Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended June 30, 2025, for Helix Acquisition Corp. II (the "Company"), a Cayman Islands exempted company and special purpose acquisition company (SPAC). The Company is in the process of consummating a business combination with TheRas, Inc. (dba BridgeBio Oncology Therapeutics, or "BBOT"). As of the reporting date, the Company has not commenced commercial operations and generates income solely from interest on funds held in a Trust Account.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 |
|---|---|---|
| Net Income | $430,918 | $3,312,978 |
| Operating Expenses (G&A) | $3,543,034 | $219,044 |
| Interest Income (Trust Account) | $4,064,267 | $3,648,794 |
| Cash and Cash Equivalents | $664,231 | $1,814,499 (End of Period 2024) |
| Marketable Securities in Trust | $196,513,558 | $192,449,291 |
| Total Assets | $197,390,337 | $194,424,196 |
| Total Liabilities | $8,148,819 | $5,707,515 |
| Working Capital Deficit | ($1,752,040) | N/A |
| Deferred Underwriting Fee | $5,520,000 | $5,520,000 |
Material Changes vs. Prior Period
- Operating Expenses Surge: General and administrative expenses increased significantly to $3.54 million for the six months ended June 30, 2025, compared to $219,044 in the prior year period. This increase is attributed to costs associated with the proposed business combination and ongoing operational requirements.
- Net Income Decline: Despite higher interest income from the Trust Account ($4.06M vs $3.65M), net income decreased to $430,918 from $3.31 million due to the substantial rise in operating expenses.
- Liquidity Position: Cash held outside the Trust Account decreased from $1.70 million at December 31, 2024, to $664,231 at June 30, 2025. The Company reported a working capital deficit of $1.75 million.
- Liabilities: Total liabilities increased to $8.15 million, primarily driven by a rise in accounts payable and accrued expenses from $119,706 to $2.52 million.
Outlook, Risks, and Contingencies
- Proposed Business Combination: The Company entered into an agreement on February 28, 2025 (amended June 17, 2025) to merge with BBOT. The transaction involves a domestication to Delaware and a merger where BBOT becomes a wholly-owned subsidiary. The deal is subject to shareholder approval and a minimum cash condition of $400 million (Trust Account + PIPE).
- Pipeline Investment (PIPE): The Company secured subscription agreements for approximately $260 million in PIPE investments, with Cormorant Funds committing $75 million.
- Going Concern Uncertainty: Management has raised substantial doubt about the Company's ability to continue as a going concern for at least one year from the issuance date. The Company lacks sufficient liquidity to sustain operations without completing the business combination or securing additional financing. If the combination is not completed by February 14, 2026, the Company will liquidate.
- Redemption and Forfeiture: Public shareholders may redeem shares. The Sponsor has agreed to forfeit shares if closing cash falls below $400 million and has waived redemption rights for Founder and Private Placement shares.
- Risk Factors: Risks include market volatility, geopolitical instability, inflation, and the potential failure to satisfy conditions for the BBOT merger.
Investor Verification Checklist
- Verify the status of the BBOT Business Combination Agreement and whether the $400 million minimum cash condition (Trust + PIPE) is expected to be met.
- Confirm the liquidity runway given the $664,231 cash balance and $1.75 million working capital deficit outside the Trust Account.
- Review the redemption rights of public shareholders and the potential impact on the post-transaction capital structure.
- Assess the PIPE commitment stability, specifically the $260 million aggregate and the $75 million from Cormorant Funds.
- Monitor the February 14, 2026 mandatory liquidation deadline and any potential extensions.