Item 7. Management’s Discussion and Analysis
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the
notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on
Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual
results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those
set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors”
and elsewhere in this Annual Report on Form 10-K.
Overview
We are a special purpose acquisition company incorporated
in the Cayman Islands on June 15, 2021, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our initial business combination
using cash derived from the proceeds of the IPO and the sale of the Private Placement Shares, our shares, debt or a combination of cash,
shares and debt.
We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Results of Operations
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from June 15, 2021 (inception) through December 31, 2024 were organizational activities,
those necessary to prepare for the IPO, described below, and subsequent to the IPO, identifying a target company for an initial business
combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate
non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result
of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
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For the year ended December 31, 2024, we had net
income of $7,599,512, which consisted of interest earned on marketable securities held in the Trust Account of $8,449,291 and interest
earned on bank deposits of $6,182, partially offset by general and administrative expenses of $584,389 and share-based compensation expense
of $271,572.
For the year ended December 31, 2023, we had net
income loss of $41,692, which consisted of formation and operational costs.
Liquidity and Capital Resources
Until the consummation of the IPO, our only source
of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from
the Sponsor.
On February 13, 2024, we consummated the IPO of
18,400,000 Class A ordinary shares, which includes the full exercise by the underwriter of its over-allotment option in the amount of
2,400,000 Class A ordinary shares, at $10.00 per Class A ordinary share, generating gross proceeds of $184,000,000. Simultaneously with
the closing of the IPO, the Company consummated the sale of 509,000 Private Placement Shares to the Sponsor, at a price of $10.00 per
Private Placement Share, generating gross proceeds of $5,090,000.
Following the IPO and the private placement, a
total of $184,000,000 ($10.00 per Share) was placed in the Trust Account. We incurred $8,180,834 in IPO related costs, including $1,840,000
of upfront cash underwriting fee, $5,520,000 of deferred underwriting fee and $820,834 of other offering costs.
For the year ended December 31, 2024, cash used
in operating activities was $763,820. Net income of $7,599,512 was affected by interest earned on marketable securities held in the Trust
Account of $8,449,291, non-cash accrued offering costs adjustment of $81,000, and share-based compensation of $271,572. Changes in operating
assets and liabilities used $104,613 of cash for operating activities.
For the year ended December 31, 2023, there was
$0 cash used in operating activities. Net loss of $41,692 was affected by formation and operation expenses paid by Sponsor of $26,692
and changes in operating assets and liabilities which provided $15,000 for operating activities.
As of December 31, 2024, we had marketable securities
held in the Trust Account of $192,449,291 (including $8,449,291 of interest income). The Trust Account is either held in cash, deposited
into an interest bearing or non-interest bearing bank demand deposit account at a U.S. chartered commercial bank with consolidated assets
of $100 billion or more, or invested only in U.S. government treasury obligations with a maturity of 185 days or less or interests in
money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government
treasury obligations, as determined by the Company. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to
use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account
(less deferred underwriting commissions and taxes payable), to complete our initial business combination. To the extent that our capital
stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held
in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue our growth strategies.
As of December 31, 2024 and 2023, we had cash
of $1,697,777 and $0, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target
businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations
of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective
target businesses, structure, negotiate and complete an initial business combination, to pay for directors and officers liability insurance
premiums and to pay an aggregate of $6,458 per month to our Sponsor for office space, utilities, administrative services and remote support
services.
In order to finance working capital deficits or
to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or
certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the
Company completes an initial business combination, the Company would repay the Working Capital Loans. In the event that the initial business
combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital
Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital
Loans may be convertible into Private Placement Shares of the post business combination entity at a price of $10.00 per private placement
share at the option of the lender. Such shares would be identical to the Private Placement Shares.
We believe that amounts not held in trust will
be sufficient to pay the costs and expenses to which such proceeds are allocated that are payable prior to the closing of our initial
business combination, which we have 24 months from the consummation of the IPO to complete. However, if our estimate of the costs of identifying
a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may
need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant
number of our Public Shares upon completion of our business combination, in which case we may issue additional securities or incur debt
in connection with such Business Combination.
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We have determined that mandatory liquidation,
should the initial business combination not occur by February 14, 2026, and potential subsequent dissolution, raise substantial doubt
about our ability to continue as a going concern for a reasonable period of time which is considered to be one year from the date of the
issuance of the financial statements. The financial statements do not include any adjustments relating to the recovery of the recorded
assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2024. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $6,458 per month to
our Sponsor for office space, utilities, administrative services and remote support services. We began incurring these fees on February
8, 2024 and will continue to incur these fees monthly until the earlier of the completion of a business combination and our liquidation.
The underwriters are entitled to a deferred underwriting
commission of 3.0%, or $5,520,000 in the aggregate, of the gross proceeds of the IPO held in the Trust Account upon the completion of
the Company’s initial business combination subject to the terms of the underwriting commission. At our sole and absolute discretion,
up to $500,000 of this amount may be paid to third parties that assist us in consummating our initial business combination.
Critical Accounting Estimates
The preparation of financial statements and related
disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
We did not identify any critical accounting estimates.
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures,
on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker
(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.
The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the
reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities
will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single
reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures
in Topic 280. The Company adopted ASU 2023-07 during the year ended December 31, 2024.
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
Recent Developments
The Appointment of Mr. Holman
On February 8, 2025, Mr. Holman was appointed
to serve as a Class III director with a term expiring at the Company’s third annual meeting of shareholders. Following the appointment,
Mr. Holman serves on the Audit Committee. In connection with his appointment to the Board, the Sponsor transferred 30,00 founder shares
held by it to Mr. Holman.
In connection with this appointment, on February
8, 2025, Mr. Holman entered into an Indemnity Agreement, a Joinder to the Registration and Rights Agreement and a Letter Agreement in
substantially the same forms as the respective agreements that the Company and the other directors entered into at the time of the Company’s
initial public offering.
The BBOT Business Combination Agreement
On February 28, 2025, the Company entered into
the BBOT Business Combination Agreement by and among the Company, BBOT, and Merger Sub. The BBOT Business Combination Agreement provides,
among other things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman
Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate
as a Delaware corporation, and (ii) following the Domestication, Merger Sub will be merged with and into BBOT, as a result of which BBOT
will be the surviving company and a wholly-owned subsidiary of the Company. The consummation of the Merger is referred to as the “Closing”
and the date of the Closing is referred to as the “Closing Date.”
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The Domestication
The Domestication will occur on the day that is
one business day prior to the Closing Date. Upon the Domestication, it is anticipated that the Company will change its name to “BridgeBio
Oncology Therapeutics, Inc.” and is referred to herein as “PubCo” as of the time following the Domestication.
Immediately prior to the Domestication, (1) the
Company will effect the redemption of Public Shares validly submitted for redemption and not withdrawn, (2) the Sponsor will forfeit the
Sponsor Forfeited Shares (as defined below), and (3) each holder of each issued and outstanding Class B ordinary share (other than the
Sponsor Forfeited Shares) will irrevocably and unconditionally elect to convert, on a one-for-one basis, each Class B ordinary share held
by it into one Class A ordinary share (the “Class B Share Conversion”). At the effective time of the Domestication, each outstanding
Class A ordinary share (not including Public Shares validly submitted for redemption nor the Sponsor Forfeited Shares, but including Class
A ordinary shares issued upon the Class B Share Conversion) will convert into one share of domesticated common stock, par value $0.0001
per share, of PubCo (the “PubCo Common Stock”).
The Merger
On the day of the Closing, the Merger will occur.
At the effective time of the Merger, each share of BBOT’s capital stock that is issued and outstanding immediately prior to the
Merger (not including treasury shares and dissenting shares) will be automatically canceled and converted into the right to receive the
corresponding number of shares of PubCo Common Stock equal to the Consideration Ratio (as defined below).
Additionally, at the effective time of the Merger,
each outstanding BBOT stock option will become an option of PubCo containing the same terms, conditions, vesting and other provisions
as are currently applicable to such BBOT stock options, provided that each option will be exercisable for the number of shares of PubCo
Common Stock equal to the Consideration Ratio multiplied by the number of shares of BBOT common stock subject to the option as of immediately
prior to the effective time of the Merger, rounded down to the nearest whole share, at an exercise price equal to the per share exercise
price of the BBOT option divided by the Consideration Ratio, rounded up to the nearest whole cent.
Consideration and Structure
The “Aggregate Merger Consideration”
to be issued to BBOT stockholders in connection with the Merger will be determined by dividing (a) $461,051,546 (the “Equity Value”)
by (b) the price (the “Redemption Price”) at which each Class A ordinary share may be redeemed in connection with the BBOT
Business Combination. The “Consideration Ratio” is the number of shares of PubCo Common Stock to be issued in exchange for
issued and outstanding BBOT capital stock upon the Merger, and is equal to the quotient obtained by dividing (x) the Aggregate Merger
Consideration by the Aggregate Fully Diluted Company Shares, as defined in the BBOT Business Combination Agreement.
Conditions to Closing
Under the BBOT Business Combination Agreement,
the obligations of the parties to consummate the BBOT Business Combination are subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, without limitation: (i) the absence of specified adverse laws, rules, regulations,
judgments, decrees, executive orders or awards making the BBOT Business Combination illegal or otherwise prohibiting its consummation;
(ii) a registration statement on Form S-4 relating to the BBOT Business Combination (the “Registration Statement”) having
been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Registration Statement
being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or
threatened in writing by the SEC; (iii) the approval and adoption of the BBOT Business Combination Agreement and transactions contemplated
thereby by requisite vote of shareholders of the Company (the “Company Shareholder Approval”) and BBOT stockholders (the “BBOT
Stockholder Approval”); (iv) the PubCo Common Stock having been approved for listing on the Nasdaq Stock Market LLC as set forth
in the BBOT Business Combination Agreement; and (v) the size and composition of PubCo’s board of directors will be as set forth
in the BBOT Business Combination Agreement.
The obligations of the Company and Merger Sub
to consummate the BBOT Business Combination are further subject to additional conditions, including, among other things: (i) material
compliance by BBOT with its agreements and covenants under the BBOT Business Combination Agreement; (ii) the truth and accuracy of the
representations and warranties of BBOT, subject to customary bring-down standards; (iii) no Material Adverse Effect (as defined in the
BBOT Business Combination Agreement) having occurred since the date of the BBOT Business Combination Agreement that is continuing; and
(iv) the termination of certain agreements among BBOT and its stockholders.
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The obligations of BBOT to consummate the BBOT
Business Combination are further subject to additional conditions, including, among others,: (i) material compliance by the Company and
Merger Sub with their respective agreements and covenants under the BBOT Business Combination Agreement; (ii) the truth and accuracy of
the representations and warranties of the Company and Merger Sub, subject to customary bring-down standards; (iii) the execution of the
Registration Rights Agreement and Lock-Up Agreements,; and (iv) the aggregate cash proceeds (the “Company Closing Cash”) from
the Company’s trust account, together with the aggregate cash proceeds actually received from the PIPE Investments (as defined below),
equaling no less than $400,000,000 (after deducting any amounts paid to Company shareholders that exercise their redemption rights in
connection with the BBOT Business Combination and prior to the payment of transaction expenses).
The foregoing description of the BBOT Business
Combination Agreement does not purport to be complete and is qualified in its entirety by the full text of the BBOT Business Combination
Agreement, a copy of which is included as Exhibit 2.1 to this Annual Report.
Other Agreements
The BBOT Business Combination Agreement contemplates
the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Helix Support Agreement
In connection with the execution of the BBOT Business
Combination Agreement, on February 28, 2025, certain Company shareholders and Insiders (the “Helix Supporting Shareholders”),
including the Sponsor, Cormorant funds each holding Class A ordinary shares, and the independent directors and an advisor of the Company
each holding Class B ordinary shares (the “Helix Existing Investors”), entered into a support agreement with the Company and
BBOT (the “Helix Support Agreement”). Under the Helix Support Agreement, among other things, each Helix Supporting Shareholder
agreed to vote, at any meeting of the shareholders of the Company, and in any action by written consent of the shareholders of the Company,
all of such Helix Supporting Shareholders’ Class A ordinary shares and Class B ordinary shares (i) in favor of each of the Parent
Proposals (as defined in the BBOT Business Combination Agreement), and any other matters necessary or reasonably requested by the Company
for consummation of the Domestication, the Merger or any other transactions contemplated by the BBOT Business Combination Agreement and
the approval of the Parent Proposals; (ii) against any Alternative Proposal or Alternative Transaction or any proposal relating to an
Alternative Proposal or Alternative Transaction (as defined in the BBOT Business Combination Agreement, respectively); and (iii) in favor
of any proposal sought by the Company to extend the deadline by which the Company must consummate its initial business combination. In
addition, the Helix Support Agreement prohibits each Helix Supporting Shareholder from, among other things, selling, assigning or transferring
any Class A ordinary shares or Class B ordinary shares held by such Helix Supporting Shareholder except to certain permitted transferees,
until the earliest of (a) the effective time of the Merger, (b) such date and time as the BBOT Business Combination Agreement is terminated
in accordance with its terms; (c) the liquidation of the Company; (d) the written agreement of each of the terminating Helix Supporting
Shareholder(s), the Company and BBOT with respect to terminating the rights and obligations under the Helix Support Agreement of a specific
Helix Supporting Shareholder or a subset of Helix Supporting Shareholders; and (e) the written agreement of all Helix Supporting Shareholders,
the Company and BBOT to terminate the Helix Support Agreement in its entirety. Pursuant to the Helix Support Agreement, each of Cormorant
Funds and its permitted transferees irrevocably and unconditionally covenants and agrees not to submit any Class A ordinary shares owned
by it for redemption in connection with the BBOT Business Combination. Additionally, the Sponsor and Helix Existing Investors will comply
with their non-redemption obligations as specified in the Letter Agreement.
Further, if and only if the Company Closing Cash
is less than $400,000,000, the Sponsor will forfeit a number of shares of PubCo Common Stock (the “Contribution Shares”) equal
to (a) 3,360,000 multiplied by (b) one minus the number resulting from dividing (i) the Company Closing Cash by (ii) $400,000,000, with
any fractional share rounded to the nearest whole number resulting from such product.
The foregoing description of the Helix Support
Agreement does not purport to be complete and is qualified in its entirety by the full text of the Helix Support Agreement, a copy of
which is included as Exhibit 10.7 to this Annual Report.
BBOT Written Consent and Support Agreements
Concurrently and immediately prior to the signing
of the BBOT Business Combination Agreement, BBOT obtained and delivered to Company the written consents of a sufficient number of shares
of BBOT capital stock (the holders of such shares, the “BBOT Consenting Stockholders”) required to approve the BBOT Business
Combination Agreement, each ancillary agreement to which BBOT is a party, and the BBOT Business Combination (the “BBOT Written Consent”).
The foregoing description of the BBOT Written
Consent does not purport to be complete and is qualified in its entirety by the full text of the Form of Company Stockholder Written Consent,
a copy of which is included as Exhibit L to the BBOT Business Combination Agreement, which is filed as Exhibit 2.1 to this Annual Report.
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Additionally, concurrently and immediately prior
to the signing of the BBOT Business Combination Agreement, the Company BBOT, and certain stockholders of BBOT (the “BBOT Supporting
Stockholders”) entered into a support agreement (the “BBOT Support Agreement”). Pursuant to the BBOT Support Agreement,
each BBOT Supporting Stockholder (i) agreed that each existing investor rights agreement of BBOT will automatically terminate upon the
Closing, (ii) agreed not to make any proposal or offer that constitutes an Alternative Transaction, among other things, and (iii) waived
and agreed not to exercise any rights of appraisal or rights to dissent it may have in connection with the Merger.
The BBOT Support Agreement also prohibits the
BBOT Supporting Stockholders from, among other things, selling, assigning or transferring any capital stock of BBOT held by the BBOT Supporting
Stockholders except to certain permitted transferees, until the earliest of (a) the effective time of the Merger, (b) such date and time
as the BBOT Business Combination Agreement is terminated in accordance with its terms; and (c) the written agreement of all BBOT Supporting
Stockholders, the Company and BBOT to terminate the agreement in its entirety.
The foregoing description of the BBOT Support Agreement does not
purport to be complete and is qualified in its entirety by the full text of the BBOT Support Agreement, a copy of which is included as
Exhibit 10.8 to this Annual Report.
Subscription Agreement
In connection with the BBOT Business Combination,
on February 28, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with certain qualified
institutional buyers, institutional accredited investors, and other accredited investors, including Cormorant and other existing shareholders
of the Company (collectively, the “PIPE Investors”), pursuant to which, among other things, PubCo agreed to issue and sell
to the PIPE investors, and the PIPE Investors agreed to subscribe for and purchase an aggregate of approximately $260,000,000 of PubCo
Common Stock (the “PIPE Shares”), at a purchase price equal to the Redemption Price (the “PIPE Investments”).
Existing Company shareholders subscribed for approximately $188,000,000 of the PIPE Investments, which includes Cormorant Funds’
subscription for an aggregate of $75,000,000 of PIPE Investments.
The obligations of each party to consummate the
PIPE Investments are conditioned upon, among other things, (i) the PubCo Common Stock having been approved for listing on Nasdaq Stock
Market LLC; (ii) all conditions precedent to the closing of the BBOT Business Combination set forth in Article IX of the BBOT Business
Combination Agreement having been satisfied or waived; and (iii) the absence of specified adverse laws, rules, regulations, judgments,
decrees, executive orders or awards making the PIPE Investment illegal or otherwise prohibiting its consummation.
Each of the Sponsor and each Helix Existing Investor
agreed to elect to convert their Class B ordinary shares into Class A ordinary shares immediately prior to the Domestication and to waive
their rights under the Articles to have their Class B ordinary shares converted into Class A ordinary shares at a ratio of greater than
one-to-one.
In addition, pursuant to the Helix Support Agreement,
the Sponsor will, effective as of immediately prior to the Domestication and conditioned upon the Closing, forfeit and surrender to the
Company such number of Class B ordinary shares (the “Sponsor Forfeited Shares”) held by the Sponsor equal to the quotient
of (i) the difference between (A) the Redemption Price multiplied by 4,600,000 less (B) $46,000,000 divided by (ii) the Redemption Price.
The foregoing description of the Subscription
Agreements does not purport to be complete and is qualified in its entirety by the full text of the Form of Subscription Agreement, a
copy of which is included as Exhibit 10.9 to this Annual Report.
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Non-Redemption Agreement
In connection with the BBOT Business Combination,
on February 28, 2025, the Company entered into non-redemption agreements with certain shareholders (the “Non-Redemption Agreements”
and, such shareholders, the “Non-Redeeming Holders”), pursuant to which, among other things, each Non-Redeeming Holder irrevocably
and unconditionally agreed, for the benefit of the Company, that neither it or its controlled affiliates will exercise any redemption
rights under the Articles with respect to Class A ordinary shares held by such holder as of the date of the Non-Redemption Agreement (the
“Non-Redeeming Shares”) at any meeting of the shareholders of the Company. The Non-Redeeming Holder also agreed to (i) not
to transfer directly or indirectly the Non-Redeeming Shares held by it until earlier of (x) the Closing Date, (y) the termination of the
BBOT Business Combination Agreement in accordance with its terms and (z) the termination of the Non-Redemption Agreement in accordance
with its terms; and (ii) vote its Non-Redeeming Shares (A) in favor of the BBOT Business Combination Agreement, the Domestication and
Merger and each other proposal brought by the Company in connection with the BBOT Business Combination and (B) in favor of any proposal
brought by the Company to adjourn or postpone the shareholder’s meeting of the Company in connection with the BBOT Business Combination.
An aggregate of 450,900 Class A ordinary shares
are subject to the Non-Redemption Agreements.
The foregoing description of the Non-Redemption Agreements does
not purport to be complete and is qualified in its entirety by the full text of the Form of Non-Redemption Agreement, a copy of which
is included as Exhibit 10.10 to this Annual Report.
Lock-Up Agreement
In connection with the Closing, the Sponsor, Cormorant
Funds and the Helix Existing Investors will enter into a lock-up agreement (the “Lock-Up Agreement”) with PubCo.
Pursuant to the Lock-Up Agreement, the Sponsor,
Cormorant Funds, and each Helix Existing Investor 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) with the SEC and (ii) the Closing Date.
The foregoing description of the Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by the full text of the Form of Lock-Up Agreement, a copy of which is
included as Exhibit 10.11 to this Annual Report.
Amended and Restated Registration Rights
Agreement
In connection with the Closing, PubCo, Sponsor,
Cormorant Funds, the Helix Existing Investors, and certain former stockholders of BBOT 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 amends
and restates the registration rights agreement that was entered into by the Company, the Sponsor and the Helix Existing Investors in connection
with the Company’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
does not purport to be complete 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 10.12 to this Annual Report.
Item 7.A. Quantitative and Qualitative Disclosure
About Market Risk.
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
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