Full Press Release Details
BridgeBio Oncology Therapeutics (BBOT) and Helix Acquisition
Corp. II Announce Business Combination Agreement to Create Publicly Listed Biotechnology Company Advancing a Pipeline of RAS and PI3K -Targeting
FRANCISCO & BOSTON, February 28, 2025 - (BUSINESS WIRE) - TheRas, Inc. d/b/a BridgeBio Oncology Therapeutics ("BBOT"),
a clinical-stage biopharmaceutical company advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and
PI3Ka malignancies, and Helix
Acquisition Corp. II (Nasdaq: HLXB) ("Helix"), a special purpose acquisition company (SPAC) sponsored by affiliates of Cormorant
Asset Management, today announced that they have entered into a definitive business combination agreement. Upon closing of the transaction,
the combined company will be renamed "BridgeBio Oncology Therapeutics, Inc." The combined company's common stock is
expected to be listed on Nasdaq under the ticker symbol BBOT.
In addition to approximately $196 million held in Helix Acquisition
Corp. II's trust account (assumed as of the closing and assuming no redemptions by Helix's public shareholders), the transaction
also includes commitments for an approximately $260 million PIPE from a group of premier institutional investors. The PIPE is led by Cormorant
Asset Management and includes ADAR1 Capital Management, BC Capital, investment funds affiliated with Deerfield Management Company, Enavate
Sciences, Eventide Asset Management, Novo Holdings A/S, Octagon Capital, Omega Funds, Paradigm BioCapital Advisors, StemPoint Capital
LP, Surveyor Capital (a Citadel company), Wellington Management, and another leading mutual fund.
Eli Wallace, PhD., Chief Executive Officer of BBOT, said "This
financing and transaction mark a significant milestone for our company. We are profoundly grateful to the patients who participate in
our trials, our dedicated BBOT team members, and our investors. We believe this transaction is the optimal path to advance our programs
and make a meaningful impact on patients affected by deadly cancers."
Net proceeds from the transaction are expected to provide BBOT with
the capital needed to accelerate the development of three lead programs: BBO-8520, BBO-10203, and BBO-11818. BBO-8520 is a direct inhibitor
of KRASG12C in both the "ON" and "OFF" states and is currently being evaluated in the Phase 1 ONKORAS-101
trial (NCT06343402) for patients with KRASG12C mutant non-small cell lung cancer. BBO-10203 is an orally bioavailable small
molecule with a novel mechanism of action that is designed to inhibit the physical interaction between RAS and PI3K , resulting
in the inhibition of RAS-driven PI3K -AKT signaling in tumors. BBO-10203 is being evaluated in the Phase 1 BREAKER-101 trial (NCT06625775)
for patients with locally advanced and unresectable or metastatic HER2+ breast cancer, HR+/HER2- breast cancer, KRAS mutant colorectal
cancer and KRAS mutant non-small cell lung cancer. BBO-11818 is a pan-KRAS inhibitor targeting mutant KRAS in both the "ON"
and "OFF" states with strong potency against KRASG12D and KRASG12V mutants. BBOT expects to dose the
first patient with BBO-11818 in the first half of 2025.
Bihua Chen, Founder and Chief Executive Officer of Cormorant, and Chief
Executive Officer of Helix, said "BBOT's team has some of the brightest minds in oncology, with a proven track record of developing
new medicines. The company's pipeline has the potential for paradigm-shifting impact on the treatment of some of the highest prevalence
malignancies and we look forward to seeing patient impact further materialize as the clinical trials move forward."
Transaction Overview
Upon the closing of the business combination, BBOT expects it will
have access to approximately $550 million in cash (prior to the payment of transaction costs of BBOT and Helix and assuming no redemptions
by Helix's public shareholders and existing BBOT cash at closing of $100 million). The proceeds will be funded through a combination
of approximately $196 million held in a trust account by Helix (assumed as of the closing and assuming no redemptions by Helix's
public shareholders) and an approximately $260 million concurrent PIPE financing of common stock issued at the SPAC redemption price per
share to leading institutional investors. Assuming a share price of $10.36 per share and no redemptions of Helix shares by Helix's
public shareholders, BBOT (as a combined entity) is expected to have an implied pro forma equity value of approximately $949 million at
closing. BBOT shareholders will not receive any cash proceeds as part of the transaction and will roll 100% of their equity into the combined
The boards of directors of both BBOT and Helix have approved the proposed
transaction, which is expected to be completed in the third quarter of 2025. The transaction is subject to, among other things, the approval
of the stockholders of both BBOT and Helix, and satisfaction or waiver of the conditions stated in the definitive business combination
Leerink Partners, Morgan Stanley, Cantor, and Oppenheimer & Co.
acted as placement agents for Helix in connection with the PIPE transaction. Leerink Partners also acted as lead capital markets advisor
to Helix. Piper Sandler acted as capital markets advisor to BBOT. Goodwin Procter acted as legal counsel to BBOT. White & Case LLP
acted as legal counsel to Helix. Kirkland & Ellis LLP acted as legal counsel to the placement agents.
Additional information about the transaction will be provided in a
Current Report on Form 8-K to be filed by Helix with the SEC and will be available at the SEC's website at www.sec.gov.
About TheRas, Inc. d/b/a BridgeBio Oncology Therapeutics (BBOT)
BridgeBio Oncology Therapeutics (BBOT) is a clinical-stage biopharmaceutical
company advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3K malignancies. Initially
formed as a subsidiary of BridgeBio Pharma, Inc. (Nasdaq: BBIO), BBOT has the goal of improving outcomes for patients with cancers driven
by the two most prevalent oncogenes in human tumors. For more information, visit bridgebiooncology.com.
About Helix Acquisition Corp. II (HLXB)
Helix Acquisition Corp. II (Nasdaq: HLXB) is a special purpose acquisition
company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with one or more businesses. Helix Acquisition Corp. II raised $184 million in its initial public offering
on February 9, 2024. Helix is sponsored by affiliates of Cormorant Asset Management and is headquartered in Boston, Massachusetts.
Additional Information and Where to Find It
In connection with the business combination, Helix and BBOT intend
to prepare and file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the
"Registration Statement"), which will include a preliminary proxy statement of Helix and a preliminary prospectus with respect
to the securities to be offered in the business combination. After the Registration Statement is declared effective, Helix will mail a
definitive proxy statement/prospectus relating to the business combination to its shareholders as of a record date to be established for
voting on the business combination. The Registration Statement, including the proxy statement/prospectus contained therein, will contain
important information about the business combination and the other matters to be voted upon at the Helix shareholder meeting. 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. Helix and BBOT may also file
other documents with the SEC regarding the business combination. Helix's shareholders and other interested persons are advised to
read, when available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments
thereto and the definitive proxy statement/prospectus and other documents filed in connection with the business combination, as these
materials will contain important information about Helix, BBOT, and the business combination. Helix's shareholders and other interested
persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC when
they become available because they will contain important information about Helix, BBOT, and the business combination. Shareholders will
also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive 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 names of Helix's directors and executive officers and a
description of their interests in Helix is available in the sections entitled "Management-Officer and Director Compensation",
"Management-Directors' Fiduciary Duties and Conflicts of Interest," and "Principal Shareholders"
of Helix's Registration Statement on Form S-1, as amended from time to time, which was filed with the SEC and declared effective
on February 8, 2024, and is available 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. Additional information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise,
will be contained in the proxy statement/prospectus relating to the business combination when it becomes available.
Forward-Looking Statements
Certain statements included in this press release 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