Overview

Helix Acquisition Corp. is a special purpose acquisition company (SPAC) formed in 2021 for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. The company raised $184 million through an initial public offering in February 2024 and is currently pursuing a proposed business combination with BBOT.

Results of Operations

Helix Acquisition Corp. has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational tasks, preparing for the IPO, and identifying and negotiating a potential business combination with BBOT.

For the three months ended March 31, 2025, the company had a net loss of $487,392, which consisted of $2.4 million in general and administrative expenses and $57,919 in share-based compensation, partially offset by $1.99 million in interest income on marketable securities held in the trust account.

In comparison, for the three months ended March 31, 2024, the company had net income of $1.1 million, which was primarily driven by $1.2 million in interest income.

Liquidity and Capital Resources

Prior to the IPO, Helix Acquisition Corp.’s only source of liquidity was an initial purchase of Class B ordinary shares by the sponsor and loans from the sponsor.

The company completed its $184 million IPO in February 2024, with an additional $5.09 million raised from the private placement of 509,000 shares to the sponsor. The net proceeds from the IPO and private placement, after deducting offering costs, were placed in a trust account.

As of March 31, 2025, the company had $194.4 million in the trust account and $963,135 in cash outside the trust account. The company intends to use the trust account funds, along with additional financing, to complete its initial business combination with BBOT.

However, the company has determined that it currently lacks the liquidity needed to sustain operations for at least one year, which raises substantial doubt about its ability to continue as a going concern. If the company is unable to complete a business combination by February 2026, it will cease operations except for the purpose of liquidation.

Recent Developments

On February 28, 2025, Helix Acquisition Corp. entered into a business combination agreement with BBOT. The key terms include:

• Helix will domesticate from the Cayman Islands to Delaware and change its name to BridgeBio Oncology Therapeutics, Inc. (PubCo)
• Merger Sub, a wholly-owned subsidiary of Helix, will merge with and into BBOT, with BBOT as the surviving company and a wholly-owned subsidiary of PubCo
• BBOT shareholders will receive shares of PubCo common stock based on an agreed Consideration Ratio
• The transaction is subject to customary closing conditions, including shareholder approvals and a minimum cash requirement of $400 million

In connection with the proposed transaction, Helix has entered into various agreements, including a support agreement with certain shareholders, subscription agreements for a $260 million PIPE investment, and a non-redemption agreement with certain shareholders.