BBOT

Business Context and Reporting Period

Company: Helix Acquisition Corp. II (HLXB), a Cayman Islands special purpose acquisition company (SPAC).

Reporting Period: Fiscal year ended December 31, 2024.

Business Overview: The Company is a "blank check" company with no operating history or revenues. Its sole purpose is to effect a merger, share exchange, or asset acquisition. On February 13, 2024, the Company consummated its Initial Public Offering (IPO) of 18,400,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $184,000,000. Simultaneously, it sold 509,000 Private Placement Shares to the Sponsor for $5,090,000. A total of $184,000,000 was deposited into a Trust Account.

Recent Development: On February 28, 2025, the Company entered into a definitive Business Combination Agreement with TheRas, Inc. (doing business as BridgeBio Oncology Therapeutics, or "BBOT"). Upon closing, the Company will domesticate as a Delaware corporation and merge with BBOT.

Key Financial Metrics (Year Ended December 31, 2024)

Material Changes vs. Prior Period

• From Pre-IPO to Post-IPO: The Company transitioned from having no assets or liabilities (other than formation costs) to holding $192.4 million in the Trust Account. In 2023, the Company reported a net loss of $41,692. In 2024, it reported net income of $7.6 million, driven entirely by interest earned on Trust Account securities.
• Capital Structure: As of December 31, 2024, the Company had 18,400,000 Class A shares subject to possible redemption and 4,600,000 Class B founder shares outstanding. In 2023, no Class A shares were issued.
• Liquidity: Cash outside the Trust Account increased from $0 in 2023 to $1,697,777 in 2024, funded by the IPO proceeds retained for working capital.

Guidance, Outlook, Risks, and Unusual Items

Outlook and Business Combination

The Company has entered into a definitive agreement to merge with BBOT, a clinical-stage biopharmaceutical company. The transaction includes:

• Equity Value: $461,051,546.
• Minimum Cash Requirement: The closing is conditioned on aggregate cash proceeds (Trust Account + PIPE) of at least $400,000,000.
• PIPE Investment: Approximately $260,000,000 in subscription agreements with PIPE investors, including $75,000,000 from Cormorant Funds.
• Shareholder Support: Sponsor and certain existing investors have entered into support agreements to vote in favor of the transaction and waive redemption rights.

Risks and Contingencies

• Going Concern: The filing states that the mandatory liquidation date (February 14, 2026) raises substantial doubt about the Company's ability to continue as a going concern if the business combination is not consummated.
• Redemption Risk: If public shareholders redeem a significant number of shares, the Company may fail to meet the $400 million minimum cash requirement, causing the transaction to fail.
• Sponsor Forfeiture: If closing cash is less than $400 million, the Sponsor must forfeit a calculated number of shares to make up the difference.
• Regulatory Approval: The transaction is subject to SEC approval of the registration statement (Form S-4) and shareholder approval.

Key Facts for Investor Verification

• Transaction Status: Verify the effectiveness of the Form S-4 registration statement and the outcome of the shareholder vote required to approve the BBOT merger.
• Redemption Levels: Monitor the percentage of public shares tendered for redemption to ensure the $400 million minimum cash condition is met.
• PIPE Commitments: Confirm that the $260 million in PIPE investments is fully subscribed and funded at closing.
• Trust Account Yield: Note that the redemption price per share ($10.46) exceeds the IPO price ($10.00) due to interest income; verify if this yield is sustainable or if it impacts the final merger consideration.
• Sponsor Dilution/Forfeiture: Review the specific mechanics of the Sponsor's share forfeiture obligation if the cash condition is not met.