[sheet: Cover & Summary]

Field	Value
Document Title	Funds Flow Memorandum
Transaction	De-SPAC Business Combination — Pinnacle Venture Acquisition Corp. / Helix Bio Therapeutics Inc.
Governing Agreement	Business Combination Agreement, dated as of March 22, 2023
Closing Date	June 20, 2023
Prepared By	Calderwood & Harkness LLP, One Federal Street, 42nd Floor, Boston, MA 02110
Responsible Partner	Sandra Tung
Lead Associate	Ryan Kowalski
Working Associate	Megan Chu
Client	Helix Bio Therapeutics Inc.
Client Address	450 Kendall Street, Suite 800, Cambridge, MA 02142
Acquiror	Pinnacle Venture Acquisition Corp.
Acquiror Address	101 Park Avenue, 34th Floor, New York, NY 10178
Merger Sub	Pinnacle Merger Sub Inc.
Post-Closing Parent	Helix Bio Therapeutics Holdings Inc. (Nasdaq: HBIO)
Sponsor	Pinnacle Venture Sponsor LLC
Trust Account Trustee	Grandview Trust Company, N.A., 388 Greenwich Street, New York, NY 10013

FUNDS FLOW SUMMARY

Total Sources of Funds	$71,247,813.55
Total Uses of Funds	$71,247,813.55
Net Cash to Combined Company	$36,400,316.05
Minimum Cash Condition (BCA §7.03(c))	$30,000,000.00
Minimum Cash Condition Satisfied?	Yes — $36,400,316.05 ≥ $30,000,000.00
CONFIDENTIALITY NOTICE	This memorandum and the information contained herein are confidential and privileged, prepared by Calderwood & Harkness LLP for the sole use of the parties to the Business Combination Agreement in connection with the closing. Do not distribute without prior authorization.

[sheet: Sources of Funds]

Line No.

TRUST ACCOUNT PROCEEDS

1	Release of PVAC Trust Account — Total Balance	Grandview Trust Company, N.A.	388 Greenwich Street, New York, NY 10013	Trust Agreement dated August 16, 2021	$51,247,813.55	Comprised of $50,000,000.00 IPO proceeds (5,000,000 units × $10.00/unit) plus $1,247,813.55 accrued interest
Subtotal — Trust Account Proceeds	$51,247,813.55

PIPE INVESTMENT PROCEEDS

2	PIPE Subscription — Brindoval Capital Management, LP	Brindoval Capital Management, LP	Thomas Yeung, Managing Partner; 600 Montgomery Street, Suite 2800, San Francisco, CA 94111	PIPE Subscription Agreement dated March 22, 2023	$15,000,000.00	1,500,000 shares of Class A common stock at $10.00 per share
3	PIPE Subscription — Lakepoint Health Opportunities Fund, LP	Lakepoint Health Opportunities Fund, LP	Diana Strickland, Principal; 399 Park Avenue, 18th Floor, New York, NY 10022	PIPE Subscription Agreement dated March 22, 2023	$5,000,000.00	500,000 shares of Class A common stock at $10.00 per share
Subtotal — PIPE Proceeds	$20,000,000.00	Total PIPE: 2,000,000 shares
TOTAL SOURCES OF FUNDS	$71,247,813.55

[sheet: Uses of Funds]

Line No.

SECTION I — SHAREHOLDER REDEMPTIONS

1	Redemption of PVAC Class A Shares by Public Shareholders	Redeeming PVAC Class A Shareholders (via Adriatic Health IT of Delaware, Inc.)	1 Ashbury Asset Advisors, 30th Floor, New York, NY 10004	Per Trust Agreement; PVAC shareholder vote June 13, 2023	$28,847,497.50	2,814,390 shares redeemed at approximately $10.25 per share ($51,247,813.55 ÷ 5,000,000 shares ≈ $10.25 per share pro rata redemption price). Remaining non-redeemed public shares: 2,185,610
Subtotal — Shareholder Redemptions	$28,847,497.50

SECTION II — TRANSACTION EXPENSES

2	Deferred Underwriting Commission	Birchwood Partners LLC	Graham Hollis, Managing Director; 200 West 57th Street, Suite 1400, New York, NY 10019	Underwriting Agreement dated August 16, 2021; 3.5% of IPO proceeds	$1,750,000.00	$50,000,000 × 3.5% = $1,750,000
3	Capital Markets / PIPE Placement Advisory Fee	Birchwood Partners LLC	Graham Hollis, Managing Director; 200 West 57th Street, Suite 1400, New York, NY 10019	Advisory Agreement; flat fee	$500,000.00	Advisory fee for PIPE placement and fairness opinion services
4	Financial Advisory Fee — HBT Advisor	Calvert & Wren Advisory LLC	Rachel Dominguez, Senior Managing Director; 100 Summer Street, Suite 2200, Boston, MA 02110	Engagement Letter; flat fee payable at closing	$750,000.00	Valuation analysis and deal structuring advice to HBT
5	Legal Fees — Counsel to HBT	Calderwood & Harkness LLP	Sandra Tung / Oliver Mackenzie (Billing Partner); One Federal Street, 42nd Floor, Boston, MA 02110	Engagement Letter dated January 30, 2023; estimated fees	$1,200,000.00	Estimated; final invoice to be reconciled post-closing
6	Legal Fees — Counsel to PVAC / Sponsor	Hargrove Slater & Dunn LLP	Nathan Dorsey, Lead Partner; 575 Lexington Avenue, 20th Floor, New York, NY 10022	Estimated fees per PVAC engagement	$950,000.00	Estimated; final invoice to be reconciled post-closing
7	D&O Tail Insurance Premium	Ridgepoint Specialty Insurance Company	Policy No. RSI-DOT-2023-04871	Six-year tail directors' and officers' liability policy	$485,000.00	6-year tail policy for pre-closing HBT directors and officers
8	SEC Filing, Printing, Proxy Solicitation, and Miscellaneous Costs	Various — including SEC filing fees, printer, Aldridge Proxy Advisors LLC (Patrick Moran, SVP; 17 Ashbury Asset Advisors, Suite 900, New York, NY 10004), and other vendors	Various	Form S-4 (File No. 333-271498); CIK 0001893742; Nasdaq listing application HBIO-2023-0615; proxy solicitation	$365,000.00	Estimated aggregate; includes SEC filing fees, EDGAR printing, Nasdaq listing fees, proxy solicitation fees, and miscellaneous closing costs
Subtotal — Transaction Expenses	$6,000,000.00

SECTION III — NET CASH TO COMBINED COMPANY

9	Net Cash Delivered to Helix Bio Therapeutics Holdings Inc. (f/k/a Pinnacle Venture Acquisition Corp.)	Helix Bio Therapeutics Holdings Inc.	450 Kendall Street, Suite 800, Cambridge, MA 02142; EIN: 87-1630284 (PVAC legacy)	Per BCA; funds to operating account of combined company	$36,400,316.05	Total Sources ($71,247,813.55) minus Redemptions ($28,847,497.50) minus Transaction Expenses ($6,000,000.00) = $36,400,316.05. Satisfies Minimum Cash Condition of $30,000,000 per BCA §7.03(c).
Subtotal — Net Cash to Combined Company	$36,400,316.05
TOTAL USES OF FUNDS	$71,247,813.55	Must equal Total Sources of Funds

[sheet: Wire Instructions]

Line No.	Payee Name	Payee Address	Bank Name	Bank Address	ABA / Routing Number	Account Number	Account Name	Reference / Memo	Amount ($)	Verified By
1	Adriatic Health IT of Delaware, Inc. (for benefit of redeeming shareholders)	1 Ashbury Asset Advisors, 30th Floor, New York, NY 10004	[Bank Name — TBD]	[Bank Address — TBD]	[ABA — TBD]	[Acct — TBD]	CST Delaware — PVAC Redemption Account	PVAC Class A Share Redemptions — June 20, 2023 Closing	$28,847,497.50	[Pending verification]
2	Birchwood Partners LLC (Deferred Underwriting Commission)	200 West 57th Street, Suite 1400, New York, NY 10019	[Bank Name — TBD]	[Bank Address — TBD]	[ABA — TBD]	[Acct — TBD]	Birchwood Partners LLC	Deferred Underwriting Commission — PVAC IPO	$1,750,000.00	[Pending verification]
3	Birchwood Partners LLC (Advisory Fee)	200 West 57th Street, Suite 1400, New York, NY 10019	[Bank Name — TBD]	[Bank Address — TBD]	[ABA — TBD]	[Acct — TBD]	Birchwood Partners LLC	PIPE / Advisory Fee — BCA Closing	$500,000.00	[Pending verification]
4	Calvert & Wren Advisory LLC	100 Summer Street, Suite 2200, Boston, MA 02110	[Bank Name — TBD]	[Bank Address — TBD]	[ABA — TBD]	[Acct — TBD]	Calvert & Wren Advisory LLC	Financial Advisory Fee — HBT	$750,000.00	[Pending verification]
5	Calderwood & Harkness LLP	One Federal Street, 42nd Floor, Boston, MA 02110	[Bank Name — TBD]	[Bank Address — TBD]	[ABA — TBD]	[Acct — TBD]	Calderwood & Harkness LLP IOLTA / Operating	Legal Fees — HBT Counsel — BCA Closing	$1,200,000.00	[Pending verification]
6	Hargrove Slater & Dunn LLP	575 Lexington Avenue, 20th Floor, New York, NY 10022	[Bank Name — TBD]	[Bank Address — TBD]	[ABA — TBD]	[Acct — TBD]	Hargrove Slater & Dunn LLP	Legal Fees — PVAC/Sponsor Counsel — BCA Closing	$950,000.00	[Pending verification]
7	Ridgepoint Specialty Insurance Company	[Address — TBD]	[Bank Name — TBD]	[Bank Address — TBD]	[ABA — TBD]	[Acct — TBD]	Ridgepoint Specialty Insurance Company	D&O Tail Policy Premium — Policy No. RSI-DOT-2023-04871	$485,000.00	[Pending verification]
8	Various — SEC / Printer / Aldridge Proxy Advisors LLC / Miscellaneous	Aldridge Proxy Advisors LLC: 17 Ashbury Asset Advisors, Suite 900, New York, NY 10004; others per invoices	[Various]	[Various]	[Various]	[Various]	[Various]	Misc. Closing Costs — Filing/Printing/Proxy/Other	$365,000.00	[Pending verification — see sub-schedule]
9	Helix Bio Therapeutics Holdings Inc. (Combined Company Operating Account)	450 Kendall Street, Suite 800, Cambridge, MA 02142	[Bank Name — TBD]	[Bank Address — TBD]	[ABA — TBD]	[Acct — TBD]	Helix Bio Therapeutics Holdings Inc.	Net Closing Proceeds — De-SPAC Business Combination	$36,400,316.05	[Pending verification]
TOTAL WIRES	$71,247,813.55

[sheet: Reconciliation & Waterfall]

Step	Description	Inflow ($)	Outflow ($)	Running Balance ($)	Cross-Reference
1	Trust Account Released by Grandview Trust Company, N.A.	$51,247,813.55	$51,247,813.55	Sources of Funds Line 1
2	Less: Redemption Payments to PVAC Class A Shareholders (2,814,390 shares × ~$10.25/share)	($28,847,497.50)	$22,400,316.05	Uses of Funds Line 1; Wire Instructions Line 1
3	Trust Proceeds Available Post-Redemption	$22,400,316.05	Subtotal
4	Plus: PIPE Proceeds — Brindoval Capital Management, LP (1,500,000 shares × $10.00)	$15,000,000.00	$37,400,316.05	Sources of Funds Line 2
5	Plus: PIPE Proceeds — Lakepoint Health Opportunities Fund, LP (500,000 shares × $10.00)	$5,000,000.00	$42,400,316.05	Sources of Funds Line 3
6	Total Cash Available Before Transaction Expenses	$42,400,316.05	Subtotal
7	Less: Deferred Underwriting Commission — Birchwood Partners LLC	($1,750,000.00)	$40,650,316.05	Uses of Funds Line 2
8	Less: Advisory Fee — Birchwood Partners LLC	($500,000.00)	$40,150,316.05	Uses of Funds Line 3
9	Less: Financial Advisory Fee — Calvert & Wren Advisory LLC	($750,000.00)	$39,400,316.05	Uses of Funds Line 4
10	Less: Legal Fees — Calderwood & Harkness LLP (est.)	($1,200,000.00)	$38,200,316.05	Uses of Funds Line 5
11	Less: Legal Fees — Hargrove Slater & Dunn LLP (est.)	($950,000.00)	$37,250,316.05	Uses of Funds Line 6
12	Less: D&O Tail Premium — Ridgepoint Specialty Insurance Company	($485,000.00)	$36,765,316.05	Uses of Funds Line 7
13	Less: SEC Filing, Printing, Proxy Solicitation & Misc.	($365,000.00)	$36,400,316.05	Uses of Funds Line 8
14	Total Transaction Expenses	($6,000,000.00)	Sum of Steps 7–13
15	NET CASH TO COMBINED COMPANY (Helix Bio Therapeutics Holdings Inc.)	$36,400,316.05	Uses of Funds Line 9; Wire Instructions Line 9

MINIMUM CASH CONDITION TEST (BCA §7.03(c))

Available Cash (Trust post-redemption + PIPE – Transaction Expenses)	$36,400,316.05
Minimum Cash Condition Threshold	$30,000,000.00
Surplus / (Shortfall)	$6,400,316.05	= $36,400,316.05 − $30,000,000.00
Condition Satisfied?	YES

[sheet: Post-Closing Cap Table]

Holder / Category	Share Class	Number of Shares	Percentage of Undiluted Outstanding (%)	Notes
Former HBT Equityholders (merger consideration)	Class A Common Stock	4,000,000	44.1%	$40,000,000 enterprise value ÷ $10.00 deemed value per share
Non-Redeeming PVAC Public Shareholders	Class A Common Stock	2,185,610	24.1%	5,000,000 IPO shares − 2,814,390 redeemed shares
PIPE Investors — Brindoval Capital Management, LP	Class A Common Stock	1,500,000	16.6%	$15,000,000 ÷ $10.00 per share
PIPE Investors — Lakepoint Health Opportunities Fund, LP	Class A Common Stock	500,000	5.5%	$5,000,000 ÷ $10.00 per share
Pinnacle Venture Sponsor LLC (net of forfeiture)	Class A Common Stock (converted from Class B)	875,000	9.7%	1,250,000 founder shares − 375,000 forfeited (30% forfeiture); 12-month lock-up (early release if HBIO ≥ $12.00 for 20/30 trading days after 150 days)
TOTAL UNDILUTED SHARES OUTSTANDING	9,060,610	100.0%

DILUTIVE SECURITIES (not included in undiluted count):

Earnout Shares — Tranche 1	Class A Common Stock (contingent)	250,000	—	Issuable if VWAP ≥ $14.00 for 20/30 trading days within 36 months post-closing
Earnout Shares — Tranche 2	Class A Common Stock (contingent)	250,000	—	Issuable if VWAP ≥ $16.00 for 20/30 trading days within 36 months post-closing
Public Warrants	Warrants (Class A Common Stock underlying)	2,500,000	—	Exercise price $11.50 per share; 5,000,000 IPO units × ½ warrant per unit
Private Placement Warrants	Warrants (Class A Common Stock underlying)	250,000	—	Exercise price $11.50 per share; held by Pinnacle Venture Sponsor LLC
TOTAL FULLY DILUTED SHARES (if all triggered/exercised)	12,060,610	—	9,060,610 + 500,000 (earnout) + 2,500,000 (public warrants) = 12,060,610

[sheet: Cover & Summary]
Field | Value
Document Title | Funds Flow Memorandum
Transaction | De-SPAC Business Combination — Pinnacle Venture Acquisition Corp. / Helix Bio Therapeutics Inc.
Governing Agreement | Business Combination Agreement, dated as of March 22, 2023
Closing Date | June 20, 2023
Prepared By | Calderwood & Harkness LLP, One Federal Street, 42nd Floor, Boston, MA 02110
Responsible Partner | Sandra Tung
Lead Associate | Ryan Kowalski
Working Associate | Megan Chu
Client | Helix Bio Therapeutics Inc.
Client Address | 450 Kendall Street, Suite 800, Cambridge, MA 02142
Acquiror | Pinnacle Venture Acquisition Corp.
Acquiror Address | 101 Park Avenue, 34th Floor, New York, NY 10178
Merger Sub | Pinnacle Merger Sub Inc.
Post-Closing Parent | Helix Bio Therapeutics Holdings Inc. (Nasdaq: HBIO)
Sponsor | Pinnacle Venture Sponsor LLC
Trust Account Trustee | Grandview Trust Company, N.A., 388 Greenwich Street, New York, NY 10013
FUNDS FLOW SUMMARY
Total Sources of Funds | $71,247,813.55
Total Uses of Funds | $71,247,813.55
Net Cash to Combined Company | $36,400,316.05
Minimum Cash Condition (BCA §7.03(c)) | $30,000,000.00
Minimum Cash Condition Satisfied? | Yes — $36,400,316.05 ≥ $30,000,000.00
CONFIDENTIALITY NOTICE | This memorandum and the information contained herein are confidential and privileged, prepared by Calderwood & Harkness LLP for the sole use of the parties to the Business Combination Agreement in connection with the closing. Do not distribute without prior authorization.
[sheet: Sources of Funds]
Line No. | Source Description | Payor / Source Entity | Contact | Reference | Amount ($) | Notes
TRUST ACCOUNT PROCEEDS
1 | Release of PVAC Trust Account — Total Balance | Grandview Trust Company, N.A. | 388 Greenwich Street, New York, NY 10013 | Trust Agreement dated August 16, 2021 | $51,247,813.55 | Comprised of $50,000,000.00 IPO proceeds (5,000,000 units × $10.00/unit) plus $1,247,813.55 accrued interest
Subtotal — Trust Account Proceeds | $51,247,813.55
PIPE INVESTMENT PROCEEDS
2 | PIPE Subscription — Brindoval Capital Management, LP | Brindoval Capital Management, LP | Thomas Yeung, Managing Partner; 600 Montgomery Street, Suite 2800, San Francisco, CA 94111 | PIPE Subscription Agreement dated March 22, 2023 | $15,000,000.00 | 1,500,000 shares of Class A common stock at $10.00 per share
3 | PIPE Subscription — Lakepoint Health Opportunities Fund, LP | Lakepoint Health Opportunities Fund, LP | Diana Strickland, Principal; 399 Park Avenue, 18th Floor, New York, NY 10022 | PIPE Subscription Agreement dated March 22, 2023 | $5,000,000.00 | 500,000 shares of Class A common stock at $10.00 per share
Subtotal — PIPE Proceeds | $20,000,000.00 | Total PIPE: 2,000,000 shares
TOTAL SOURCES OF FUNDS | $71,247,813.55
[sheet: Uses of Funds]
Line No. | Use Description | Payee | Contact / Address | Reference / Invoice | Amount ($) | Notes
SECTION I — SHAREHOLDER REDEMPTIONS
1 | Redemption of PVAC Class A Shares by Public Shareholders | Redeeming PVAC Class A Shareholders (via Adriatic Health IT of Delaware, Inc.) | 1 Ashbury Asset Advisors, 30th Floor, New York, NY 10004 | Per Trust Agreement; PVAC shareholder vote June 13, 2023 | $28,847,497.50 | 2,814,390 shares redeemed at approximately $10.25 per share ($51,247,813.55 ÷ 5,000,000 shares ≈ $10.25 per share pro rata redemption price). Remaining non-redeemed public shares: 2,185,610
Subtotal — Shareholder Redemptions | $28,847,497.50
SECTION II — TRANSACTION EXPENSES
2 | Deferred Underwriting Commission | Birchwood Partners LLC | Graham Hollis, Managing Director; 200 West 57th Street, Suite 1400, New York, NY 10019 | Underwriting Agreement dated August 16, 2021; 3.5% of IPO proceeds | $1,750,000.00 | $50,000,000 × 3.5% = $1,750,000
3 | Capital Markets / PIPE Placement Advisory Fee | Birchwood Partners LLC | Graham Hollis, Managing Director; 200 West 57th Street, Suite 1400, New York, NY 10019 | Advisory Agreement; flat fee | $500,000.00 | Advisory fee for PIPE placement and fairness opinion services
4 | Financial Advisory Fee — HBT Advisor | Calvert & Wren Advisory LLC | Rachel Dominguez, Senior Managing Director; 100 Summer Street, Suite 2200, Boston, MA 02110 | Engagement Letter; flat fee payable at closing | $750,000.00 | Valuation analysis and deal structuring advice to HBT
5 | Legal Fees — Counsel to HBT | Calderwood & Harkness LLP | Sandra Tung / Oliver Mackenzie (Billing Partner); One Federal Street, 42nd Floor, Boston, MA 02110 | Engagement Letter dated January 30, 2023; estimated fees | $1,200,000.00 | Estimated; final invoice to be reconciled post-closing
6 | Legal Fees — Counsel to PVAC / Sponsor | Hargrove Slater & Dunn LLP | Nathan Dorsey, Lead Partner; 575 Lexington Avenue, 20th Floor, New York, NY 10022 | Estimated fees per PVAC engagement | $950,000.00 | Estimated; final invoice to be reconciled post-closing
7 | D&O Tail Insurance Premium | Ridgepoint Specialty Insurance Company | Policy No. RSI-DOT-2023-04871 | Six-year tail directors' and officers' liability policy | $485,000.00 | 6-year tail policy for pre-closing HBT directors and officers
8 | SEC Filing, Printing, Proxy Solicitation, and Miscellaneous Costs | Various — including SEC filing fees, printer, Aldridge Proxy Advisors LLC (Patrick Moran, SVP; 17 Ashbury Asset Advisors, Suite 900, New York, NY 10004), and other vendors | Various | Form S-4 (File No. 333-271498); CIK 0001893742; Nasdaq listing application HBIO-2023-0615; proxy solicitation | $365,000.00 | Estimated aggregate; includes SEC filing fees, EDGAR printing, Nasdaq listing fees, proxy solicitation fees, and miscellaneous closing costs
Subtotal — Transaction Expenses | $6,000,000.00
SECTION III — NET CASH TO COMBINED COMPANY
9 | Net Cash Delivered to Helix Bio Therapeutics Holdings Inc. (f/k/a Pinnacle Venture Acquisition Corp.) | Helix Bio Therapeutics Holdings Inc. | 450 Kendall Street, Suite 800, Cambridge, MA 02142; EIN: 87-1630284 (PVAC legacy) | Per BCA; funds to operating account of combined company | $36,400,316.05 | Total Sources ($71,247,813.55) minus Redemptions ($28,847,497.50) minus Transaction Expenses ($6,000,000.00) = $36,400,316.05. Satisfies Minimum Cash Condition of $30,000,000 per BCA §7.03(c).
Subtotal — Net Cash to Combined Company | $36,400,316.05
TOTAL USES OF FUNDS | $71,247,813.55 | Must equal Total Sources of Funds
[sheet: Wire Instructions]
Line No. | Payee Name | Payee Address | Bank Name | Bank Address | ABA / Routing Number | Account Number | Account Name | Reference / Memo | Amount ($) | Verified By
1 | Adriatic Health IT of Delaware, Inc. (for benefit of redeeming shareholders) | 1 Ashbury Asset Advisors, 30th Floor, New York, NY 10004 | [Bank Name — TBD] | [Bank Address — TBD] | [ABA — TBD] | [Acct — TBD] | CST Delaware — PVAC Redemption Account | PVAC Class A Share Redemptions — June 20, 2023 Closing | $28,847,497.50 | [Pending verification]
2 | Birchwood Partners LLC (Deferred Underwriting Commission) | 200 West 57th Street, Suite 1400, New York, NY 10019 | [Bank Name — TBD] | [Bank Address — TBD] | [ABA — TBD] | [Acct — TBD] | Birchwood Partners LLC | Deferred Underwriting Commission — PVAC IPO | $1,750,000.00 | [Pending verification]
3 | Birchwood Partners LLC (Advisory Fee) | 200 West 57th Street, Suite 1400, New York, NY 10019 | [Bank Name — TBD] | [Bank Address — TBD] | [ABA — TBD] | [Acct — TBD] | Birchwood Partners LLC | PIPE / Advisory Fee — BCA Closing | $500,000.00 | [Pending verification]
4 | Calvert & Wren Advisory LLC | 100 Summer Street, Suite 2200, Boston, MA 02110 | [Bank Name — TBD] | [Bank Address — TBD] | [ABA — TBD] | [Acct — TBD] | Calvert & Wren Advisory LLC | Financial Advisory Fee — HBT | $750,000.00 | [Pending verification]
5 | Calderwood & Harkness LLP | One Federal Street, 42nd Floor, Boston, MA 02110 | [Bank Name — TBD] | [Bank Address — TBD] | [ABA — TBD] | [Acct — TBD] | Calderwood & Harkness LLP IOLTA / Operating | Legal Fees — HBT Counsel — BCA Closing | $1,200,000.00 | [Pending verification]
6 | Hargrove Slater & Dunn LLP | 575 Lexington Avenue, 20th Floor, New York, NY 10022 | [Bank Name — TBD] | [Bank Address — TBD] | [ABA — TBD] | [Acct — TBD] | Hargrove Slater & Dunn LLP | Legal Fees — PVAC/Sponsor Counsel — BCA Closing | $950,000.00 | [Pending verification]
7 | Ridgepoint Specialty Insurance Company | [Address — TBD] | [Bank Name — TBD] | [Bank Address — TBD] | [ABA — TBD] | [Acct — TBD] | Ridgepoint Specialty Insurance Company | D&O Tail Policy Premium — Policy No. RSI-DOT-2023-04871 | $485,000.00 | [Pending verification]
8 | Various — SEC / Printer / Aldridge Proxy Advisors LLC / Miscellaneous | Aldridge Proxy Advisors LLC: 17 Ashbury Asset Advisors, Suite 900, New York, NY 10004; others per invoices | [Various] | [Various] | [Various] | [Various] | [Various] | Misc. Closing Costs — Filing/Printing/Proxy/Other | $365,000.00 | [Pending verification — see sub-schedule]
9 | Helix Bio Therapeutics Holdings Inc. (Combined Company Operating Account) | 450 Kendall Street, Suite 800, Cambridge, MA 02142 | [Bank Name — TBD] | [Bank Address — TBD] | [ABA — TBD] | [Acct — TBD] | Helix Bio Therapeutics Holdings Inc. | Net Closing Proceeds — De-SPAC Business Combination | $36,400,316.05 | [Pending verification]
TOTAL WIRES | $71,247,813.55
[sheet: Reconciliation & Waterfall]
Step | Description | Inflow ($) | Outflow ($) | Running Balance ($) | Cross-Reference
1 | Trust Account Released by Grandview Trust Company, N.A. | $51,247,813.55 | $51,247,813.55 | Sources of Funds Line 1
2 | Less: Redemption Payments to PVAC Class A Shareholders (2,814,390 shares × ~$10.25/share) | ($28,847,497.50) | $22,400,316.05 | Uses of Funds Line 1; Wire Instructions Line 1
3 | Trust Proceeds Available Post-Redemption | $22,400,316.05 | Subtotal
4 | Plus: PIPE Proceeds — Brindoval Capital Management, LP (1,500,000 shares × $10.00) | $15,000,000.00 | $37,400,316.05 | Sources of Funds Line 2
5 | Plus: PIPE Proceeds — Lakepoint Health Opportunities Fund, LP (500,000 shares × $10.00) | $5,000,000.00 | $42,400,316.05 | Sources of Funds Line 3
6 | Total Cash Available Before Transaction Expenses | $42,400,316.05 | Subtotal
7 | Less: Deferred Underwriting Commission — Birchwood Partners LLC | ($1,750,000.00) | $40,650,316.05 | Uses of Funds Line 2
8 | Less: Advisory Fee — Birchwood Partners LLC | ($500,000.00) | $40,150,316.05 | Uses of Funds Line 3
9 | Less: Financial Advisory Fee — Calvert & Wren Advisory LLC | ($750,000.00) | $39,400,316.05 | Uses of Funds Line 4
10 | Less: Legal Fees — Calderwood & Harkness LLP (est.) | ($1,200,000.00) | $38,200,316.05 | Uses of Funds Line 5
11 | Less: Legal Fees — Hargrove Slater & Dunn LLP (est.) | ($950,000.00) | $37,250,316.05 | Uses of Funds Line 6
12 | Less: D&O Tail Premium — Ridgepoint Specialty Insurance Company | ($485,000.00) | $36,765,316.05 | Uses of Funds Line 7
13 | Less: SEC Filing, Printing, Proxy Solicitation & Misc. | ($365,000.00) | $36,400,316.05 | Uses of Funds Line 8
14 | Total Transaction Expenses | ($6,000,000.00) | Sum of Steps 7–13
15 | NET CASH TO COMBINED COMPANY (Helix Bio Therapeutics Holdings Inc.) | $36,400,316.05 | Uses of Funds Line 9; Wire Instructions Line 9
MINIMUM CASH CONDITION TEST (BCA §7.03(c))
Available Cash (Trust post-redemption + PIPE – Transaction Expenses) | $36,400,316.05
Minimum Cash Condition Threshold | $30,000,000.00
Surplus / (Shortfall) | $6,400,316.05 | = $36,400,316.05 − $30,000,000.00
Condition Satisfied? | YES
[sheet: Post-Closing Cap Table]
Holder / Category | Share Class | Number of Shares | Percentage of Undiluted Outstanding (%) | Notes
Former HBT Equityholders (merger consideration) | Class A Common Stock | 4,000,000 | 44.1% | $40,000,000 enterprise value ÷ $10.00 deemed value per share
Non-Redeeming PVAC Public Shareholders | Class A Common Stock | 2,185,610 | 24.1% | 5,000,000 IPO shares − 2,814,390 redeemed shares
PIPE Investors — Brindoval Capital Management, LP | Class A Common Stock | 1,500,000 | 16.6% | $15,000,000 ÷ $10.00 per share
PIPE Investors — Lakepoint Health Opportunities Fund, LP | Class A Common Stock | 500,000 | 5.5% | $5,000,000 ÷ $10.00 per share
Pinnacle Venture Sponsor LLC (net of forfeiture) | Class A Common Stock (converted from Class B) | 875,000 | 9.7% | 1,250,000 founder shares − 375,000 forfeited (30% forfeiture); 12-month lock-up (early release if HBIO ≥ $12.00 for 20/30 trading days after 150 days)
TOTAL UNDILUTED SHARES OUTSTANDING | 9,060,610 | 100.0%
DILUTIVE SECURITIES (not included in undiluted count):
Earnout Shares — Tranche 1 | Class A Common Stock (contingent) | 250,000 | — | Issuable if VWAP ≥ $14.00 for 20/30 trading days within 36 months post-closing
Earnout Shares — Tranche 2 | Class A Common Stock (contingent) | 250,000 | — | Issuable if VWAP ≥ $16.00 for 20/30 trading days within 36 months post-closing
Public Warrants | Warrants (Class A Common Stock underlying) | 2,500,000 | — | Exercise price $11.50 per share; 5,000,000 IPO units × ½ warrant per unit
Private Placement Warrants | Warrants (Class A Common Stock underlying) | 250,000 | — | Exercise price $11.50 per share; held by Pinnacle Venture Sponsor LLC
TOTAL FULLY DILUTED SHARES (if all triggered/exercised) | 12,060,610 | — | 9,060,610 + 500,000 (earnout) + 2,500,000 (public warrants) = 12,060,610

[sheet: Cover & Summary]

FUNDS FLOW SUMMARY

TRUST ACCOUNT PROCEEDS

PIPE INVESTMENT PROCEEDS

Record

Parties

Dates

Amounts