Helix Acquisition Corp II-A美股招股说明书(2025-07-10版)

PROXYSTATEMENT FOR EXTRAORDINARY GENERAL MEETING OFSHAREHOLDERSOFHELIXACQUISITION CORP.II(ACAYMAN ISLANDS EXEMPTED COMPANY)ANDPROSPECTUSFORUPTO 28,000,000 SHARES OF COMMON STOCK OF HELIX ACQUISITION CORP.II(WHICHWILL BE RENAMED“BRIDGEBIO ONCOLOGY THERAPEUTICS,INC.”FOLLOWINGDOMESTICATIONIN THE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESSCOMBINATIONDESCRIBED HEREIN) OnFebruary27,2025,the board of directors(“Helix Board”)of HelixAcquisitionCorp.II,a Cayman Islands exempted company(“Helix,”“we,”“us”or“our”),based in part on the unanimous recommendation of the transactioncommitteeof the Helix Board(the“Transaction Committee”),unanimously approvedtheBusiness Combination Agreement,dated February28,2025,by and among Helix,HelixIIMerger Sub,Inc.,a Delaware corporation and wholly-owned subsidiary ofHelix(“Merger Sub”),and TheRas,Inc.(d/b/a BridgeBio Oncology Therapeutics),aDelawarecorporation(“BBOT”)(as amended by Amendment No.1 to the BusinessCombinationAgreement,dated as of June 17,2025,and as it may be further amended,restated,supplemented,or otherwise modified from time to time,the“BusinessCombinationAgreement”),pursuant to which the following will occur:(1)thedomesticationof Helix as a Delaware corporation,in which Helix will de-registerfromthe Register of Companies in the Cayman Islands and transfer by way ofcontinuationout of the Cayman Islands and into the State of Delaware so as tomigrateto and domesticate as a Delaware corporation in accordance with Helix’samendedandrestatedmemorandumandarticlesofassociation(the“HelixArticles”), Section 388 of the Delaware General Corporation Law (the “DGCL”) andPartXIIof the Companies Act(As Revised)of the Cayman Islands(the“CaymanCompaniesAct”)(the“Domestication”);(2)themerger of Merger Sub with andintoBBOT with BBOT surviving the merger as a wholly-owned subsidiary of Helix(the“Merger”),in accordance with the Business Combination Agreement and DGCL;and(3)theother transactions contemplated by the Business Combination Agreement anddocuments related thereto (such transactions, together with the Domestication and theMerger,the“Business Combination”),all as described in more detail in theaccompanyingproxy statement/prospectus.In connection with the consummation of theBusinessCombination(the“Closing”and the date of the Closing,the“ClosingDate”),Helix will be renamed BridgeBio Oncology Therapeutics,Inc.(“PubCo”).References herein to PubCo denote Helix following the Business Combination. A copy oftheBusinessCombinationAgreementisattachedtotheaccompanyingproxystatement/prospectus asAnnex A. TheDomestication is intended to occur on the date that is one businessdayprior to the Closing Date. In connection with the Domestication, immediately prior totheDomestication,(1)Helixwill effect the redemption of the ClassAordinarysharesof Helix,par value$0.0001 per share(the“Helix ClassAShares”),initiallyissued in Helix’s initial public offering(the“Public Shares” and theholdersof Public Shares,the“Public Shareholders”)that are validly submittedforredemption and not withdrawn,(2)HelixHoldingsIILLC,a Cayman Islandslimited liability company and the sponsor of Helix (the “Sponsor”), will surrendertoHelix such number of ClassBordinary shares of Helix,par value$0.0001 pershare (the “Helix ClassBShares” or the “Founder Shares,” and together withtheHelix ClassAShares,the“Helix Ordinary Shares”),held by the Sponsorequalto the quotient of(i)thedifference between(a)theprice at which eachPublicShare may be redeemed in connection with the Business Combination(the“Redemption Price”)multiplied by 4,600,000 less(b)$46,000,000divided by(ii)theRedemptionPrice(thenumberofshares,the“SponsorForfeitedShares”);and(3)each holder of each issued and outstanding Helix Class B Share(otherthan the Sponsor Forfeited Shares)will irrevocably and unconditionally electtoconvert,on a one-for-one basis,each Helix ClassBShare held by it into oneHelix ClassA Share (the “ClassBShare Conversion”). At the effective time oftheDomestication,each outstanding Helix ClassAShare(excluding Public Sharesvalidlysubmitted for redemption and the Sponsor Forfeited Shares,but includingHelix ClassA Shares issued upon the Class B Share Conversion) will be reclassifiedasone share of common stock,par value$0.0001 per share,of PubCo(the“PubCoCommonStock”).On the day of the Closing,the Sponsor will surrender and forfeitthe Sponsor Contributed Shares (as defined below), if any. Table of Contents Onthe day of the Closing,the Merger will occur.In accordance with the termsand subject to the conditions set forth in the Business Combination Agreement, at theeffective time of the Merger (the “Merger Effective Time”), each share of BBOT’scapitalstock that is issued and outstanding as of immediately prior to the MergerEffectiveTime(excluding treasury shares and dissenting shares)will automaticallybecanceled and converted into the right to receive a corresponding number of sharesofPubCoCommonStockequaltotheConsiderationRatio(asdefinedbelow).Additi