Dear Priya,
Congratulations to you and the entire Helix Bio team on the successful closing of the business combination with Pinnacle Venture Acquisition Corp. The transaction officially closed today, June 20, 2023, and Helix Bio Therapeutics Holdings Inc. is now a publicly traded company. It has been quite a journey from the letter of intent back in January, and you and your team should be enormously proud of reaching this milestone.
I wanted to provide you with a comprehensive summary of the key closing events and next steps for your records.
**I. Summary of Key Closing Events Completed Today**
1. **Certificate of Merger Filed.** The Certificate of Merger was filed with the Delaware Secretary of State today, effecting the merger of Pinnacle Merger Sub Inc. with and into Helix Bio Therapeutics Inc., with HBT surviving as a wholly owned subsidiary of the combined public company.
2. **Re-domestication and Renaming.** PVAC's re-domestication from the Cayman Islands to Delaware became effective on June 15, 2023. In connection with the closing, PVAC has been renamed **Helix Bio Therapeutics Holdings Inc.**, which will serve as the new Nasdaq-listed parent entity.
3. **Nasdaq Listing / Trading.** Shares of the combined company will commence trading on Nasdaq under the ticker symbol **"HBIO"** beginning tomorrow, **June 21, 2023**.
4. **Trust Disbursement.** Grandview Trust Company, N.A. disbursed the trust account funds as follows: - Total trust balance: $51,247,813.55 - Paid to redeeming PVAC shareholders: $28,847,497.50 (2,814,390 shares redeemed at approximately $10.25 per share) - Trust proceeds released to the combined company: **$22,400,316.05**
5. **PIPE Funding.** The PIPE investment closed concurrently, with $20,000,000 in aggregate proceeds received: - Brindoval Capital Management, LP: $15,000,000 (1,500,000 shares) - Lakepoint Health Opportunities Fund, LP: $5,000,000 (500,000 shares)
6. **Transaction Expenses.** Estimated total transaction expenses of approximately $6,000,000 were paid at closing (or will be paid promptly thereafter), broken down as follows: - Deferred underwriting commission to Birchwood Partners LLC: $1,750,000 - Advisory fee to Birchwood Partners LLC: $500,000 - Advisory fee to Calvert & Wren Advisory LLC: $750,000 - Legal fees to Calderwood & Harkness LLP: $1,200,000 - Legal fees to Hargrove Slater & Dunn LLP: $950,000 - D&O tail premium to Ridgepoint Specialty Insurance Company: $485,000 - Filing, printing, proxy solicitation, and miscellaneous costs: $365,000
7. **Net Cash to Combined Company.** After redemptions and transaction expenses, net cash delivered to the combined company is **$36,400,316.05**, comfortably exceeding the $30,000,000 minimum cash condition under Section 7.03(c) of the Business Combination Agreement.
8. **Merger Consideration.** 4,000,000 shares of Class A common stock of Helix Bio Therapeutics Holdings Inc. have been issued to former HBT equityholders at a deemed value of $10.00 per share, reflecting the $40,000,000 implied enterprise value.
9. **Earnout.** An additional 500,000 earnout shares remain issuable to former HBT equityholders in two tranches upon achievement of stock price milestones within 36 months following closing: - Tranche 1: 250,000 shares upon the VWAP closing price equaling or exceeding $14.00 for 20 of any 30 consecutive trading days - Tranche 2: 250,000 shares upon the VWAP closing price equaling or exceeding $16.00 for 20 of any 30 consecutive trading days
10. **Sponsor Forfeiture.** Pinnacle Venture Sponsor LLC forfeited 375,000 of its 1,250,000 founder shares, retaining 875,000 shares subject to the 12-month lock-up (with early release provisions as set forth in the Sponsor Support Agreement).
**II. Key Consents and Conditions**
All material conditions to closing were satisfied, including the following:
- PVAC shareholder approval obtained at the special meeting held on June 13, 2023 - Consent to assignment under the Exclusive License Agreement with Regents of Graystone University (License No. GU-2019-0914-HBT) obtained May 30, 2023 - Landlord consent from Kendall Square Properties Trust for the Kendall Street lease obtained June 5, 2023 - Notice to Meridian Pharmaceuticals Inc. under the Collaboration and Option Agreement delivered April 3, 2023 - Nasdaq listing approval received (Listing Application No. HBIO-2023-0615) - D&O tail policy bound with Ridgepoint Specialty Insurance Company (six-year tail)
**III. Post-Closing Matters and Next Steps**
- **Closing Binder.** Our team is coordinating the preparation of the closing binder containing all final executed transaction documents, including the Business Combination Agreement, Sponsor Support Agreement, PIPE Subscription Agreements, Registration Rights Agreement, Amended and Restated Certificate of Incorporation, and legal opinions. We expect to circulate the completed binder in the coming weeks.
- **Super 8-K Filing.** The Form 8-K reporting the closing of the Business Combination is being filed with the SEC today. We will circulate a copy once the filing has been accepted.
- **Transfer Agent.** Adriatic Health IT of Delaware, Inc. is acting as transfer agent for the combined company's shares going forward.
- **Corporate Governance and Section 16 Filings.** For any immediate post-closing integration or corporate governance matters — including new board composition matters and Section 16 filings for officers and directors — Sandra, Oliver, Ryan, and Megan remain fully available to assist.
**IV. Closing Remarks**
Priya, I want to reiterate our warmest congratulations. Today represents a truly significant milestone for Helix Bio, its employees, and its investors, and it has been a privilege for our team to represent HBT through this process. We are proud of what we have accomplished together and excited for the next chapter ahead.
Please do not hesitate to reach out to any of us with questions. We are here to help.
With warm regards,
Sandra Tung Partner, Mergers & Acquisitions Calderwood & Harkness LLP One Federal Street, 42nd Floor Boston, MA 02110 T: (617) 555-4200 E: stung@calderwoodharkness.com
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