BBOT

Business Context and Reporting Period

This Form 8-K, dated February 28, 2025, reports that Helix Acquisition Corp. II ("Helix") has entered into a Business Combination Agreement with TheRas, Inc. (doing business as BridgeBio Oncology Therapeutics, "BBOT"). BBOT is a clinical-stage biopharmaceutical company developing small molecule therapeutics targeting RAS and PI3K malignancies. Upon consummation, Helix will domesticate as a Delaware corporation, change its name to "BridgeBio Oncology Therapeutics, Inc." ("PubCo"), and BBOT will become a wholly-owned subsidiary of PubCo.

Key Financial Metrics and Transaction Structure

• Equity Value: The transaction values BBOT at an equity value of $461,051,546.
• PIPE Investment: Helix has secured approximately $260,000,000 in PIPE investments from qualified institutional buyers and accredited investors. Existing Helix shareholders subscribed for approximately $188,000,000 of this amount, including a $75,000,000 commitment from Cormorant Asset Management.
• Minimum Cash Requirement: A condition to closing is that the aggregate cash proceeds from Helix's trust account and PIPE investments must equal no less than $400,000,000 (after redemptions and transaction expenses).
• Consideration Ratio: BBOT shareholders will receive PubCo Common Stock based on a Consideration Ratio calculated by dividing the Aggregate Merger Consideration by the Aggregate Fully Diluted Company Shares.
• Redemption Price: The specific Redemption Price per share is not explicitly stated in this filing but is defined as the price at which Class A Shares may be redeemed in connection with the Business Combination.

Material Changes and Transaction Mechanics

The filing details a significant corporate restructuring involving a SPAC merger. Key mechanics include:

• Domestication: Helix will transfer from the Cayman Islands to Delaware one business day prior to closing.
• Share Conversion: Helix Class B shares will convert to Class A shares on a one-for-one basis. Outstanding BBOT stock will convert to PubCo Common Stock based on the Consideration Ratio.
• Stock Options: BBOT stock options will convert to PubCo options with adjusted share counts and exercise prices to maintain economic equivalence.
• Sponsor Forfeiture: The Sponsor will forfeit a specific number of Class B shares to ensure the Sponsor's pro-rata interest aligns with the transaction economics. Additionally, if closing cash falls below $400,000,000, the Sponsor must forfeit additional PubCo Common Stock ("Contribution Shares").

Guidance, Outlook, Risks, and Contingencies

Outlook and Milestones:

• Closing Timeline: The Closing is expected to occur after the satisfaction of conditions, with a termination date of October 31, 2025, automatically extendable to December 31, 2025 if the SEC has not declared the Registration Statement effective by September 30, 2025.
• Management: The executive management team of BBOT is expected to serve as the executive management team of PubCo.
• Board Composition: PubCo's board will consist of seven members, with the Sponsor designating two directors initially.

• Approval by Helix and BBOT shareholders.
• Effectiveness of the SEC Registration Statement (Form S-4).
• Nasdaq listing approval for PubCo Common Stock.
• Absence of a Material Adverse Effect.

• Redemption Risk: The transaction is contingent on maintaining a minimum cash balance of $400,000,000 after redemptions. High redemption rates could trigger Sponsor share forfeiture or jeopardize the deal.
• Regulatory Risk: Delays or denials in SEC approval of the Registration Statement or Nasdaq listing could prevent closing.
• Clinical Risk: Forward-looking statements highlight risks regarding the outcomes of BBOT's clinical trials (ONKORAS-101, BREAKER-101, BBO-11818, etc.) and regulatory approvals.
• Lock-Up Periods: Sponsor, Cormorant, and existing investors are subject to a one-year lock-up. BBOT employees are subject to a six-month lock-up.

• Non-Redemption Agreements: Certain shareholders holding 450,900 Class A Shares have agreed not to redeem their shares.
• Support Agreements: Helix Supporting Shareholders and BBOT Supporting Stockholders have entered into agreements to vote in favor of the transaction and not to pursue alternative proposals.

Important Facts for Investor Verification

• Final Redemption Price: Verify the exact Redemption Price per share in the upcoming Proxy Statement/Prospectus (Form S-4) to calculate the precise Consideration Ratio and equity value.
• Redemption Levels: Monitor the percentage of Helix public shares submitted for redemption to assess if the $400,000,000 minimum cash condition will be met without excessive Sponsor forfeiture.
• SEC Effectiveness: Confirm the filing and effectiveness date of the Form S-4 Registration Statement to ensure the transaction meets the September 30, 2025, deadline for automatic extension.
• PIPE Commitments: Verify the final closing of the $260,000,000 PIPE investment and the specific terms of the Subscription Agreements.
• Clinical Data: Review upcoming data readouts for BBOT's pipeline (ONKORAS-101, BREAKER-101) as these are critical to the company's valuation and future prospects.