SecProbe.io

May 12, 2025
Bihua Chen
Chief Executive Officer
Helix Acquisition Corp. II
200 Clarendon Street, 52nd Floor
Boston, MA 02116
Eli Wallace
Chief Executive Officer
TheRas, Inc.
256 E. Grand Avenue, Suite 104
South San Francisco, CA 94080
Re:Helix Acquisition Corp. II
TheRas, Inc.
Draft Registration Statement on Form S-4
Submitted April 15, 2025
CIK No. 0001869105
Dear Bihua Chen and Eli Wallace:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
Questions and Answers about the Business Combination
Q: How do the Sponsor, Cormorant and Helix's officers and directors intend to vote?, page
xxxvii
Please disclose if any consideration was received by the shareholders who have 1.

May 12, 2025
Page 2
agreed to vote in favor of the merger agreement.
Risk Factors
The third parties upon whom BBOT relies for the supply of the active pharmaceutical
ingredients..., page 81
2.Please revise this risk factor to name the sole source suppliers BBOT currently relies
upon and clarify if BBOT has entered into any supply agreements with them.
Background of the Business Combination, page 126
3.We note your disclosure on page 127 that the "board of directors of Company A and
Helix were unable to reach mutually agreeable terms, and Helix's offer to enter into
the letter of intent expired without further pursuit by Helix." Please revise your
disclosure to provide further details about the discussions that Helix had with
Company A, including, but not limited to, the reasons why the parties were unable to
reach mutually agreeable terms.
4.We note your disclosure that in "late 2024, in light of clinical data emerging at an
accelerated timeline, Helix['s] management team started considering BBOT as a
potential target candidate[.]" Please revise your disclosure to specify the clinical data
that emerged at this time that led Helix's management team to consider BBOT as a
potential target.
5.We note your disclosure that "Helix derived the pre-transaction equity value proposed
by considering the clinical progress that had been made since the BBOT Series B
Financing and the relative valuations for similar clinical stage companies
contemplating initial public offerings in 2025." Please revise your disclosure to
identify the "similar clinical stage companies" referenced here.
The Transaction Committee's and Helix Board's Reasons for the Approval of the Business
Combination, page 134
6.We note your disclosure that the "Transaction Committee and Helix Board believe
that BBOT has multiple clinical assets with anticipated value inflection points over
the next 9 to 18 months[.]" Please revise your disclosure to specify what the
Committee and the Board believe the "anticipated value inflection points" will be.
Opinion of Lincoln International LLC, page 141
7.Disclose any instructions received by Lincoln International LLC from Helix or the
Sponsor, and any limitations imposed by Helix or the Sponsor, on the scope of the
activities conducted by Lincoln in connection with the fairness opinion. Refer to Item
1607(b)(6) of Regulation S-K.
Selected Public Companies Analysis, page 145
Please revise your table on page 145 to identify the material metrics applicable to each
public company selected. In addition, please revise to discuss how Lincoln considered
the differing stages of operations when comparing BBOT to the selected
companies. For example, explain if any adjustments to the final enterprise value were
made based on the fact that BBOT does not yet have any products approved for 8.

May 12, 2025
Page 3
commercial sale.
9.Please clarify whether any of the selected public companies that Lincoln evaluated
became public through a business combination with a special purpose acquisition
company. Similarly, please clarify whether any of the selected M&A transactions
or the selected capital raise transactions that Lincoln evaluated involved a special
purpose acquisition company. If not, please explain the reasons why such
comparisons were not made.
Dilution, page 235
10.Please revise your dilution disclosure to clearly disclose how your historical net
tangible book value (NTBV) was calculated. Please also separately quantify the
components of both the numerator and denominator of your NTBV per share for each
redemption scenario. In this regard, your tabular disclosure should show:
•your historical net book value;
•the nature and amounts of each source of dilution used to determine net tangible
book value, as adjusted;
•the number of shares used to determine net tangible book value per share, as
adjusted; and
•any adjustments to the number of shares used to determine the per share
component of net tangible book value per share, as adjusted.
Refer to Item 1604(c) of Regulation S-K.
11.In both your 75% and 100% of maximum redemption scenarios, you assume that the
Minimum Cash Condition will not be met but that BBOT will waive this condition.
We note your disclosure elsewhere, however, that it is your understanding that BBOT
does not intend to waive the Minimum Cash Condition and accordingly, you may seek
to obtain additional financing to meet the Minimum Cash Condition. To the extent
that in these scenarios you anticipate obtaining additional financing in order to
proceed with the business combination, the effects of this additional financing should
be included in your dilution disclosure. Conversely, if you do not anticipate obtaining
sufficient additional financing to meet the Minimum Cash Condition, your redemption
scenarios should be adjusted such that your maximum redemption scenario represents
the maximum amount of redemptions that could occur while also meeting the
Minimum Cash Condition without additional financing. Please revise accordingly
throughout your filing whenever redemption scenarios are provided.
Information about BBOT
BBOT's Business, page 257
12.We note your disclosure here and throughout your Prospectus stating, among other
things, that your PI3K α inhibitors enabled “potent” inhibition and showed "strong
activity" against the ON-Form of KRAS G12C. Please revise these and similar
statements throughout your prospectus to eliminate conclusions or predictions that
your product candidates are effective, as determinations of efficacy are solely within
the authority of the FDA.

May 12, 2025
Page 4
Overview of BBO-8520 Program
Preclinical, page 260
13.Please clarify if your preclinical testing that resulted in BBO8520
comparing "favorably" to sotorasib and adagrasib in ERK phosphorylation inhibition
and 3D viability assays was the result of head-to-head testing. To the extent it was
not, please remove this comparison.
Clinical, page 262
14.Please remove the statement on page 264 claiming that BBO-8520's safety profile
appeared "favorable" as safety determinations are within the sole discretion of the
FDA and comparable foreign regulators.
15.Please revise to disclose the number of patients you have enrolled and intend to enroll
in your ONKORAS-101 and BREAKER-101 Phase 1 studies.
Overview of BBO-11818 Program
Preclinical, page 271
16.Please revise to briefly discuss the material aspects of your trial design for your
planned Phase 1 KONQUER-101 trial. Your revisions should include the number of
patients you plan to enroll, current enrollment numbers and planned endpoints.
17.We note your disclosure that the discovery of BBO-11818 was facilitated, in part, by
"artificial intelligence learnings from [y]our KRAS G12C inhibitor program[.]" Please
provide further details about the "artificial intelligence learnings" referenced here.
License and Cooperative Research and Development Agreements, page 278
18.Please revise to disclose the aggregate amounts paid to date under each licensing
agreement discussed in this section.
19.We note that several of the agreements discussed in this section require BBOT to pay
a "minimum annual royalty" and a "mid double-digit percentage of certain non-
royalty consideration received under a sublicense to a third party." For each of these
agreements, please disclose the amount that could be owed under the minimum annual
royalty provision and specify the range for the non-royalty consideration within ten
percentage points.
LLNS Cooperative Research and Development Agreement, page 278
20.We note your disclosure that this agreement will expire on June 22, 2025 unless the
parties mutually agree to extend the term. Please revise your disclosure to clarify if
the parties have had any discussions to mutually extend the term of this agreement.
Management of PubCo Following the Business Combination, page 313
21.Please disclose if you intend to enter into new employment agreements with each of
BBOT's named executive officers following the business combination or if PubCo
intends to assume the offer letter agreements BBOT previously entered into with
management. If PubCo intends to assume the offer letter agreements, please file each
agreement as an exhibit to this registration statement. Refer to Item 601 of Regulation
S-K for guidance.

May 12, 2025
Page 5
General
22.We note that you intend to file the form of preliminary proxy card as Exhibit 99.1.
Please note that the form of proxy card should be filed as an appendix rather than as
an exhibit to the registration statement. Refer to the Note to paragraph (a)(3) of the
Exchange Act Rule 14a-4.
            Please contact Bonnie Baynes at 202-551-4924 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Joshua Gorsky at 202-551-7836
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Joel Rubinstein, Esq.
Maggie L. Wong, Esq.