Helix Acquisition Corp. II
31.59%
7,389,000
1869105
G4444H101
Feb 27, 2025
Mar 4, 2025, 06:43 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Bihua Chen | Individual | 31.59% | 7,389,000 | 7,389,000 | 0 |
| Helix Holdings II LLC | Other | 21.33% | 4,989,000 | 4,989,000 | 0 |
| Cormorant Private Healthcare Fund III, LP | Partnership | 7.55% | 1,427,040 | 1,427,040 | 0 |
| Cormorant Private Healthcare GP III, LLC | Other | 7.55% | 1,427,040 | 1,427,040 | 0 |
Disclosure Items (5)
Class A ordinary shares, $0.0001 par value per share
Helix Acquisition Corp. II
c/o Cormorant Asset Management, LP, Boston, MA, 02116
Item 5 is hereby amended and restated in its entirety as follows: The information set forth in the facing pages of this Schedule 13D with respect to the beneficial ownership of each Reporting Person is incorporated by reference into this Item 5. The aggregate number of Class A ordinary shares owned by each Reporting Person is set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and is incorporated herein by reference. The percentages of the Class A ordinary shares held by the Sponsor and Bihua Chen reported herein are based on an aggregate of (i) 18,909,000 Class A ordinary shares outstanding as reported by the Issuer in its Form 10-Q and (ii) 4,480,000 Class B ordinary shares held by the Sponsor. The percentage of the Class A ordinary shares held by Fund III and GP III herein is based on an aggregate of 18,909,000 Class A ordinary shares outstanding as reported by the Issuer in its Form 10-Q.
For each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference.
Except for the transactions described in Item 4 of this Amendment, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Class A ordinary shares of the Issuer.
To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the affiliates of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Class A ordinary shares reported herein as beneficially owned by the Reporting Persons.
Not applicable.
Item 6 is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the contracts, arrangements, understandings and relationships among the Reporting Persons with respect to Class A ordinary shares and is incorporated herein by reference. Copies of the agreements summarized in Item 4 and in this Item 6 are attached as exhibits to this Schedule 13D, and are incorporated herein by reference. In connection with the Closing, the Sponsor, Fund III, Fund V, Master Fund, and certain other investment vehicles of Cormorant which are affiliates of the Reporting Persons and are controlled by Ms. Chen, and the Helix Existing Investors will enter into a lock-up agreement (the "Lock-Up Agreement") with PubCo. Pursuant to the Lock-Up Agreement, such persons will agree not to transfer (except for certain permitted transfers) any shares of PubCo Common Stock held by such holder after the Domestication until one year after the later of (i) the filing of the Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act of 1933, as amended) with the SEC and (ii) the Closing Date. The foregoing description of the Lock-Up Agreement is subject to and qualified in its entirety by the full text of the Form of Lock-Up Agreement, a copy of which is included as Exhibit 10.5 to the Helix 8-K, the terms of which are incorporated herein by reference. In connection with the Closing, PubCo, the Sponsor, Fund III, Fund V, Master Fund, the Helix Existing Investors, and certain former stockholders of BBOT including certain investment vehicles of Cormorant which are affiliates of the Reporting Persons and are controlled by Ms. Chen, will enter into an amended and restated registration rights agreement (the "A&R Registration Rights Agreement"). Pursuant to the A&R Registration Rights Agreement, among other things, PubCo will agree that, within 30 calendar days following the Closing Date, PubCo will file with the SEC (at PubCo's sole cost and expense) a registration statement registering the resale of certain shares of PubCo Common Stock held by or issuable to the parties thereto (the "Resale Registration Statement"), and PubCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The A&R Registration Rights Agreement will amend and restate the registration rights agreement that was entered into by Helix, the Sponsor and the Helix Existing Investors in connection with Helix's initial public offering. The A&R Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the A&R Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein). The foregoing description of the A&R Registration Rights Agreement is subject to and is qualified in its entirety by the full text of the Form of A&R Registration Rights Agreement, a copy of which is included as Exhibit 10.6 to the Helix 8-K, the terms of which are incorporated herein by reference. Other than as described in Items 3, 4 and 5, which disclosure is incorporated into this Item 6 by reference, to the Reporting Persons' knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any person with respect to any securities of the Issuer.
7. Business Combination Agreement, by and among Helix Acquisition Corp. II, TheRas, Inc. and Helix II Merger Sub, Inc., dated as of February 28, 2025 (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on March 3, 2025). 8. Helix Support Agreement, dated as of February 28, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on March 3, 2025). 9. Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K, filed with the SEC on March 3, 2025). 10. Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K, filed with the SEC on March 3, 2025). 11. Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the Issuer's Current Report on Form 8-K, filed with the SEC on March 3, 2025).