4//SEC Filing
Chen Bihua 4
Accession 0001213900-25-075305
CIK 0001869105other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 8:28 AM ET
Size
27.1 KB
Accession
0001213900-25-075305
Insider Transaction Report
Form 4
Chen Bihua
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2025-08-11−152,940→ 4,528,186 total(indirect: By LLC) - Award
Common Stock
2025-08-11$10.72/sh+639,110$6,849,534→ 1,542,710 total(indirect: Via Fund V) - Award
Common Stock
2025-08-11+1,762,760→ 3,305,470 total(indirect: Via Fund V) - Exercise/Conversion
Class B ordinary shares
2025-08-11−4,172,126→ 0 total(indirect: See footnote)→ Class A ordinary shares (4,172,126 underlying) - Exercise/Conversion
Common Stock
2025-08-11+4,172,126→ 4,681,126 total(indirect: By LLC) - Award
Common Stock
2025-08-11$10.72/sh+760,496$8,150,464→ 2,187,536 total(indirect: Via Fund III) - Award
Common Stock
2025-08-11$10.72/sh+5,598,425$60,000,000→ 5,667,785 total(indirect: Via Master Fund) - Award
Common Stock
2025-08-11+1,905,046→ 1,905,046 total(indirect: Via Fund IV) - Award
Common Stock
2025-08-11+284,571→ 5,952,356 total(indirect: Via Master Fund) - Disposition to Issuer
Class B ordinary shares
2025-08-11−307,874→ 4,172,126 total(indirect: See footnote)→ Class A ordinary shares (307,874 underlying)
Footnotes (10)
- [F1]In connection with and prior to the closing of the business combination (the "Business Combination") between the Issuer (which was formerly known as Helix Acquisition Corp. II, "Helix") and TheRas, Inc. ("Legacy BBOT"), Helix Holdings II LLC (the "Sponsor") forfeited 307,874 Helix Class B ordinary shares for no consideration pursuant to the terms of the Sponsor Support Agreement dated February 28, 2025, between Sponsor, Helix, and Legacy BBOT (the "Sponsor Support Agreement").
- [F10]Cormorant Asset Management, LP serves as the investment manager to Fund III, Fund IV, Fund V, and Master Fund (collectively, the "Cormorant Funds"). Cormorant Private Healthcare GP III, LLC ("GP III") is the general partner of Fund III; Cormorant Private Healthcare GP IV, LLC ("GP IV") is the general partner of Fund IV; Cormorant Private Healthcare GP V, LLC ("GP V") is the general partner of Fund V; and Cormorant Global Healthcare GP, LLC ("Global GP") is the general partner of the Master Fund. Bihua Chen serves as the managing member of GP III, GP IV, GP V, and Global GP, and as the general partner of Cormorant Asset Management, LP. Accordingly, Ms. Chen has voting and investment discretion with respect to the shares held by each of the Cormorant Funds and Cormorant Asset Management, LP. Ms. Chen disclaims any beneficial ownership of the securities held by each of the Cormorant Funds other than to the extent of any pecuniary interest she may have therein, directly or indirectly.
- [F2]The Helix Class B ordinary shares have no expiration date and automatically convert into Class A ordinary shares at the time of Helix's initial business combination as described under the heading "Description of Securities" in Helix's registration statement on Form S-1 (File No. 333-276591).
- [F3]In connection with and prior to the closing of the Business Combination, among other things, (i) each of Helix's Class B ordinary shares converted into one Helix Class A ordinary share, on a one-for-one basis, (ii) Helix migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Act (As Revised) (the "Domestication"), and (iii) as a result of the Domestication, each Class A ordinary share of Helix converted into one share of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on a one-for-one basis.
- [F4]In connection with and immediately prior to the closing of the Business Combination, the Sponsor forfeited 152,940 shares of Common Stock for no consideration, pursuant to the terms of the Sponsor Support Agreement.
- [F5]In connection with and immediately prior to the closing of the Business Combination, pursuant to the terms of a subscription agreement dated February 28, 2025 between Helix and Cormorant Asset Management, LP (the "Subscription Agreement"), Cormorant Private Healthcare Fund III, LP ("Fund III"), which is an investment vehicle managed by Cormorant Asset Management, LP, purchased from the Issuer 760,496 shares of Common Stock at a purchase price of $10.7173 per share.
- [F6]In connection with and immediately prior to the closing of the Business Combination, pursuant to the terms of the Subscription Agreement, Cormorant Private Healthcare Fund V, LP ("Fund V"), which is an investment vehicle managed by Cormorant Asset Management, LP, purchased from the Issuer 639,110 shares of Common Stock at a purchase price of $10.7173 per share.
- [F7]In connection with and immediately prior to the closing of the Business Combination, pursuant to the terms of the Subscription Agreement, Cormorant Global Healthcare Master Fund, LP ("Master Fund"), which is an investment vehicle managed by Cormorant Asset Management, LP, purchased from the Issuer 5,598,425 shares of Common Stock at a purchase price of $10.7173 per share.
- [F8]Upon the closing of the Business Combination, as contemplated by the terms of the Business Combination Agreement, dated as of February 28, 2025 (as amended, the "Business Combination Agreement"), by and among Helix, Legacy BBOT, and Helix Merger Sub, Inc., the owners of Legacy BBOT equity as of immediately prior to the closing, including Fund V, Master Fund, and Cormorant Private Healthcare Fund IV, LP ("Fund IV"), received as consideration therefor, shares of common stock of the Issuer.
- [F9]Sponsor is the record holder of the securities reported herein. Fund III, Fund V, and Master Fund are the members of Sponsor. Bihua Chen is the manager of Sponsor and has voting and investment discretion with respect to the shares held of record by Sponsor. Each of Fund III, Fund V, Master Fund and Ms. Chen disclaims any beneficial ownership of the securities held by Sponsor other than to the extent of any pecuniary interest she or it may have therein, directly or indirectly.
Documents
Issuer
BridgeBio Oncology Therapeutics, Inc.
CIK 0001869105
Entity typeother
Related Parties
1- filerCIK 0001599214
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 8:28 AM ET
- Size
- 27.1 KB