixed—which usually compresses the closing window to 4-8 weeks. From an investor standpoint, the milestone increases visibility on the transaction and potential access to BBOT’s oncology pipeline once public.

However, material hurdles remain: (1) redemption rate uncertainty could shrink the cash-in-trust and impact the pro-forma balance-sheet; (2) the deal still requires majority shareholder approval; (3) the filing offers no valuation metrics or pro-forma financial forecasts, limiting the ability to assess dilution or upside. Furthermore, BBOT’s value proposition hinges on early-stage clinical programs, which carry significant development and regulatory risk.

Overall, the announcement is incrementally positive because it advances the timetable, but investors should monitor redemption levels, final financing terms and upcoming clinical readouts.

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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, 52^nd 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.

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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.

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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

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FAQ

What did Helix Acquisition Corp. II (HLXB) announce on 11 July 2025?

Helix reported that its Form S-4 registration statement for the merger with BridgeBio Oncology Therapeutics was declared effective by the SEC.

Why is SEC effectiveness of the S-4 important for HLXB shareholders?

It allows Helix to mail the proxy statement/prospectus and seek shareholder approval, a critical step before the merger can close.

When is the record date for voting on the Helix-BBOT business combination?

Shareholders of record as of 30 June 2025 will be eligible to vote.

What will the combined company be called after the merger closes?

Upon completion, the entity will be renamed BridgeBio Oncology Therapeutics (PubCo).

Does the 8-K include financial projections or valuation details?

No. The filing focuses on regulatory status and risk factors; it does not provide pro-forma financials or valuation metrics.

What ticker symbol does Helix’s Class A share currently trade under?

Helix’s Class A ordinary shares trade on Nasdaq under the symbol HLXB.