BBOT

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended March 31, 2025, for Helix Acquisition Corp. II (the "Company"), a Cayman Islands exempted company and special purpose acquisition company (SPAC). The Company is an emerging growth company and a shell company formed to effect a business combination with one or more businesses, primarily in the healthcare sector. As of the filing date, the Company has not commenced operations and has no operating revenue. On February 28, 2025, the Company entered into a definitive Business Combination Agreement with TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics, "BBOT"). Upon consummation, the Company will domesticate as a Delaware corporation and change its name to BridgeBio Oncology Therapeutics, Inc.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Loss vs. Net Income: The Company reported a net loss of $487,392 for Q1 2025, compared to net income of $1,100,442 in Q1 2024. This shift is primarily due to a significant increase in General and Administrative (G&A) expenses, which rose from $66,701 to $2,421,186.
• Expense Surge: The spike in G&A expenses is attributed to costs associated with the proposed business combination with BBOT, including legal, accounting, and transaction-related fees incurred in Q1 2025.
• Trust Account Growth: Interest earned on marketable securities held in the Trust Account increased to $1,989,268 in Q1 2025 from $1,206,515 in Q1 2024, reflecting higher yields on U.S. Treasury bills. The total value of the Trust Account grew to approximately $194.4 million.
• Liquidity Position: Cash held outside the Trust Account decreased from $1.70 million at year-end 2024 to $963,135 at March 31, 2025, due to operating cash outflows of $734,642.

Outlook, Risks, and Contingencies

• Business Combination Status: The Company is actively pursuing the merger with BBOT. The transaction is subject to customary closing conditions, including shareholder approval, SEC registration statement effectiveness, and the receipt of minimum cash proceeds.
• Pipeline Investment (PIPE): The Company has secured subscription agreements for approximately $260 million in PIPE investments, with a minimum condition of $200 million in cash proceeds required for closing. Cormorant Funds subscribed for $75 million.
• Going Concern Uncertainty: Management has raised substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance date. The Company lacks sufficient liquidity to sustain operations without completing a business combination or obtaining additional financing. If a combination is not completed by February 14, 2026, the Company will liquidate.
• Redemption and Forfeiture: Public shareholders have the right to redeem shares. The Sponsor and certain investors have entered into non-redemption agreements. Additionally, the Sponsor has agreed to forfeit shares if the closing cash falls below $400 million.
• Risk Factors: Risks include the failure to consummate the business combination, market volatility, geopolitical instability, and potential changes in U.S. regulatory policies affecting the target business.

Investor Verification Checklist

• Transaction Closing Conditions: Verify the status of the $400 million minimum cash requirement (Trust Account + PIPE) and the effectiveness of the Form S-4 registration statement.
• Redemption Levels: Monitor shareholder redemption activity, as high redemption rates could jeopardize the minimum cash threshold required to close the deal.
• PIPE Commitments: Confirm that the $200 million minimum PIPE funding condition is met and that no material adverse effects have occurred for BBOT or Helix.
• Liquidity Runway: Assess the Company's ability to fund operations until the closing date or the mandatory liquidation date of February 14, 2026, given the current working capital deficit.
• Shareholder Approval: Track the timeline for the shareholder vote required to approve the Business Combination Agreement and the domestication of the Company.