BridgeBio Oncology Therapeutics Inc美股招股说明书(2025-09-10版)

63,054,549 Shares of Common Stock by the Selling Securityholders This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “SellingSecurityholders”) of up to 63,054,549 shares of common stock, par value $0.0001 per share of BridgeBio Oncology Therapeutics, Inc. (the “CommonStock”) consisting of (i)up to 24,343,711 shares of Common Stock (the “PIPE Shares”) issued in a private placement pursuant to subscriptionagreements entered into on February28, 2025 (the “PIPE Financing”), (ii) up to 4,648,186 shares of Common Stock issued to the Sponsor (as definedbelow) and certain initial shareholders of Helix (as defined below) in connection with the Business Combination (as defined below), (iii) up to32,155,445 shares of Common Stock issued or issuable to certain equity holders of the Company pursuant to the Business Combination and (iv)1,907,207 shares of Common Stock issuable upon exercise of stock options at exercise prices ranging from $1.02 to $7.88 per share (the “Options”),issued to certain of our affiliates upon conversion of stock options in TheRas, Inc. dba BridgeBio Oncology Therapeutics in connection with theBusiness Combination. We will not receive any proceeds from the sale of shares of common stock by the Selling Securityholders pursuant to this prospectus, except withrespect to amounts received by us upon exercise of the Options to the extent such Options are exercised for cash. However, we will pay the expenses,other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities,associated with the sale of securities pursuant to this prospectus. We are registering the offer and sale of certain securities described above to satisfy certain registration rights we have granted. Our registration ofthe securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of thesecurities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by this prospectus in a number ofdifferent ways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sellthe securities under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock is listed on the Nasdaq Global Market under the symbol “BBOT”. On September9, 2025, the closing price of our CommonStock was $10.23per share. We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced publiccompany reporting requirements. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 10 ofthis prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS MARKET AND INDUSTRY DATAINTRODUCTORY NOTE AND FREQUENTLY USED TERMSABOUT THIS PROSPECTUSPROSPECTUS SUMMARYCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSUSE OF PROCEEDSDETERMINATION OF OFFERING PRICEDIVIDEND POLICYMARKET INFORMATIONSECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANSUNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONBUSINESSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSMANAGEMENTEXECUTIVE COMPENSATIONDESCRIPTION OF CAPITAL STOCKSECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIESPRINCIPAL STOCKHOLDERSSELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINDEX TO FINANCIAL STATEMENTS Table of Contents MARKET AND INDUSTRY DATA This prospectus contains assumptions and information concerning our industry, our business, and the market for our services and solutions,including our market position, our general expectations of our market opportunity, and size and growth rates of the markets in which we participate, thatare based on industry publications, surveys, and reports that have been prepared by independent third parties. This information involves a number ofassumptions and limitations, and industry in which we operate is subject to a high degree of uncertainty and risk. As a result, the estimates and marketand industry information provided in this prospectus are subject to change based on various factors, including those described in “Cautionary NoteRegarding Forward-Looking Statements” and “Risk Factors — Risks Related to BBOT’s Business”