UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM ________ TO ________

 COMMISSION FILE NUMBER 001-41955

 (Exact name of registrant as specified in its
charter)

 Cayman Islands

 N/A

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer

Identification Number)

 Cormorant Asset Management, LP

 200 Clarendon Street, 52nd Floor

 Boston, MA

 02116

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (857) 702-0370

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbols

 Name of each exchange on which registered

 Class A ordinary shares, par value $0.0001 per share

 HLXB

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes No

the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and file such reports). Yes No

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 The aggregate market value
of the registrant's voting and non-voting common equity held by non-affiliates as of June 28, 2024 (the last business day of the
registrant's most recently completed second fiscal quarter) was approximately $ 163,520,000, computed by reference to the closing
price for the Class A ordinary shares on such date, as reported on the Nasdaq Global Market (" Nasdaq ").

 As
of March 10, 2025, there were 18,909,000 of the registrant's Class A ordinary shares, $0.0001 par value and 4,600,000
of the registrant's Class B ordinary shares, $0.0001 par value, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 Reserved.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibits, Financial Statement Schedules.

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some of the statements contained in this Annual
Report on Form 10-K (the "Form 10-K" or "Annual Report") may constitute "forward-looking statements"
for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our
or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 Forward-looking statements in this Annual Report may include, for example,
statements about:

 our ability to complete our
initial business combination with BBOT (as defined herein), or any other initial business combination;

 our expectations around the
performance of the prospective target business or businesses;

 our success in retaining or
recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 our officers and directors
allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial
business combination;

 our potential ability to obtain
additional financing to complete our initial business combination;

 our pool of prospective target
businesses;

 the adverse impacts of events
that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19) and increased volatility
in the debt and equity markets, may have on our ability to consummate an initial business combination;

 the ability of our officers
and directors to generate a number of potential business combination opportunities;

 our public securities'
potential liquidity and trading;

 the lack of a market for our
securities;

 the use of proceeds not held
in the Trust Account or available to us from interest income on the Trust Account balance;

 the Trust Account not being
subject to claims of third parties; or

 our financial performance.

 The forward-looking statements contained in this
Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading " Risk Factors." Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 ii

 Summary of Risk Factors

 An investment in our securities involves a high
degree of risk. The occurrence of one or more of the events or circumstances described in the section titled " Risk Factors,"
alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating
results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks
include, but are not limited to:

 We are a blank check company
with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

 Our public shareholders may
not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder
shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public
shareholders do not support such a combination.

 Your only opportunity to affect
your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares
from us for cash.

 If we seek shareholder approval
of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business
combination, regardless of how our public shareholders vote.

 The ability of our public shareholders
to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not
allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment
in us.

 The requirement that we complete
our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a
business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular
as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that
would produce value for our shareholders.

 Our search for a business combination,
and any target business with which we ultimately consummate a business combination, may be materially adversely affected by events that
are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19) and volatility in the debt and
equity markets.

 We may not be able to complete
our initial business combination within the completion window, in which case we would cease all operations except for the purpose of
winding up and we would redeem our public shares and liquidate.

 If we seek shareholder approval
of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect
to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float"
of our Class A ordinary shares.

 If a shareholder fails to receive
notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures
for submitting or tendering its shares, such shares may not be redeemed.

 iii

 You will not be entitled to
protections normally afforded to investors of many other blank check companies.

 Because of our limited resources
and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business
combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion
of the funds in the Trust Account that are available for distribution to public shareholders.

 Past performance by our management
team and their affiliates, including investments and transactions in which they have participated and businesses with which they have
been associated, may not be indicative of future performance of an investment in the Company.

 You will not have any rights
or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you
may be forced to sell your public shares, potentially at a loss.

 Nasdaq may delist our Class
A ordinary shares from trading on its exchange, which could limit investors' ability to make transactions in our securities and
subject us to additional trading restrictions.

 The nominal purchase price
paid by our Sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation
of our initial business combination.

 Unlike some other similarly
structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue
certain shares to consummate an initial business combination.

 We may be a passive foreign
investment company, or "PFIC," which could result in adverse United States federal income tax consequences to U.S. investors.

 Because we are incorporated
under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights
through the U.S. Federal courts may be limited.

 The other risks and uncertainties
discussed in " Risk Factors " and elsewhere in this Annual Report.

 iv

 References in this report to "we,"
"us" or the "Company" refer to Helix Acquisition Corp. II. References to our "management" or our "management
team" refer to our officers and directors, and references to the "Sponsor" refer to Helix
Holdings II LLC, a Cayman Islands limited liability company.

 Item 1. Business.

 Introduction

 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 have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, the Company is a "shell company" as defined under the Exchange Act
of 1934 (the "Exchange Act") because we have no operations and nominal assets consisting almost entirely of cash.

 On June 19, 2021, our Sponsor paid $25,000, or
approximately $0.009 per share, to cover certain of our offering and formation costs in exchange for 2,875,000 Class B ordinary shares,
par value $0.0001 per share (the "founder shares" or "Class B ordinary shares"). On November 29, 2023, our Sponsor
transferred 30,000 founder shares to each of our independent directors, Mark McKenna and John Schmid, and to our advisor, Andrew Phillips.
On February 1, 2024, the Company issued an additional 1,437,500 founder shares to our Sponsor. On February 8, 2024, the Company issued
an additional 287,500 founder shares to our Sponsor, resulting in our Sponsor holding a total of 4,510,000 founder shares, with up to
600,000 founder shares subject to forfeiture depending on the extent to which the over-allotment option of the underwriter of the IPO
(the "IPO underwriter"), as discussed in further detail below, was exercised.

 On February 13, 2024, we consummated our IPO (the
"IPO") of 18,400,000 Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), including
the issuance of 2,400,000 Class A Ordinary Shares as a result of the IPO underwriter's exercise in full of its over-allotment option.
The Class A Ordinary Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $184,000,000.

 Simultaneously with the closing of the IPO, pursuant
to a Private Placement Class A Ordinary Shares Purchase Agreement (the "Private Placement Shares Purchase Agreement") between
the Company and the Sponsor, the Company completed the private sale of 509,000 Class A Ordinary Shares (the "Private Placement Shares")
at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of $5,090,000. The
Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, except that, so long as they are held by the Sponsor
and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days
after the completion of a business combination and (ii) they are entitled to registration rights. Additionally, on February 13, 2024,
three investment vehicles managed by Cormorant Asset Management, LP ("Cormorant" and, the investment vehicles managed by Cormorant,
the "Cormorant Funds") purchased 2,400,000 Class A ordinary shares in the IPO at the IPO price.

 A total of $184,000,000 comprised of the net proceeds
from the IPO and the sale of the Private Placement Shares was placed in the trust account (the "Trust Account"), located in
the United States with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account
are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), with a maturity of 185 days or less or 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. Except with respect
to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes and up to $100,000 of interest
to pay dissolution expenses, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i)
the completion of the Company's initial business combination, (ii) the redemption of the Class A Ordinary Shares sold in the IPO
(the "Public Shares") if the Company is unable to complete its initial business combination within 24 months from the closing
of the IPO, subject to applicable law or (iii) the redemption of any of the Company's Public Shares properly tendered in connection
with a shareholder vote to amend the Company's Articles (the "Articles") (A) to modify the substance or timing of its
obligation to allow redemption in connection with the Company's initial business combination or to redeem 100% of the Company's
Public Shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect
to any other provision relating to shareholders' rights or pre-business combination activity.

 On February 8, 2025, in connection with the appointment of Mr. Albert
A. Holman, III to the board of directors, the Sponsor transferred 30,000 founder shares held by it to Mr. Holman.

 Proposed Business Combination with BridgeBio
Oncology Therapeutics

 On February 28, 2025, we entered into a
business combination agreement (the "BBOT Business Combination Agreement", and the transactions contemplated thereby, including
the Domestication and Merger, each as defined below, the "BBOT Business Combination") with TheRas, Inc., a Delaware corporation
(doing business as BridgeBio Oncology Therapeutics, "BBOT") and Helix II Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Merger Sub"), pursuant to which, among other things and subject to the terms and conditions contained
in the BBOT Business Combination Agreement (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 (the "Domestication"),
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 "Merger").

 BBOT is a clinical-stage biopharmaceutical company
advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3Ka malignancies.

 Consummation of the transactions contemplated
by the BBOT Business Combination Agreement are subject to customary conditions of the respective parties, including the approval of the
BBOT Business Combination Agreement, the Business Combination and certain other actions related thereto by the Company's shareholders,
and the availability of a minimum amount of aggregate transaction proceeds.

 Effecting Our initial business combination

 General

 As described above, we have entered into a definitive
agreement for the proposed BBOT Business Combination. Unless otherwise stated, this Form 10-K does not assume the closing of the BBOT
Business Combination. References to the term "initial business combination" in this section include the BBOT Business Combination
where context requires.

 We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash held in
the Trust Account, the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners
of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances or a combination of the foregoing.
If the BBOT Business Combination does not close, we may seek to complete our initial business combination with a company or business that
may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in
such companies and businesses.

 If our initial business combination is paid for
using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the
cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the
post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies, or for working capital.

 We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate
our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust Account. In addition,
if the BBOT Business Combination does not close, we may target businesses with enterprise values that are greater than we could acquire
with the net proceeds of the IPO and the sale of the Private Placement Shares, and, as a result, if the cash portion of the purchase price
exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by holders of our Public Shares
(the "public shareholders"), we may be required to seek additional financing to complete such proposed initial business combination.
Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion
of our initial business combination. In the case of an initial business combination funded with assets other than the Trust Account assets,
our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and,
only if required by law, regulation or stock exchange rule we would seek shareholder approval of such financing. There is no limitation
on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness
in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter
into following consummation of the IPO. Other than in connection with the BBOT Business Combination, we are not currently a party to any
arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.
None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial

 Selection of a Target Business and Structuring of Our initial business
combination

 The rules of The Nasdaq Stock Market LLC ("Nasdaq")
require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of
the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the
Trust Account). Our board of directors will make the determination as to the fair market value of our initial business combination. If
our board of directors is not able to independently determine the fair market value of our initial business combination (including with
the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of Financial
Industry Regulatory Authority, Inc. ("FINRA") or a valuation or appraisal firm with respect to the satisfaction of such criteria.
While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of
our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target
or if there is a significant amount of uncertainty as to the value of the target's assets or prospects. Additionally, pursuant to
Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

 We anticipate structuring our initial business
combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests
or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction
company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post
transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination
may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the
business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for
all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior
to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post
transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes
of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets
test will be based on the aggregate value of all of the target businesses.

 In evaluating a prospective target business, we
expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document
reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed
to structure and negotiate the terms of the business combination transaction.

 The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.

 We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the business combination
through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete an
initial business combination with a target that is affiliated (as defined in our Articles) with our Sponsor, officers or directors, we,
or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA
or a valuation or appraisal firm stating that the consideration to be paid by us in such an initial business combination is fair to our
Company from a financial point of view. We are not required to obtain such an opinion in any other context.

 Members of our management team and our independent
directors indirectly own founder shares and/or Private Placement Shares and, accordingly, may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price
that our Sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby
our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines
in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion
window, the founder shares may expire worthless, except to the extent they receive liquidating distributions from assets outside the
Trust Account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we
select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers
and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business
combination.

 Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our Articles provides that, to the fullest
extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent
expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of
business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not
believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability
to complete our initial business combination.

 In addition, our Sponsor and our officers and
directors may Sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures
during the period in which we are seeking an initial business combination. As a result, our Sponsor, officers and directors could have
conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition
company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest
in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect
our ability to complete our initial business combination.

 Redemption Rights for Public Shareholders upon
Completion of our initial business combination

 We will provide our public shareholders with the
opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination either (i) in connection
with a general meeting called to approve the initial business combination, including a general meeting to be held in connection with the
BBOT Business Combination (the "BBOT Business Combination Shareholders Meeting") or (ii) without a shareholder vote by means
of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing
requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company
where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek
to amend our Articles would require shareholder approval. So long as we maintain a listing for our securities on Nasdaq, we will be required
to comply with Nasdaq's shareholder approval rules.

 The requirement that we provide our public shareholders
with the opportunity to redeem their Public Shares by one of the two methods listed above will be contained in provisions of our Articles
and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended
if approved by special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast
by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting
of the company.

 If we provide our public shareholders with the
opportunity to redeem their Public Shares in connection with a general meeting, we will:

 conduct the redemptions in
conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and
not pursuant to the tender offer rules, and

 file proxy materials with the
SEC.

 In the event that we seek shareholder approval
of our initial business combination, including at the BBOT Business Combination Shareholders Meeting, we will distribute proxy materials
and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial

 If we seek shareholder approval, we will complete our initial business
combination only if it is approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority
of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter
at a general meeting of the company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares
entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders, which include our Sponsor and any other
holders of founder shares immediately prior to the IPO, will count toward this quorum and, pursuant to a letter agreement (the "Letter
Agreement"), our Sponsor, officers, directors and advisors have agreed to vote their founder shares, Private Placement Shares and
any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of our initial
business combination. The Cormorant Funds have agreed to vote the Class A ordinary shares they may purchase in the IPO in favor of our
initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders' founder shares
and Private Placement Shares, we would need 6,645,501, or 36.1%, of the 18,400,000 Public Shares sold in the IPO to be voted in favor
of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted,
the Private Placement Shares to be issued to our Sponsor are voted in favor of the transaction and the parties to the Letter Agreement
do not acquire any Class A ordinary shares). Additionally, the Cormorant Funds purchased 2,400,000 Class A ordinary shares in the IPO,
and assuming they will vote their Public Shares in favor of our initial business combination (which they will not be required to do),
only 4,245,001 affirmative votes from other public shareholders would be required to approve our initial business combination. However,
because the Cormorant Funds are not obligated to continue owning any Public Shares and are not obligated to vote any Public Shares in
favor of our initial business combination, we cannot assure you that the Cormorant Funds will be shareholders at the time our shareholders
vote on our initial business combination, and, if they are shareholders, we cannot assure you as to how the Cormorant Funds will vote
on any business combination. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a
quorum under our Articles, vote their shares at a general meeting of the company, we will not need any Public Shares in addition to our
founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if
our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the
approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds
of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter
at a general meeting of the company. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make
it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their Public Shares
irrespective of whether they vote for or against the proposed transaction or whether they do not vote or abstain from voting on the proposed
transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

 If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we will:

 conduct the redemptions pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

 file tender offer documents
with the SEC prior to completing our initial business combination which contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates
the solicitation of proxies.

 In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the
Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of Public Shares we are permitted
to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
the initial business combination.

 Upon the public announcement of our initial business
combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the
Exchange Act.

 We intend to require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder's
option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using
the Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a public shareholder seeking redemption of its Public Shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with
our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We
believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action
from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial
business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares
delivered by public shareholders who elected to redeem their shares.

 We will provide our public shareholders with the
opportunity to redeem their Public Shares for cash at a per share price equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, upon the completion of our initial
business combination, subject to the limitations and on the conditions described herein and in the registration statement relating to
the IPO. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. The Sponsor, our officers and directors have entered into the Letter Agreement, pursuant
to which they have agreed to waive their redemption rights with respect to their founder shares and any Public Shares held by them in
connection with the completion of our initial business combination.

 Our proposed initial business combination may
impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or
other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy
cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us,
we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will
be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities or through
loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop arrangements we may enter into following consummation of the IPO, in order to, among other reasons, satisfy such net tangible
assets or minimum cash requirements.

 We do not currently anticipate that such purchases,
if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject
to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases
are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and
Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. The purpose of any such purchases
of shares could be to satisfy a closing condition in an agreement with a target, such as the BBOT Business Combination Agreement, that
requires us to have a certain amount of cash at the closing of our initial business combination.

 Notwithstanding the foregoing redemption rights,
if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Articles provide that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange
Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the IPO without
our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and
subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their
shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder
holding more than an aggregate of 20% of the shares sold in IPO could threaten to exercise its redemption rights against a business combination
if such holder's shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or
on other undesirable terms. By limiting our shareholders' ability to redeem to no more than 20% of the shares sold in IPO, we believe
we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business
combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a
minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders' ability to vote all of their
shares (including all shares held by those shareholders that hold more than 20% of the shares sold in the IPO) for or against our initial

 Redemption of Public Shares and Liquidation if No initial business
combination

 Our Articles provide that we will have 24 months
from the closing of the IPO or by such earlier liquidation date as the Company's board of directors may approve (the "completion
window") to complete our initial business combination. If we are unable to complete our initial business combination within such
completion window, we will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish
public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any)
subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable
law.

 Our Sponsor, officers and directors have entered
into a letter agreement ("Letter Agreement") with us, pursuant to which they have waived their rights to liquidating distributions
from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination within
the completion window, although they will entitled to liquidating distributions from assets outside the Trust Account. However, if our
Sponsor or management team acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust
Account with respect to such Public Shares if we fail to complete our initial business combination within the allotted completion window.

 The IPO underwriter has agreed to waive its rights
to its deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within
the completion window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available
to fund the redemption of our Public Shares.

 Our Sponsor, officers, and directors have agreed,
pursuant to the Letter Agreement, that they will not propose any amendment to our Amended Charter (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we
do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating
to shareholders' rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity
to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by
the number of then outstanding Public Shares, subject to limitations and on the conditions described herein. For example, our board of
directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination.
In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking
shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described
above upon shareholder approval of such amendment.

 Competition

 In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay
cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

 Employees and Human Capital Resources

 We currently have three officers: Bihua Chen, our Chief Executive Officer,
Caleb Tripp, our Chief Financial Officer, and Nebojsa Obradovic, our Chief Legal Officer. These individuals are not obligated to devote
any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until
we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether
a target business has been selected for our initial business combination and the stage of the business combination process we are in.
We do not intend to have any full-time employees prior to the completion of our initial business combination.

 Periodic Reporting

 We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current
Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The SEC's Internet website is located at www.sec.gov. In addition, the
Company will provide copies of these documents without charge upon request from us in writing at 200 Clarendon Street, 52nd Floor Boston,
MA 02116 or by telephone at (857) 702-0370.

 We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the "Companies
Act"). As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that,
in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of
the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations
will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in
the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii)
by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders
or a payment of principal or interest or other sums due under a debenture or other obligation of us.

 We are an "emerging growth company,"
as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the JOBS Act.
As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 In addition, Section 107 of the JOBS Act also
provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company"
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to
take advantage of the benefits of this extended transition period.

 We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have
total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market
value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on
which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 Additionally, we are "smaller reporting
company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates equals
or exceeds $250 million as of the end of that year's second fiscal quarter, or (2) our annual revenues equaled or exceeded $100
million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million
as of the end of that year's second fiscal quarter.

 Item 1A. Risk Factors.

 An investment in our securities involves a
high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in
this Annual Report, before making a decision to invest in our Class A Ordinary Shares. If any of the following events occur, our business,
financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could
decline, and you could lose all or part of your investment.

 Unless otherwise stated, the Risk Factors described
below do not assume the closing of the BBOT Business Combination. References to the term "initial business combination" in
this section include the BBOT Business Combination where context requires.

 Risks Relating to our Search for, and Consummation
of or Inability to Consummate, a business combination

 Our public shareholders may not be afforded
an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate
in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support
such a combination.

 While we plan to hold the BBOT Business Combination
Shareholders Meeting to approve the BBOT Business Combination, we may choose not to hold a shareholder vote to approve our initial business
combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements.
Except as required by applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of a
proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will
participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority
of our ordinary shares do not approve of the business combination we complete. Please see the section entitled " Proposed Business —
Shareholders May Not Have the Ability to Approve Our initial business combination " for additional information.

 Your only opportunity to effect your investment
decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

 At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors
may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to
vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision
regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be
at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial
business combination. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares
that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who
properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the
per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.

business combination, our initial shareholders, management team and advisors have agreed to vote in favor of such initial business combination,
regardless of how our public shareholders vote.

 As of December 31, 2024, our initial shareholders
owned 4,600,000 founder shares, which represented 20 %
of our issued and outstanding ordinary shares.

 Our initial shareholders, management team and advisors also may from
time to time purchase Class A ordinary shares prior to our initial business combination. Our Articles provides that, if we seek shareholder
approval of an initial business combination, such initial business combination will be approved if we receive approval pursuant to an
ordinary resolution under Cayman Islands law, which requires the affirmative vote of at least a majority of the votes cast by the shareholders
of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company.
As a result, in addition to our initial shareholders' founder shares and Private Placement Shares, we would need 6,645,501, or 36.1%,
of the 16,000,000 Public Shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business
combination approved, assuming all outstanding shares are voted, and the parties to the Letter Agreement do not acquire any Class A ordinary
shares. Additionally, Cormorant Funds purchased the 2,400,000 Class A ordinary shares in the IPO and assuming they will vote their Public
Shares in favor of our initial business combination (which they will not be required to do), only 4,245,001 affirmative votes from other
public shareholders would be required to approve our initial business combination. Assuming that only the holders of 6,828,334 of our
issued and outstanding ordinary shares, representing a quorum under our Articles, vote their ordinary shares at a general meeting of the
company, we will not need any Public Shares in addition to our founder shares to be voted in favor of an initial business combination
in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger
or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special
resolution, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued shares
present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. Accordingly, if we
seek shareholder approval of our initial business combination, the agreement by our initial shareholders, management team and advisors
to vote in favor of our initial business combination will increase the likelihood that an ordinary resolution will be passed, being the
requisite shareholder approval for such initial business combination.

 The ability of our public shareholders to redeem
their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
for us to enter into a business combination with a target.

 The definitive agreement for our initial business
combination, including the BBOT Business Combination Agreement, may contain a minimum cash requirement for (i) cash consideration
to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention
of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such
closing condition and, as a result, would not be able to proceed with the business combination. Consequently, if accepting all properly
submitted redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption
and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of
these risks and, thus, may be reluctant to enter into a business combination transaction with us.

 The ability of our public shareholders to exercise
redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to
complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

 At the time we enter into an agreement for our
initial business combination, including the BBOT Business Combination Agreement, we will not know how many shareholders may exercise their
redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will
be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the Trust Account
to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in
the Trust Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted
for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the
Trust Account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or
the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision
of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon
conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred
underwriting compensation payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial
business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be
reduced by the deferred underwriting compensation and after such redemptions, the amount held in trust will continue to reflect our obligation
to pay the entire deferred underwriting compensation. The above considerations may limit our ability to complete the most desirable business
combination available to us or optimize our capital structure. As a result, our obligations to redeem Public Shares for which redemption
is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable business combination or
optimize our capital structure.

 In addition, raising additional third-party financing
may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would
increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary
shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our business combination.
The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital
structure and may result in substantial dilution from your purchase of our Class A ordinary shares. The effect of this dilution will
be greater for shareholders who do not redeem. The amount of the deferred underwriting compensation payable to the underwriter will not
be adjusted for any shares that are redeemed in connection with an initial business combination, which may further dilute your investment.
The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the
deferred underwriting compensation and after such redemptions, the per-share value of shares held by non-redeeming shareholders
will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion
of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur
a net loss on your investment. Please see "— Risks Relating to Our Securities — The nominal purchase price
paid by our Sponsor for the founder shares may result in significant dilution to the implied value of your Public Shares upon the consummation
of our initial business combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate
an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline."

 The ability of our public shareholders to exercise
redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would
be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

 If our initial business combination agreement,
including the Business Combination Agreement, requires us to use a portion of the cash in the Trust Account to pay the purchase price,
or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the Trust
Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the
open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either
situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of
redemption rights until we liquidate or you are able to sell your shares in the open market.

 The requirement that we complete our initial
business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination
and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach
our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value
for our shareholders.

 Any potential target business with which we enter
into negotiations concerning a business combination, including BBOT, will be aware that we must complete our initial business combination
within the completion window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing
that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial
business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition,
we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation. The length of time it may take us to complete our diligence and negotiate a business combination
may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations
not lead to a consummated initial business combination.

 Our search for a business combination, and
any target business with which we ultimately consummate a business combination, may be materially adversely affected by events that are
outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19) and volatility in the debt and equity
markets.

 Our ability to find a potential target business
and the business of any potential business with which we may consummate a business combination could be materially and adversely affected
by events that are outside of our control. For example, geopolitical unrest (such as the ongoing military conflict between Russia and
Ukraine and the military conflict in Israel and Gaza), including war, terrorist activity and acts of civil or international hostility
are increasing. In particular, although the length, impact and outcome of the ongoing military conflict in Ukraine and the recent armed
conflict between Israel and Hamas is highly unpredictable, these conflicts could lead to significant market and other disruptions, including
significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions,
political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

 Similarly other events outside of our control,
including natural disasters, climate-related events pandemic or health crises (such as the COVID-19 pandemic) may arise from time to time,
any such events may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or
sectors, disruptions to commerce (including to economic activity, travel and supply chain), loss of life and property damage, and may
adversely affect the global economy or capital markets, and the business of any potential target business with which we may consummate
a business combination and could be materially adversely affected. In addition, our ability to consummate a transaction may be dependent
on the ability to raise equity and debt financing which may be impacted by these and other events, including as a result of increased
market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable or at all.

 We may not be able to complete our initial
business combination within the completion window, in which case we would redeem our Public Shares.

 We may not be able to find a suitable target business
and complete our initial business combination within the completion window. An increasing number of special purpose acquisition companies
("SPACs") have liquidated beginning in the second half of 2022 due to an inability to complete an initial business combination
within their allotted time periods. Furthermore, our ability to complete our initial business combination may be negatively impacted by
general market conditions, volatility in the capital and debt markets and the other risks described herein, including the impact of events
such as the war between Russia and the Ukraine and the military conflict in Israel and Gaza. If we are unable to complete our initial
business combination within the completion window and we do not further extend such date, we will, as promptly as reasonably possible
but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
constitute full and complete payment for the Public Shares and completely extinguish public shareholders' rights as shareholders
(including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law
to provide for claims of creditors and subject to the other requirements of applicable law. Our Articles provide that, if we wind up for
any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to
the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable
Cayman Islands law. In either such case, our public shareholders may receive only $ 10.46
per Public Share, which is estimated as of December 31, 2024, or less than $ 10.00 per Public
Share, on the redemption of their shares. See " - If third parties bring claims against us, the proceeds held in the Trust Account
could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per Public Share " and
other risk factors herein.

 We may decide not to extend the term we have
to consummate our initial business combination, in which case we would redeem our Public Shares.

 We have until the date that is 24 months from
the closing of our IPO or until such earlier liquidation date as our board of directors may approve, to consummate our initial business
combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder
approval to amend our Articles to extend the date by which we must consummate our initial business combination. However, we may decide
not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which
we must consummate our initial business combination, and we are unable to consummate our initial business combination within the applicable
time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for
a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law.

business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares
from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of our
Class A ordinary shares.

business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our Sponsor, initial shareholders directors, officers, advisors and their affiliates may purchase Public Shares or equity-linked securities
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,
although they are under no obligation or duty to do so. Any such price per share may be different than the amount per share a public shareholder
would receive if it elected to redeem its shares in connection with our initial business combination. Such a purchase may include a contractual
acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore
agrees not to exercise its redemption rights. In the event that our Sponsor, initial shareholders, directors, officers, advisors and their
affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption
rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule
10b-18 would apply to purchases by Sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases
will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under
certain conditions, including with respect to timing, pricing and volume of purchases.

 Additionally, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material non-public information), our Sponsor,
initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide
them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not redeem their
Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any
terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

 The purpose of any such transactions could be
to increase the likelihood of obtaining shareholder approval of the business combination, or satisfy a closing condition in an agreement
with a target, including the BBOT Business Combination Agreement, that requires us to have a minimum net worth or a certain amount of
cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases
of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

 In addition, if such purchases are made, the public
"float" of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may
make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such
purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such
reporting requirements. Additionally, in the event our Sponsor, initial shareholders, directors, officers, advisors and their affiliates
were to purchase Public Shares from public shareholders, such purchases would be structured in compliance with the requirements of Rule
14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

 our registration statement/proxy
statement filed for our business combination transaction would disclose the possibility that our Sponsor, initial shareholders, directors,
officers, advisors and their affiliates may purchase Public Shares from public shareholders outside the redemption process, along with
the purpose of such purchases;

 if our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates were to purchase Public Shares from public shareholders, they would do so at a price
no higher than the price offered through our redemption process;

 our registration statement/proxy
statement filed for our business combination transaction would include a representation that any of our securities purchased by our Sponsor,
initial shareholders, directors, officers, advisors and their affiliates would not be voted in favor of approving the business combination
transaction;

 our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they
do acquire and possess redemption rights, they would waive such rights; and

 we would disclose in a Form
8-K, before our security holder meeting to approve the business combination transaction, the following material items:

 the amount of our securities
purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates, along
with the purchase price;

 the purpose of the purchases
by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates;

 the impact, if any, of the purchases
by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination
transaction will be approved;

 the identities of our security
holders who sold to our Sponsor, initial shareholders, directors, officers, advisors and their affiliates (if not purchased on the open
market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, initial shareholders, directors, officers,
advisors and their affiliates; and

 the number of our securities
for which we have received redemption requests pursuant to our redemption offer.

 If a shareholder fails to receive notice of
our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for
submitting or tendering its shares, such shares may not be redeemed.

 We will comply with the proxy rules or tender
offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with
these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not
become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will
furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly tender or submit Public Shares for redemption. For example, we intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name,"
to, at the holder's option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any
other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

 You will not be entitled to protections normally
afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.

 Since the net proceeds of the IPO and the sale
of the Private Placement Shares are intended to be used to complete one or more initial business combinations with a target business or
businesses that have not been selected, we may be deemed to be a "blank check" company under the United States securities
laws. However, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,
investors will not be afforded the benefits or protections of those rules. Among other things, this means we will have a longer period
of time to complete our initial business combinations than do companies subject to Rule 419. Moreover, if the IPO had been subject to
Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds
in the Trust Account were released to us or in connection with our completion of an initial business combination.

business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders
are deemed to hold in excess of 20% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess
of 20% of our Class A ordinary shares.

business combination, including the vote on the Business Combination at the BBOT Business Combination Shareholders Meeting, and we do
not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Articles provides
that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in
concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 20% of the shares sold in the IPO, which we refer to as the "Excess Shares."
However, we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our
initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.

 Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we
are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds
in the Trust Account that are available for distribution to public shareholders.

 We expect to encounter competition from other
entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater
technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of the IPO and the sale of the Private Placement Shares if the BBOT Business Combination does not close,
our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available
financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their shares for cash at the time of our initial
business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce
the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage
in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders
may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders.

 If the net proceeds of the IPO and the sale
of the Private Placement Shares not being held in the Trust Account are insufficient to allow us to operate for at least the duration
of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our
initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial

 $1,697,777 was available to us outside the Trust Account, as of December 31, 2024, to fund our working capital requirements. While we believe that
the funds available to us outside of the Trust Account will be sufficient to allow us to operate for at least the duration of the completion
window, we cannot assure you that our estimate is accurate. If the BBOT Business Combination does not close, of the funds available to
us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.
We could also use a portion of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent
or merger agreements designed to keep target businesses from "shopping" around for transactions with other companies or investors
on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have
any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might
not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

 Neither our Sponsor, members of our management
team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid
only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. Up to
$1,500,000 of such loans may be convertible into Private Placement Shares of the post-business combination entity at a price of $10.00
per share at the option of the lender. Such shares would be identical to the Private Placement Shares. Prior to the completion of our
initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we
do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds
in our Trust Account. If we are unable to complete our initial business combination within the required time period because we do not
have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public
shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our Public Shares.

 If third parties bring claims against us, the
proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00
per share.

 Our placing of funds in the Trust Account may
not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective
target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim
of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, such parties may not execute such
agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds
held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account,
our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
such third party if management believes that such third party's engagement would be in the best interests of the Company under the
circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the IPO will not execute
agreements with us waiving such claims to the monies held in the Trust Account.

 Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to
complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with
our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought
against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could
be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Letter
Agreement which is filed as an exhibit to this Annual Report, our Sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party for services rendered or products sold to us (except for the Company's independent auditors), or a prospective
target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination
agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share
due to reductions in the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided
that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity
of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked
our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds
to satisfy its indemnity obligations and we believe that our Sponsor's only assets are securities of our Company. Therefore, we
cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made
against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00
per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount
per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.

 Our directors may decide not to enforce the
indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution
to our public shareholders.

 In the event that the proceeds in the Trust Account
are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of
the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets,
in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their
business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of
such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors
determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations,
the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.00 per Public
Share.

 We may not have sufficient funds to satisfy
indemnification claims of our Sponsor, Cormorant, directors and officers.

 We have agreed to indemnify our Sponsor, Cormorant
and our officers and directors to the fullest extent permitted by law. However, our Sponsor, Cormorant and our officers and directors
have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse
against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only
if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation
to indemnify our Sponsor, Cormorant and our officers and directors may discourage shareholders from bringing a lawsuit against our Sponsor,
Cormorant and our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the
likelihood of derivative litigation against our Sponsor, Cormorant and our officers and directors, even though such an action, if successful,
might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely affected to the extent
we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 The securities in which we invest the funds
held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes
or reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less
than $10.00 per public share.

 The proceeds held in the Trust Account may be
held in cash or invested only in U.S. government treasury obligations with a maturity of 185 days or less or 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.
While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded
negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the
Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the
United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Articles,
our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest
income (less taxes payable and up to $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value
of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per
public share.

 If, after we distribute the proceeds in the
Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition
is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our
board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board
of directors and us to claims of punitive damages.

 If, after we distribute the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or
insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed
as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive
damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

 If, before distributing the proceeds in the
Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition
is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders
and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

 If, before distributing the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may
be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To
the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.

 If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination or force us to abandon our efforts to complete an initial
business combination, including the BBOT Business Combination.

 If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:

 restrictions on the nature
of our investments; and

 restrictions on the issuance
of securities, each of which may make it difficult for us to complete our initial business combination.

 In addition, we may have imposed upon us burdensome
requirements, including:

 registration as an investment
company with the SEC;

 adoption of a specific form
of corporate structure; and

 reporting, record keeping,
voting, proxy and disclosure requirements and other rules and regulations.

 In order not to be regulated as an investment
company under the Investment Company Act, unless we can qualify for an exclusion, a company must ensure that it is engaged primarily in
a business other than investing, reinvesting or trading of securities and that its activities do not include investing, reinvesting, owning,
holding or trading "investment securities" constituting more than 40% of our assets (exclusive of U.S. government securities
and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate
the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

 The SEC recently provided guidance that the determination
of whether a special purpose acquisition company, like us, is an "investment company" under the Investment Company Act is
a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a special purpose
acquisition vehicle's duration, asset composition, business purpose and activities, and "is a question of facts and circumstances"
requiring individualized analysis. When applying these factors to us we do not believe that our principal activities will subject us to
the Investment Company Act. To this end, the Company was formed for the purpose of completing an initial business combination with one
or more businesses. Since our inception, our business has been and will continue to be focused on identifying and completing an initial
business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to
buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or
to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
By restricting the investment of the proceeds in this manner, and by focusing our directors' and officers' time toward, and
operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses
in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such
assets), we intend to avoid being deemed an "investment company" within the meaning of the Investment Company Act. Further,
investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment
securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion
of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote
to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial
business combination within the completion window or (B) with respect to any other material provisions relating to shareholders'
rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our
return of the funds held in the Trust Account to our public shareholders as part of our redemption of the Public Shares. If we do not
invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

 If we were deemed to be an investment company
for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these
additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete
a business combination. We may also be forced to abandon our efforts to complete an initial business combination and instead be required
to liquidate the Trust Account. In which case, our investors would not be able to realize the benefits of owning shares in a successor
operating business, including the potential appreciation in the value of our securities following such a transaction. For illustrative
purposes, in connection with the liquidation of our Trust Account, our public shareholders may receive only approximately $10.46 per Public
Share, which is based on estimates as of December 31, 2024, or less in certain circumstances. Further, under the subjective test of a
"investment company" pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust
Account were invested in the assets discussed above, there is a risk that we could be deemed an investment company and subject to the
Investment Company Act based on the length of time such funds are invested in such assets.

 To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities
held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial
business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, the interest earned
on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount our public shareholders would receive
upon any redemption or liquidation of the Company.

 We intend to initially hold the funds in the Trust
Account as cash or in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely
in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. U.S. government
treasury obligations are considered "securities" for purposes of the Investment Company Act, while cash is not. As noted above,
one of the factors the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially be deemed
an "investment company" under the Investment Company Act is the SPAC's duration. To mitigate the risk of us being deemed
to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and
thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental Stock Transfer & Trust Company,
the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the
Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business
combination or liquidation of the company. Following such liquidation, the rate of interest we receive on the funds held in the Trust
Account may be materially decreased. However, interest previously earned on the funds held in the Trust Account still may be released
to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in
the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public shareholders
would receive upon any redemption or liquidation of the company.

 Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial
business combination, and results of operations, including the BBOT Business Combination.

 We are subject to rules and regulations by various
national, regional and local governing bodies, including, for example, the SEC, and to new and evolving regulatory measures under applicable
law. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly and our efforts to
comply with such new and evolving laws and regulations have resulted in and are likely to continue to result in, increased general and
administrative expenses and a diversion of management time and attention. In addition, these changes could have a material adverse effect
on our business, investments and results of operations.

 Moreover, because these laws, regulations and
standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.
For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like us, regarding, among other things, disclosure
in SEC filings in connection with initial business combination transactions; the financial statement requirements applicable to transactions
involving shell companies; the use of projections in SEC filings in connection with proposed business combination transaction; and the
potential liability of certain participants in proposed business combination transactions. This evolution may result in continuing uncertainty
regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. A failure
to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination.

 If we are unable to consummate our initial
business combination within the completion window, our public shareholders may be forced to wait beyond the end of the completion window
before redemption from our Trust Account.

 If we are unable to consummate our initial business
combination, including the BBOT Business Combination, within the completion window, the proceeds then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution
expenses), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of public shareholders
from the Trust Account will be effected automatically by function of our Articles prior to any voluntary winding up. If we are required
to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation
process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case,
investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our Trust Account become available
to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return
funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto
and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation
will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

 Our shareholders may be held liable for claims
by third parties against us to the extent of distributions received by them upon redemption of their shares.

 If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our Company
to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

 We may not hold an annual general meeting until
after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

 In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing
on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors.
Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company
affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each
year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

 Because we are neither limited to evaluating
a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business
combination, you will be unable to ascertain the merits or risks of any particular target business's operations.

 Our efforts to identify a prospective initial
business combination target have not been limited to a particular industry, sector or geographic region. While we may pursue an initial
business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify
and acquire a business or businesses that can benefit from our management team's established global relationships and operating
experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully
in a number of sectors, including the healthcare or healthcare-related industries sector. Our Articles prohibits us from effectuating
a business combination solely with another blank check company or similar company with nominal operations.

 Because we have not yet selected any specific
target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target
business's operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete
our initial business combination, including the BBOT Business Combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if the BBOT Business Combination does not close, we may combine with a financially unstable
business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and
operations of a financially unstable or a development stage entity. In recent years, a number of target businesses have underperformed
financially post-business combination. There are no assurances that the target business with which we consummate our initial business
combination will perform as anticipated. Although our officers and directors have and will endeavor to evaluate the risks inherent in
a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that
we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with
no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an
investment in our Class A Ordinary Shares will ultimately prove to be more favorable to investors than a direct investment, if such opportunity
were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the initial
business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of
a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that
the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination contained an actionable
material misstatement or material omission.

 We may seek business combination opportunities
in industries or sectors that may be outside of our management's areas of expertise.

 If the BBOT Business Combination does not close, we may consider a
business combination outside of our management's areas of expertise if a business combination candidate is presented to us and we
determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor
to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our Class A ordinary shares will not ultimately
prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate.
In the event we elect to pursue a business combination outside of the areas of our management's expertise, our management's
expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding
the areas of our management's expertise would not be relevant to an understanding of the business that we elect to acquire. As a
result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders
who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such
shareholders are unlikely to have a remedy for such reduction in value.

 Although we have identified general criteria
and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination
with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial
business combination may not have attributes entirely consistent with our general criteria and guidelines.

 Although we have identified general criteria and
guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not
meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of
our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our
general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for
us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition,
if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons,
it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet
our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive
their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders.

 We are not required to obtain an opinion from
an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently,
you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a
financial point of view.

 Unless we complete our initial business combination
with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses
(including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking
firm which is a member of FINRA or a valuation or appraisal firm that the price we are paying is fair to our shareholders from a financial
point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine
fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy
materials or tender offer documents, as applicable, related to our initial business combination.

 We may issue additional Class A ordinary shares
or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial
business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one
at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would
dilute the interest of our shareholders and likely present other risks.

 Our Articles authorize the issuance of up to 500,000,000
Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000
preference shares, par value $0.0001 per share. There are 481,091,000 and 400,000 authorized but unissued Class A ordinary shares
and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares issuable upon conversion
of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares
(which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions
from the Trust Account if we fail to consummate an initial business combination) concurrently with or immediately following the consummation
of our initial business Combination or earlier at the option of the holder, initially at a one-for-one ratio but subject to adjustment
as set forth herein and in our Articles, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities
related to our initial business combination. There are no preference shares issued and outstanding.

 We may issue a substantial number of additional
Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio
greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein.
However, our Articles provide, among other things, that prior to our initial business combination, we may not, other than in connection
with the conversion of Class B ordinary shares to Class A ordinary shares pursuant to our memorandum and articles of association, issue
additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business
combination. These provisions of our Articles, like all provisions of our Articles, may be amended with a shareholder vote. The issuance
of additional ordinary or preference shares:

 may significantly dilute the
equity interest of investors in the IPO, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares
resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

 may subordinate the rights
of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

 could cause a change in control
if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating
loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 may have the effect of delaying or preventing a change of control of
 us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

 may adversely affect prevailing
market prices for our Class A ordinary shares.

 Unlike some other similarly structured special
purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares
to consummate an initial business combination.

 The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a
one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities
are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon
conversion of all founder shares will equal, in the aggregate, approximately 20% of the total number of Class A ordinary shares outstanding
after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total
number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities
or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination,
excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary
shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Shares issued to our Sponsor,
officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will
never occur on a less than one-for-one basis.

 We may issue our shares to investors in connection
with our initial business combination at a price which is less than the prevailing market price of our shares at that time.

 In connection with our initial business combination,
we may issue shares to investors in private placement transactions (so-called PIPE transactions) in order to complete our initial business
combination and provide sufficient liquidity and capital to the post-business combination entity. The price of the shares we issue may
be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Any such issuances
of equity securities at a price that is less than $10.00 or the prevailing market price of our shares at that time could be structured
to ensure a return on investment to the investors and could dilute the interests of our existing shareholders in a manner that would not
ordinarily occur in a traditional IPO and could result in both a reduction in the trading price of our shares to the price at which we
issue such equity securities and fluctuations in the net tangible book value per share of the combined company's securities following
the completion of our initial business combination. We may also provide price protection or other incentives, or issue convertible securities
such as preferred equity or convertible debt, and the exercise or conversion price of those securities may be fixed or adjustable, and
may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Such issuances
could also result in additional transaction costs related to our initial business combination compared to a traditional IPO, including
the placement fees associated with the engagement of a placement agent in connection with PIPE transactions.

 Resources could be wasted in researching business
combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion
of the funds in the Trust Account that are available for distribution to public shareholders.

 We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to
complete a specific initial business combination, including the BBOT Business Combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive
their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders.

 We may engage in a business combination with
one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing
holders which may raise potential conflicts of interest.

 In light of the involvement of our Sponsor, its
managing members, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with
or competitive with our Sponsor, officers, directors and their respective affiliates or existing holders. Our directors also serve as
officers and/or board members for other entities including, without limitation, those described under " Management.".
Such entities may compete with us for business combination opportunities. Although we will not be specifically focusing on, or targeting,
any transaction with any affiliated entities, we may pursue such a transaction if we determined that such affiliated entity met our criteria
for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our
agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm
regarding the fairness to our Company from a financial point of view of a business combination with one or more domestic or international
businesses affiliated with our Sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and,
as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts
of interest.

 Since our Sponsor, officers and directors will
lose their entire investment in us if our initial business combination is not completed (other than with respect to Public Shares they
have acquired, or may in the future acquire, if any), a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.

 On June 19, 2021, our Sponsor paid $25,000, or approximately $0.009
per share, to cover certain of our offering and formation costs in exchange for 2,875,000 founder shares. On November 29, 2023, our
Sponsor transferred 30,000 founder shares to each of our independent directors, Mark McKenna and John Schmid, and to our advisor, Andrew
Phillips. On February 1, 2024, the Company issued an additional 1,437,500 founder shares to our Sponsor. On February 8, 2024,
the Company issued an additional 287,500 founder shares to our Sponsor, resulting in our Sponsor holding a total of 4,510,000 founder
shares immediately prior to the IPO, with up to 600,000 founder shares subject to forfeiture depending on the extent to which the underwriter's
over-allotment option is exercised. On February 13, 2024, simultaneously with the closing of the IPO, the IPO underwriter fully exercised
its over-allotment option, and accordingly, the 600,000 founder shares are no longer subject to forfeiture. On February 8, 2025, in connection
with the appointment of Mr. Albert A. Holman, III to the board of directors, the Sponsor transferred 30,000 founder shares held by it
to Mr. Holman.

 Prior to the initial investment in the company
of $25,000 by the Sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined
by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding
was determined based on the expectation that the total size of the IPO would be a maximum of 18,400,000 shares if the IPO underwriter's
over-allotment option is exercised in full, and therefore that such founder shares would represent approximately 20% of the outstanding
shares after the IPO. The founder shares may be worthless if we do not complete an initial business combination. In addition, simultaneously
with the closing of the IPO, the Sponsor purchased an aggregate of 509,000 Private Placement Shares for an aggregate purchase price of
$5,090,000, or $10.00 per share. The Private Placement Shares may also be worthless if we do not complete our initial business combination.
The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target
business combination, completing an initial business combination and influencing the operation of the business following the initial business
combination. This risk may become more acute as the 24-month anniversary of the closing of the IPO nears, which is the deadline for
our completion of an initial business combination.

 We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our shareholders' investment in us.

 Although we have no commitments as of the date
of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following the IPO, we may choose
to incur substantial debt to complete our initial business combination. The incurrence of debt could have a variety of negative effects,
including:

 default and foreclosure on
our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 acceleration of our obligations
to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the
maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 our immediate payment of all
principal and accrued interest, if any, if the debt security is payable on demand;

 our inability to obtain necessary
additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security
is outstanding;

 using a substantial portion
of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures,
acquisitions and other general corporate purposes;

 limitations on our flexibility
in planning for and reacting to changes in our business and in the industry in which we operate;

 increased vulnerability to
adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 limitations on our ability
to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and
other purposes and other disadvantages compared to our competitors who have less debt.

 We may only be able to complete one business
combination with the proceeds of the IPO and the sale of the Private Placement Shares, which will cause us to be solely dependent on a
single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations
and profitability.

 We may effectuate our initial business combination
with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial
business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory
developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting
of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different
areas of a single industry. Accordingly, the prospects for our success may be:

 solely dependent upon the performance
of a single business, property or asset, or

 dependent upon the development
or market acceptance of a single or limited number of products, processes or services.

 This lack of diversification may subject us to
numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to our initial business combination.

 We may attempt to simultaneously complete business
combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise
to increased costs and risks that could negatively impact our operations and profitability.

 If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

 We may attempt to complete our initial business
combination with a private company about which little information is available, which may result in a business combination with a company
that is not as profitable as we suspected, if at all.

 If the BBOT Business Combination does not close,
we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists
about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on
the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,
if at all.

 We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which
a substantial majority of our shareholders do not agree.

 Our Articles do not provide a specified maximum
redemption threshold. As a result, we may be able to complete our initial business combination even though a substantial majority of our
public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial
business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates.
Our proposed initial business combination, including the BBOT Business Combination, may impose a minimum cash requirement for (i) cash
consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention
of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary
shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any
shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an
alternate business combination.

 In order to effectuate an initial business
combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing
instruments. We cannot assure you that we will not seek to amend our Articles or governing instruments in a manner that will make it easier
for us to complete our initial business combination that our shareholders may not support.

 In order to effectuate a business combination,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments.
For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds
and extended the time to consummate an initial business combination. Amending our Articles requires a special resolution under Cayman
Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued shares
present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. In addition, our Articles
requires us to provide our public shareholders with the opportunity to redeem their Public Shares for cash if we propose an amendment
to our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our Public Shares if we do not complete an initial business combination within the completion window
or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination
activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this
registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that
we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order
to effectuate our initial business combination.

 The provisions of our Articles that relate
to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust
Account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares who attend and vote at a general
meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust agreement governing the release of funds
from our Trust Account), which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be
easier for us, therefore, to amend our Articles to facilitate the completion of an initial business combination that some of our shareholders
may not support.

 Our Articles provide that any of its provisions
related to pre-business combination activity (including the requirement to deposit proceeds of the IPO and the private placement
of shares into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public
shareholders as described herein) may be amended if approved by special resolution, under Cayman Islands law being the affirmative vote
of at least two-thirds of the shareholders who attend either in person or by proxy and vote thereon at a general meeting of the company,
and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by
holders of 65% of our ordinary shares. Our initial shareholders, who will collectively beneficially own approximately 20% of our ordinary
shares upon the closing of the IPO (excluding the Private Placement Shares and assuming they do not purchase any shares in the IPO), will
participate in any vote to amend our Articles and/or trust agreement and will have the discretion to vote in any manner they choose. As
a result, we may be able to amend the provisions of our Articles which govern our pre-business combination behavior more easily than
some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you
do not agree. Our shareholders may pursue remedies against us for any breach of our Articles.

 Our Sponsor, officers, directors and director
nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Articles (A) to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of
our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any
other material provisions relating to shareholders' rights or pre-initial business combination activity, unless we provide
our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account (net of taxes paid or payable), divided by the number of then outstanding Public Shares. Our shareholders are not parties
to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor,
officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our shareholders would
need to pursue a shareholder derivative action, subject to applicable law.

 We may be unable to obtain additional financing
to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular business combination.

 We have not selected any specific business combination
target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the IPO
and the sale of the Private Placement Shares. As a result, if the cash portion of the purchase price exceeds the amount available from
the Trust Account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing
to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms,
if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business
combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase
of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro
rata portion of the funds in the Trust Account that are available for distribution to public shareholders. In addition, even if we do
not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth
of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or
growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection
with or after our initial business combination.

 Our initial shareholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do
not support.

 Our initial shareholders own approximately 20% of our issued and outstanding
ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner
that you do not support, including amendments to our Articles. Further, prior to the closing of our initial business combination, only
holders of our Class B ordinary shares will be entitled to vote on transferring the company by way of continuation in a jurisdiction outside
the Cayman Islands (including any special resolution required to amend the constitutional documents of the company or to adopt new constitutional
documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside
the Cayman Islands). These provisions of our Articles may only be amended by a special resolution passed by not less than 90% of the votes
cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general
meeting of the company. As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands
prior to our initial business combination. If our initial shareholders purchase any additional Class A ordinary shares in the aftermarket
or in privately negotiated transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any
of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report.
Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A
ordinary shares. In addition, our board of directors, whose members were appointed by our Sponsor, is and will be divided into three classes,
each of which will generally serve for a term for three years with only one class of directors being appointed in each year. We may not
hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our initial business combination,
in which case all of the current directors will continue in office until at least the completion of the business combination. If there
is an annual general meeting, as a consequence of our "staggered" board of directors, only a minority of the board of directors
will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence
regarding the outcome. In addition, only the Class B ordinary shares, all of which are held by our initial shareholders, shall carry the
right to a vote to transfer the Company by way of continuation in a jurisdiction outside the Cayman Islands (which requires the approval
of at least two thirds of the votes of all ordinary shares). This provision of our Articles may only be amended by a special resolution
passed by at least two-thirds of our ordinary shares present either in person or by proxy and entitled to vote thereon at a general
meeting. As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our
initial business combination. Accordingly, our initial shareholders will continue to exert control at least until the completion of our
initial business combination.

 We may not be able to complete an initial business
combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment
regulations and review by government entities such as the Committee on Foreign Investment in the United States ("CFIUS"),
or may be ultimately prohibited.

 Our initial business combination may be subject
to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to
review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors
to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign
direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS
determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether
CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and
structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights
involved. For example, investments that result in "control" of a U.S. business by a foreign person always are subject to CFIUS
jurisdiction. CFIUS's expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing
regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S. business
by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus
to "critical technologies," "critical infrastructure" and/or "sensitive personal data."

 Our Sponsor owns 19.04% of our issued and outstanding
ordinary shares. Our Sponsor is exclusively "controlled" for CFIUS purposes by Ms. Chen, who is a US citizen, and thus we
do not believe that our Sponsor is a "foreign person" as defined in the CFIUS regulations. However, it is possible that non-U.S.
persons could be involved in our initial business combination (e.g., as existing shareholders of a target company or as PIPE investors),
which may increase the risk that our initial business combination becomes subject to regulatory review, including review by CFIUS. As
such, an initial business combination with a U.S. business or foreign business with U.S. subsidiaries that we may wish to pursue may be
subject to CFIUS review. If a particular proposed initial business combination with a U.S. business falls within CFIUS's jurisdiction,
we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed
with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide
to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request
the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination
that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain
target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets
with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with
other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain federally licensed businesses
may be subject to rules or regulations that limit foreign ownership.

 The process of government review, whether by CFIUS
or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain
any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business
combination within the applicable time period required under our Articles, including as a result of extended regulatory review of a potential
initial business combination, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public
Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit
from an investment in a target company and the appreciation in value of such investment.

 Because we must furnish our shareholders with
target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with
some prospective target businesses.

 The federal proxy rules require that the proxy
statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure.
We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required
under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled with, GAAP or
international financial reporting standards as issued by IFRS depending on the circumstances and the historical financial statements may
be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of
potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose
such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

 Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,
and increase the time and costs of completing an initial business combination.

 Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December
31, 2024. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging
growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with
the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that
we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared
to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance
with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of
any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business
combination.

 In recent years, the number of SPACs that have
been formed has increased substantially, potentially resulting in more competition for attractive targets. This could increase the cost
of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

 In recent years, the number of SPACs that have
been formed has increased substantially. Because there are more SPACs seeking to enter into an initial business combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate
targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and
consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable
to our investors altogether.

 Risks Relating to the Post-Business Combination
Company

 Subsequent to our completion of our initial
business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you
to lose some or all of your investment.

 Even if we conduct due diligence on a target business
with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular
target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors
outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later
write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting
losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize
in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate
impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our
securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result
of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial
business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination
could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value
unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or
other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation
or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material
omission.

 Our management may not be able to maintain
control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target
business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

 We may structure our initial business combination
so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that
does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders
prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations
ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial
number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a
target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of
new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued
and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger share of the company's shares than we initially
acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

 We may reincorporate in or transfer by way
of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern
some or all of our future material agreements and we may not be able to enforce our legal rights.

 In connection with our initial business combination,
including the BBOT Business Combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.
If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws
and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.
The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business
opportunities or capital.

 We may reincorporate in another jurisdiction,
which may result in taxes imposed on our shareholders.

 We may, in connection with our initial business
combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution under the Companies
Act (with respect to which only holders of Class B ordinary shares will be entitled to vote prior to our initial business combination),
reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require
a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident
if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions
to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of
our ordinary shares after the reincorporation.

 The officers and directors of an acquisition
candidate may resign upon completion of our initial business combination. The loss of a business combination target's key personnel
could negatively impact the operations and profitability of our post-combination business.

 The role of an acquisition candidate's key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate's management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

 We may have a limited ability to assess the
management of a prospective target business and, as a result, may effect our initial business combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the
value of our shareholders' investment in us.

 When evaluating the desirability of effecting
our initial business combination with a prospective target business, our ability to assess the target business's management may
be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business's management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target
business's management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and
profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders
following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.

 We may seek business combination opportunities
with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our
desired results.

 We may seek business combination opportunities
with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate.

 To the extent we complete our initial business
combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent
in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our
management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to
properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve
our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that
we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control
or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful
as a combination with a smaller, less complex organization.

 After our initial business combination, substantially
all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such
country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and
legal policies, developments and conditions in the country in which we operate.

 The economic, political and social conditions,
as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be
uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future
such country's economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in
certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find
an attractive target business with which to consummate our initial business combination and if we effect our initial business combination,
the ability of that target business to become profitable.

 If our management following our initial business
combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which
could lead to various regulatory issues.

 Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with U.S. securities laws. If
new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This
could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

 Risks Relating to Acquiring and Operating a
Business in Foreign Countries

 If we effect our initial business combination
with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

 If we pursue a target company with operations
or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with
investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would
be subject to a variety of additional risks that may negatively impact our operations.

 If we pursue a target a company with operations
or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.

 If we effect our initial business combination
with such a company, we would be subject to any special considerations or risks associated with companies operating in an international
setting, including any of the following:

 costs and difficulties inherent
in managing cross-border business operations;

 rules and regulations regarding
currency redemption;

 complex corporate withholding
taxes on individuals;

 laws governing the manner in
which future business combinations may be effected;

 exchange listing and/or delisting
requirements;

 tariffs and trade barriers;

 regulations related to customs
and import/export matters;

 local or regional economic
policies and market conditions;

 unexpected changes in regulatory
requirements;

 challenges in managing and
staffing international operations;

 longer payment cycles;

 tax issues, such as tax law
changes and variations in tax laws as compared to the United States;

 currency fluctuations and exchange
controls;

 rates of inflation;

 challenges in collecting accounts
receivable;

 cultural and language differences;

 employment regulations;

 underdeveloped or unpredictable
legal or regulatory systems;

 corruption;

 protection of intellectual
property;

 social unrest, crime, strikes,
riots and civil disturbances;

 regime changes and political
upheaval;

 terrorist attacks, natural
disasters, widespread health emergencies and wars; and

 deterioration of political
relations with the United States.

 We may not be able to adequately address these
additional risks. If we are unable to do so, we may be unable to complete such initial business combination, or, if we complete such
initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and
results of operations.

 Exchange rate fluctuations and currency policies
may cause a target business' ability to succeed in the international markets to be diminished.

 In the event we acquire a non-U.S. target, all
revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if
any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate
and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency
against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business
combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior
to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may
make it less likely that we are able to consummate such transaction.

 If we acquire a non-U.S. target, our results
of operations may be negatively impacted because of the costs and difficulties inherent in managing cross-border business operations.

 We may pursue a target company with operations
or opportunities outside of the United States for our initial business combination. Managing a business, operations, personnel or assets
in another country is challenging and costly. Any management that we may have (whether based abroad or in the U.S.) may be inexperienced
in cross-border business practices and unaware of significant differences in accounting rules, legal regimes and labor practices.
Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business operations,
personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our financial and
operational performance.

 If social unrest, acts of terrorism, regime
changes, changes in laws and regulations, political upheaval or policy changes or enactments occur in a country in which we may operate
after we effect our initial business combination, it may result in a negative impact on our business.

 In the event we acquire a non-U.S. target, political
events in another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime changes,
changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a particular
country.

 Many countries have difficult and unpredictable
legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely
impact our results of operations and financial condition.

 In the event we acquire a non-U.S. target, our
ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend
ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact
our operations, assets or financial condition.

 Rules and regulations in many countries are often
ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels.
The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.

 Delay with respect to the enforcement of particular
rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations
abroad and negatively impact our results.

 Because foreign law could govern almost all
of our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, which could result in a significant
loss of business, business opportunities or capital.

 In the event we acquire a non-U.S. target, foreign
law could govern almost all of our material agreements. The target business may not be able to enforce any of its material agreements
or enforce remedies for breaches of those agreements outside of such foreign jurisdiction's legal system. The system of laws and
the enforcement of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the
United States. As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant
loss of business and business opportunities.

 Risks Relating to Our Sponsor and Management
Team

 We are dependent upon our officers and directors
and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our
ability to operate.

 Our operations are dependent upon a relatively
small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
their time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected
loss of the services of one or more of our directors or officers could have a detrimental effect on us.

 Our ability to successfully effect our initial
business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us
following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our
post-combination business.

 Our ability to successfully effect our initial
business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however,
cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory
positions following our initial business combination, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you
that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating
a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

 Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination, and a particular business combination
may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation
following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular
business combination is the most advantageous.

 Our key personnel may be able to remain with our
company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel's retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

 Our officers and directors will allocate their
time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This
conflict of interest could have a negative impact on our ability to complete our initial business combination.

 Our officers and directors are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations
and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the
completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled
to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our
independent directors also serve as officers and board members for other entities. If our officers' and directors' other business
affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit
their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.
For a complete discussion of our officers' and directors' other business affairs, please see " Management —
Officers, Directors and Director Nominees."

 Our officers and directors presently have,
and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check
companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business
opportunity should be presented.

 Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor, its managing member, and our
officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles)
that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit their ability
to work at other businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary
or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entities. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity
should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity
prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our Articles provide that, to the fullest
extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the
extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines
of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any
potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

 In addition, our Sponsor and our officers and
directors may Sponsor or form other special purpose acquisition companies with acquisition objectives that are similar to ours or may
pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies,
businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not
believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

 Our officers, directors, security holders and
their respective affiliates may have competitive pecuniary interests that conflict with our interests.

 We have not adopted a policy that expressly prohibits
our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment
to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business
combination with a target business that is affiliated with our Sponsor, our directors or officers, although we do not intend to do so.
Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types
conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

 The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors' and officers' discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders' best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders'
rights. See the section titled " Description of Securities — Certain Differences in Corporate Law — Shareholder
Suits " for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim
we may make against them for such reason.

 Members of our management team and board of
directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons
have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies
with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to
consummate an initial business combination.

 During the course of their careers, members of
our management team and board of directors have had significant experience as board members, officers or executives of other companies.
As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved
in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by
such companies. Any such litigation, investigations or other proceedings may divert our management team's and board's attention
and resources away from identifying and selecting a target business or businesses for our initial business combination and may negatively
affect our reputation, which may impede our ability to complete an initial business combination.

 Members of our management team and affiliated
companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

 Members of our management team have been (and
intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As
a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes
or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could
negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of
our securities.

 Our Letter Agreement with our Sponsor, officers,
directors and advisors may be amended without shareholder approval.

 Our Letter Agreement with our Sponsor, officers, directors and advisors
contain provisions relating to transfer restrictions of our founder shares and Private Placement Shares, indemnification of the Trust
Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The Letter Agreement may be
amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for 185 days
following the date of the IPO prospectus will require the prior written consent of the underwriter). While we do not expect our board
to approve any amendment to the Letter Agreement prior to our initial business combination, it may be possible that our board, in exercising
its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such
amendments to the Letter Agreement would not require approval from our shareholders and may have an adverse effect on the value of an
investment in our securities.

 Risks Relating to our Securities

 You will not have any rights or interests in
funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to
sell your Public Shares, potentially at a loss.

 Our public shareholders will be entitled to receive
funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then
only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations
and on the conditions described herein, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder
vote to amend our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion
window or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination
activity, and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination within the completion
window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right
or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares,
potentially at a loss.

 If we are unable to consummate our initial
business combination within the completion window, our public shareholders may be forced to wait beyond such completion window before
redemption from our Trust Account.

 If we are unable to consummate our initial business
combination within the completion window, the proceeds then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption
of our Public Shares, as further described herein. Any redemption of public shareholders from the Trust Account will be effected automatically
by function of our Articles prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute
such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution
must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the completion
window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion
of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation
unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their
Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable
to complete our initial business combination.

 Nasdaq may delist our Class A ordinary
shares from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us
to additional trading restrictions.

 Our Class A ordinary shares are listed on Nasdaq.
We cannot assure you that our Class A ordinary shares will continue to be listed on Nasdaq in the future or prior to our initial
business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain
certain financial, distribution and share price levels. Generally, following our IPO, we must maintain a minimum market value of listed
securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, in
connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq's initial listing requirements,
which are more rigorous than Nasdaq's continued listing requirements, in order to continue to maintain the listing of our securities
on Nasdaq. For instance, unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which has different initial
listing requirements, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum
of 400 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that
time.

 If Nasdaq delists our Class A ordinary shares
from trading on its exchange and we are not able to list our Class A ordinary shares on another national securities exchange, we
expect our Class A ordinary shares could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:

 a limited availability of market quotations for our Class A
ordinary shares;

 reduced liquidity for our Class A ordinary shares;

 a determination that our Class A ordinary shares are
a "penny stock" which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market for our Class A ordinary shares;

 a limited amount of news and analyst coverage; and

 a decreased ability to issue additional securities or obtain additional financing in the future.

 The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as "covered securities." Because our Class A ordinary shares will be listed on Nasdaq, our Class A ordinary
shares will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our Class A
ordinary shares, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is
a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are
not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than
the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten
to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed
on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state
in which we offer our securities.

 The grant of registration rights to our initial
shareholders and holders of our Private Placement Shares may make it more difficult to complete our initial business combination, and
the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

 Pursuant to an agreement to be entered into concurrently
with the issuance and sale of the securities in the IPO, our initial shareholders and their permitted transferees can demand that we register
the Class A ordinary shares into which founder shares are convertible, holders of our Private Placement Shares and their permitted
transferees can demand that we register the Private Placement Shares and the Class A ordinary shares and holders of Private Placement
Shares that may be issued upon conversion of working capital loans may demand that we register such shares or the Class A ordinary
shares issuable upon exercise of such loans. We will bear the cost of registering these securities. The registration and availability
of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A
ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult
to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or
ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected
when the ordinary shares owned by our initial shareholders, holders of our Private Placement Shares or holders of our working capital
loans or their respective permitted transferees are registered.

 Our initial shareholders have paid an aggregate
of $25,000, or approximately $0.009 per founder share and, accordingly, you will experience immediate and substantial dilution from the
purchase of our Class A ordinary shares.

 The difference between the public offering price
per share and the pro forma net tangible book value per share of our Class A ordinary shares after the IPO constitutes the dilution
to you and the other investors in the IPO. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing
to this dilution. Upon closing of the IPO you and the other public shareholders will incur an immediate and substantial dilution of approximately
105.9% (or $10.59 per share, assuming no exercise of the underwriter's over-allotment option), the difference between the pro
forma net tangible book value per share after the IPO of $(0.59) and the initial offering price of $10.00 per share. This dilution would
increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares
on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition,
because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with
our initial business combination would be disproportionately dilutive to our Class A ordinary shares.

 The nominal purchase price paid by our Sponsor
for the founder shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial
business combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial
business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

 We offered our Class A ordinary shares at an offering
price of $10.00 per Class A ordinary shares and the amount in our Trust Account was initially $10.00 per public share, implying an initial
value of $10.00 per Public Share. However, prior to the IPO, our Sponsor paid a nominal aggregate purchase price of $25,000 for the founder
shares, or approximately $0.009 per share. As a result, the value of your Public Shares may be significantly diluted upon the consummation
of our initial business combination, when the founder shares are converted into Public Shares.

 The following table shows the public shareholders'
and our Sponsor's investment per share and how these compare to the implied value of one Class A ordinary share upon the completion
of our initial business combination. The following table assumes that (i) our valuation is $155,200,000 (which is the amount we would
have in the Trust Account for our initial business combination assuming the underwriter's over-allotment option is not exercised
and following payment of the underwriter's deferred fee), (ii) no interest is earned on the funds held in the Trust Account, (iii)
no public shares are redeemed in connection with our initial business combination and (iv) all founder shares are held by our initial
shareholders upon completion of our initial business combination, and does not take into account other potential impacts on our valuation
at the time of the initial business combination, such as (i) the trading price of our Class A ordinary shares, (ii) the initial business
combination transaction costs (other than the payment of $4,800,000 of deferred underwriting commissions), (iii) any equity issued or
cash paid to the target's sellers, (iv) any equity issued to other third party investors, or (v) the target's business itself.

 Public Shares

 16,000,000

 Private Placement Shares

 485,000

 Founder shares

 Total shares

 20,485,000

 Total funds in trust available for initial business combination

 $
 155,200,000

 Public shareholders' investment per Class A ordinary share

 $
 10.00

 Sponsor's investment per Class B ordinary share (1)

 $
 0.006

 Initial implied value per public share

 $
 10.00

 Implied value per share upon consummation of initial business combination (2)

 $
 7.58

 (1)
 The total investment in the equity of the company by the
Sponsor consists of $25,000 paid by the Sponsor for the founder shares. For purposes of this table, the full investment amount is ascribed
to the founder shares only.

 (2)
 All founder shares would automatically convert into Class
A ordinary shares upon completion of our initial business combination or earlier at the option of the holder.

 Based on these assumptions, each Class A ordinary
share would have an implied value of $7.58 per share upon completion of our initial business combination, representing an approximately
24.2% decrease from the initial implied value of $10.00 per public share. While the implied value of $7.58 per Class A ordinary share
upon completion of our initial business combination would represent a dilution to our public shareholders, this would represent a significant
increase in value for our Sponsor relative to the price it paid for each founder share. At $7.58 per Class A ordinary share, the
4,485,000 Class A ordinary shares that the Sponsor would own upon completion of our initial business combination (after automatic conversion
of the 4,000,000 founder shares) would have an aggregate implied value of $33,996,300. As a result, even if the trading price of our Class
A ordinary share significantly declines, the value of the founder shares held by our Sponsor will be significantly greater than the amount
our Sponsor paid to purchase such shares. In addition, our Sponsor could potentially recoup its entire investment in our company even
if the trading price of our Class A ordinary shares after the initial business combination is as low as $1.09 per share. As a result,
our Sponsor is likely to earn a substantial profit on its investment in us upon disposition of its Class A ordinary shares even if the
trading price of our Class A ordinary shares declines after we complete our initial business combination. Our Sponsor may therefore be
economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target
business than would be the case if our Sponsor had paid the same per share price for the founder shares as our public shareholders paid
for their Public Shares.

 This dilution would increase to the extent that
the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis
upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that
public shareholders seek redemptions from the trust for their Public Shares. In addition, because of the anti-dilution protection
in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be
disproportionately dilutive to our Class A ordinary shares.

 General Risk Factors

 We are a blank check company with no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

 We are a blank check company incorporated under
the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding after the IPO. Because
we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our
initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business
combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we
will never generate any operating revenues.

 Past performance by our management team, our
advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which
they have been associated, may not be indicative of future performance of an investment in the Company.

 Information regarding our management team, our
advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which
they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, our
advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able
to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to
our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical
experiences of our management team, our advisors and their respective affiliates, including investments and transactions in which they
have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us
or as indicative of every prior investment by each of the members of our management team, our advisors or their respective affiliates.
The market price of our securities may be influenced by numerous factors, many of which are beyond our and our management team's
control, and our shareholders may experience losses on their investment in our securities.

 We may be a passive foreign investment company,
or "PFIC," which could result in adverse U.S. federal income tax consequences to U.S. investors.

 If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section
of the IPO registration statement captioned " Taxation — United States Federal
Income Tax Considerations — U.S Holders") of our Class A ordinary shares, the U.S. Holder
may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status
for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of the
IPO registration statement captioned "Taxation — United States Federal Income Tax Considerations — U.S Holders").
Because we are a blank check company with no current active business prior to our initial business combination, and based upon the composition
of our income and assets, and upon a review of our financial statements, we believe that we likely will not qualify for the start-up
exception and that we have been a PFIC since our first taxable year and will likely be considered a PFIC for the foreseeable future.
Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Accordingly,
there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. In addition,
our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year. Moreover, if we determine we are a PFIC for
any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service
(the "IRS") may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and
maintain a "qualified electing fund" election, but there can be no assurance that we will timely provide such required information.
We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

 The 1% U.S. federal excise tax on stock
buybacks could be imposed on redemptions of our stock if we were to become a "covered corporation" in the future.

 On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the "IR Act"), which, among other things,
generally imposes a 1% U.S. federal excise tax (the "Excise Tax") on certain repurchases of stock by "covered corporations"
(which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e.,
non-U.S.) corporations) occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not
its stockholders from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted
to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable
year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the "Treasury") has authority
to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax. On April 12, 2024, the
Treasury published proposed regulations clarifying many aspects of the Excise Tax, including that if a publicly traded U.S. corporation
completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same
taxable year in which the final distribution in complete liquidation and dissolution is made generally are not subject to the Excise
Tax. The interpretation and operation of certain other aspects of the Excise Tax remain unclear. Although these proposed Treasury regulations
are not final, taxpayers generally may rely on them until final Treasury regulations are issued. However, there can be no assurance that
final Treasury regulations will not adversely affect the accuracy of the below description of the Excise Tax considerations that may
be applicable to us if we were to become a "covered corporation" in the future.

 We
are currently not a "covered corporation" for purposes of the Excise Tax. Accordingly, we generally would not be subject
to the Excise Tax on a redemptions of our stock in connection with our liquidation if we fail to consummate an initial business combination.
If we were to become a "covered corporation" in the future, whether in connection with the consummation of our initial business
combination with a U.S. company (including if we were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether
and to what extent we would be subject to the Excise Tax on a redemption of our stock would depend on a number of factors, including
(i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption
treated as a repurchase of stock, (iii) the structure of our initial business combination, (iv) the nature and amount of any "PIPE"
or other equity issuances (whether in connection with our initial business combination or otherwise) issued within the same taxable year
of a redemption treated as a repurchase of stock and (v) the content of forthcoming final and additional proposed regulations and other
guidance from the Treasury. As noted above, the Excise Tax would be payable by the repurchasing corporation, and not by the redeeming
holder. If we were to become a "covered corporation" in the future, the imposition of the Excise Tax on us as a result of
redemptions by us could, however, reduce the amount of cash available to pay redemptions or reduce the cash available to the target
business in connection with our initial business combination, which could cause investors in our securities who do not redeem or the
other shareholders of the combined company to economically bear the impact of such Excise Tax.

 An investment in our securities may result
in uncertain U.S. federal income tax consequences.

 An investment in our securities may result in
uncertain U.S. federal income tax consequences. For example, it is unclear whether the redemption rights with respect to our Class A
ordinary shares suspend the running of a U.S. Holder's holding period for purposes of determining whether any gain or loss realized
by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether
any dividend we pay would be considered "qualified dividend income" for U.S. federal income tax purposes.. Prospective investors
are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.

 After our initial business combination, it
is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located
outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

 It is possible that after our initial business
combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located
outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States
to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of U.S. courts
predicated upon civil liabilities and criminal penalties on our directors and officers under U.S. laws.

 We are an emerging growth company and a smaller
reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.

 We are an "emerging growth company"
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not
being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be
an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market
value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in
which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will
find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as
a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may
be a less active trading market for our securities and the trading prices of our securities may be more volatile.

 Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.

 Additionally, we are a "smaller reporting
company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is
equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million
as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial
statements with other public companies difficult or impossible.

 Because we are incorporated under the laws
of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.
Federal courts may be limited.

 We are an exempted company incorporated under
the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States
upon our directors or officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

 Our corporate affairs will be governed by our
Articles, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We
will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors,
actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent
governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial
precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are
not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under
Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.
In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such
as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may
not have standing to initiate a shareholders derivative action in a federal court of the United States.

 We have been advised by Maples and Calder (Cayman)
LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us
judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States
or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil
liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those
provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign
court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes
upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided certain conditions are met. For a foreign
judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds
of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the
Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay
enforcement proceedings if concurrent proceedings are being brought elsewhere.

 As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a U.S. company.

 Provisions in our Articles may inhibit a takeover
of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench
management.

 Our Articles contain provisions that may discourage
unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board
of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may
make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing
market prices for our securities.

 Cyber incidents or attacks directed at us could
result in information theft, data corruption, operational disruption and/or financial loss.

 We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.

 Our Articles provide that the courts of the
Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders'
ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.

 Our Articles provide that unless we consent in
writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or
dispute arising out of or in connection with our Articles or otherwise related in any way to each shareholder's shareholding in
us, including but not limited to: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of
breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders;
(iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our Articles; or (iv) any action asserting
a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States)
and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or
disputes. The forum selection provision in our Articles will not apply to actions or suits brought to enforce any liability or duty created
by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States are, as a matter of the laws
of the United States, the sole and exclusive forum for determination of such a claim.

 Our Articles also provide that, without prejudice
to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy
for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without
proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach
of the selection of the courts of the Cayman Islands as exclusive forum.

 This choice of forum provision may increase a
shareholder's cost and limit the shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other
employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation
of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty
as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies'
charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable
or unenforceable, and if a court were to find this provision in our Articles to be inapplicable or unenforceable in an action, we may
incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and
financial performance.

 Changes in the market for directors and officers
liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

 The market for directors and officers liability
insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies
are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and
the terms of such policies have generally become less favorable. These trends may continue into the future.

 The increased cost and decreased availability
of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business
combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company,
the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure
to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination's
ability to attract and retain qualified officers and directors.

 In addition, even after we were to complete an
initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct
alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination
entity may need to purchase additional insurance with respect to any such claims ("run-off insurance"). The need for
run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate
our ability to consummate an initial business combination on terms favorable to our investors.

 Recent increases in inflation in the United
States and elsewhere could make it more difficult for us to complete our initial business combination.

 Recent increases in inflation in the United States
and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international
economic disruptions, any of which could make it more difficult for us to complete our initial business combination.

 We are subject to changing law and regulations
regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

 We are subject to rules and regulations by various
governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and
the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our
efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general
and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

 Moreover, because these laws, regulations and
standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.
This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions
to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may
be subject to penalty and our business may be harmed.

 We employ a mail forwarding service, which
may delay or disrupt our ability to receive mail in a timely manner.

 Mail addressed to the Company and received at
its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company,
its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman
Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability
to communicate with us.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 As a blank check company, we have no operations
and therefore do not have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies
of third parties, as noted in Item 1A. Risk Factors of this Annual Report. Any sophisticated and deliberate attacks on, or security
breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation
of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties,
we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel
or processes of our own for this purpose. Our board of directors oversees risk for our Company, and prior to filings with the SEC, our
board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity threats, as described
in Item 1A. Risk Factors of this Annual Report.

 Item 2. Properties.

 We maintain executive offices at 200 Clarendon
Street, 52 nd Floor, Boston, MA 02116 provided by our Sponsor as our executive offices at a cost of $6,458 per month. We
consider our current office space, combined with the office space otherwise available to our executive officers, adequate for our current
operations.

 Item 3. Legal Proceedings.

 As of December 31, 2024, to the knowledge of our
management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management
team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Shareholder
Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our Class A ordinary shares are listed on Nasdaq
under the symbol "HLXB".

 Holders

 As of December 31, 2024, there were two holders of record of our
Class A ordinary shares. The number of holders of record does not include a substantially greater number of "street name"
holders or beneficial holders whose Class A ordinary shares are held of record by banks, brokers and other financial institutions.

 Dividends

 We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions
subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may
be limited by restrictive covenants we may agree to in connection therewith.

 Securities Authorized for Issuance under Equity
Compensation Plans

 None.

 Recent Sales of Unregistered Securities; Use
of Proceeds from Registered Offerings

 None.

 Item 6. Reserved.

 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.

 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.

 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."

 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.

 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.

 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

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.

 Non-Redemption Agreement

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

 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.

 Item 8. Financial Statements and Supplementary
Data

 This information appears following Item 15 of
this Report and is included herein by reference.

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

 Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 F-7 to F-19

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Shareholders and the Board of Directors of

Helix Acquisition Corp. II

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Helix Acquisition Corp. II as of December 31, 2024 and 2023 the related statements of operations, changes in shareholders' deficit
and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Helix
Acquisition Corp. II, as of December 31, 2024 and 2023, and the results of its operations and its cash flows for years ended December
31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The date for mandatory liquidation and subsequent dissolution raise
substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to Helix Acquisition Corp. II in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. Helix Acquisition Corp. II is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
entity's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ WithumSmith+Brown, PC

 We have served as the Company's auditor since
2021.

 New York, New York

 PCAOB ID Number 100

 F- 2

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets

 Cash

 $
 1,697,777

 $
 —

 Prepaid expense

 2,160

 —

 Prepaid insurance – current portion

 249,840

 —

 Total current assets

 1,949,777

 —

 Deferred offering costs

 —

 332,894

 Long-term prepaid insurance

 25,128

 Marketable securities held in Trust Account

 192,449,291

 —

 TOTAL ASSETS

 $
 194,424,196

 $
 332,894

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current liabilities

 Accrued offering costs

 $
 —

 $
 311,368

 Accounts payable and accrued expenses

 119,706

 15,000

 Due to related party

 67,809

 —

 Promissory note – related party

 —

 70,095

 Total current liabilities

 187,515

 396,463

 Deferred underwriting fee

 5,520,000

 —

 TOTAL LIABILITIES

 5,707,515

 396,463

 Commitments (Note 6)

 Class A ordinary shares subject to possible redemption, 18,400,000 shares at redemption value of $ 10.46 per share as of December 31, 2024 and 0 shares at December 31, 2023

 192,449,291

 —

 SHAREHOLDERS' DEFICIT

 Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at December 31, 2024 and 2023

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 509,000 and 0 shares issued and outstanding (excluding 18,400,000 and 0 shares subject to possible redemption) at December 31, 2024 and 2023, respectively

 —

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 4,600,000 shares issued and outstanding at December 31, 2024 and 2023 (1)

 Additional paid-in capital

 —

 24,540

 Accumulated deficit

 ( 3,733,121
)

 ( 88,569
)

 TOTAL SHAREHOLDERS' DEFICIT

 ( 3,732,610
)

 ( 63,569
)

 TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

 $
 194,424,196

 $
 332,894

 (1)
 On February 1, 2024, the Company effected a share capitalization with respect to the Class B ordinary shares of 1,437,500 Class B ordinary shares, resulting in a total of 4,312,500 Class B ordinary shares held by the Sponsor and the Company's two independent directors and one advisor. On February 8, 2024, the Company effected a share capitalization with respect to the Class B ordinary shares of 287,500 Class B ordinary shares, resulting in a total of 4,600,000 Class B ordinary shares held by the Sponsor and the Company's two independent directors and one advisor.

 The accompanying notes are an integral part
of these financial statements.

 F- 3

 STATEMENTS OF OPERATIONS

 For the Year Ended

 2024

 2023

 General and administrative expenses

 $
 584,389

 $
 41,692

 Loss from operations

 ( 584,389
)

)

 Other income (expense):

 Share-based compensation expense

 ( 271,572
)

 —

 Interest earned on bank deposits

 6,182

 —

 Interest earned on marketable securities held in Trust Account

 8,449,291

 —

 Total other income

 8,183,901

 —

 Net income (loss)

 $
 7,599,512

 $
)

 Basic weighted average shares outstanding, Class A ordinary shares

 16,635,787

 —

 Basic net income per share, Class A ordinary shares

 $
 0.36

 $
 —

 Diluted weighted average shares outstanding, Class A ordinary shares

 16,635,787

 —

 Diluted net income per share, Class A ordinary shares

 $
 0.36

 $
 —

 Basic weighted average shares outstanding, Class B ordinary shares (1)(2)

 4,527,869

 Basic net income (loss) per share, Class B ordinary shares

 $
 0.36

 $
 ( 0.01
)

 Diluted weighted average shares outstanding, Class B ordinary shares (1)(2)

 Diluted net income (loss) per share, Class B ordinary shares

 $
 0.36

 $
 ( 0.01
)

 (1)
 As of December 31, 2023, excludes an aggregate of up to 600,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriter's over-allotment option is exercised. On February 13, 2024, simultaneously with the closing of the Initial Public Offering, the underwriter fully exercised its over-allotment option, and accordingly, the 600,000 Founder Shares are no longer subject to forfeiture (Note 5).

 (2)
 On February 1, 2024, the Company effected a share capitalization with respect to the Class B ordinary shares of 1,437,500 Class B ordinary shares, resulting in a total of 4,312,500 Class B ordinary shares held by the Sponsor and the Company's two independent directors and one advisor. On February 8, 2024, the Company effected a share capitalization with respect to the Class B ordinary shares of 287,500 Class B ordinary shares, resulting in a total of 4,600,000 Class B ordinary shares held by the Sponsor and the Company's two independent directors and one advisor.

 The accompanying notes are an integral part
of these financial statements.

 F- 4

 STATEMENTS OF CHANGES IN SHAREHOLDERS'
DEFICIT

 FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

 Ordinary Shares

 Ordinary Shares

 Additional
 Paid-in

 Accumulated

 Total
 Shareholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance –December 31, 2022 (1)

 —

 $
 —

 $

 $
 24,540

 $
 ( 46,877
)

 $
 ( 21,877
)

 Net loss

 —

 —

 —

 —

 —

)

)

 Balance – December 31, 2023 (2)

 —

 $
 —

 $

 $
 24,540

 $
 ( 88,569
)

 $
 ( 63,569
)

 Sale of 509,000 Private Placement Shares

 509,000

 —

 —

 5,089,949

 —

 5,090,000

 Allocated value of transaction costs to private shares

 —

 —

 —

 —

 ( 22,096
)

 —

 ( 22,096
)

 Share-based compensation expense

 —

 —

 —

 —

 271,572

 —

 271,572

 Accretion of Class A ordinary shares subject to possible redemption

 —

 —

 —

 —

 ( 5,363,965
)

 ( 11,244,064
)

 ( 16,608,029
)

 Net income

 —

 —

 —

 —

 —

 7,599,512

 7,599,512

 Balance – December 31, 2024 (unaudited) (2)

 509,000

 $

 $

 $
 —

 $
 ( 3,733,121
)

 $
 ( 3,732,610
)

 (1)
 Includes an aggregate of up to 600,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriter's over-allotment option is exercised. On February 13, 2024, simultaneously with the closing of the Initial Public Offering, the underwriter fully exercised its over-allotment option, and accordingly, the 600,000 Founder Shares are no longer subject to forfeiture (Note 5).

 (2)
 On February 1, 2024, the Company effected a share capitalization with respect to the Class B ordinary shares of 1,437,500 Class B ordinary shares, resulting in a total of 4,312,500 Class B ordinary shares held by the Sponsor and the Company's two independent directors and one advisor. On February 8, 2024, the Company effected a share capitalization with respect to the Class B ordinary shares of 287,500 Class B ordinary shares, resulting in a total of 4,600,000 Class B ordinary shares held by the Sponsor and the Company's two independent directors and one advisor.

 The accompanying notes are an integral part
of these financial statements.

 F- 5

 STATEMENTS OF CASH FLOWS

 Year Ended December 31,

 Year Ended December 31,

 2024

 2023

 Cash Flows from Operating Activities:

 Net income (loss)

 $
 7,599,512

 $
)

 Adjustments to reconcile net income to net cash used in operating activities:

 Formation and operation expenses paid by Sponsor

 —

 26,692

 Interest earned on marketable securities held in Trust Account

 ( 8,449,291
)

 —

 Non-cash accrued offering costs adjustment

 ( 81,000
)

 —

 Share-based compensation expense

 271,572

 —

 Changes in operating assets and liabilities:

 Prepaid expense

 ( 2,160
)

 —

 Short-term prepaid insurance

 ( 249,840
)

 —

 Long-term prepaid insurance

 ( 25,128
)

 —

 Due to related party

 67,809

 —

 Accounts payable and accrued expenses

 104,706

 15,000

 Net cash used in operating activities

 ( 763,820
)

 —

 Cash Flows from Investing Activities:

 Investment of cash in Trust Account

 ( 184,000,000
)

 —

 Net cash used in investing activities

 ( 184,000,000
)

 —

 Cash Flows from Financing Activities:

 Proceeds from sale of Public Shares, net of underwriting discounts paid

 182,160,000

 —

 Proceeds from sale of Private Placement Shares

 5,090,000

 —

 Repayment of promissory note – related party

 ( 209,853
)

 —

 Payment of offering costs

 ( 578,550
)

 —

 Net cash provided by financing activities

 186,461,597

 —

 Net Change in Cash

 1,697,777

 —

 Cash – Beginning of period

 —

 —

 Cash – End of period

 $
 1,697,777

 $
 —

 Non-cash investing and financing activities:

 Deferred offering costs paid by Sponsor through promissory note

 $
 139,758

 $
 —

 The accompanying notes are an integral part
of these financial statements.

 F- 6

 NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS
OPERATIONS

 Helix Acquisition Corp. II (the "Company")
is a blank check company incorporated as a Cayman Islands exempted company on June 15, 2021. The Company was incorporated for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses or entities (a "Business Combination").

 The Company is not limited to a particular industry
or sector for purposes of consummating a Business Combination but intends to focus on healthcare and healthcare related industries. The
Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage
and emerging growth companies.

 As of December 31, 2024, the Company had not commenced
any operations. All activity for the period from June 15, 2021 (inception) through December 31, 2024 relates to the Company's
formation, the initial public offering ("Initial Public Offering"), which is described below, and subsequent to the Initial
Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after
the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income
from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

 The registration statement for the Company's
Initial Public Offering was declared effective on February 8, 2024. On February 13, 2024, the Company consummated the Initial Public Offering
of 18,400,000 Class A ordinary shares (the "Public Shares"), which includes the full exercise by the underwriter of its over-allotment
option in the amount of 2,400,000 Public Shares, at $ 10.00 per Public Share, generating gross proceeds of $ 184,000,000, which is discussed
in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 509,000 Class A ordinary
shares (the "Private Placement Shares") to Helix Holdings II, LLC (the "Sponsor") at a price of $ 10.00 per
Private Placement Share, or $ 5,090,000 in the aggregate, which is described in Note 4.

 Transaction costs amounted to $ 8,180,834, consisting
of $ 1,840,000 of upfront cash underwriting fee, $ 5,520,000 of deferred underwriting fee (see additional discussion on Note 6), and $ 820,834
of other offering costs.

 The Company's management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules
of Nasdaq require that the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 %
of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable
on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company
anticipates structuring the initial Business Combination so that the post transaction company in which the Public Shareholders (as defined
below) own shares will own or acquire 100 % of the equity interests or assets of the target business or businesses. The Company may, however,
structure the initial Business Combination such that the post transaction company owns or acquires less than 100 % of such interests or
assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but the Company will only complete such Business Combination if the post transaction company owns or acquires 50 % or more of the issued
and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it
not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment
Company Act").

 Following the closing of the Initial Public Offering,
on February 13, 2024, an amount of $ 184,000,000 ($ 10.00 per Share) from the net proceeds of the sale of the Public Shares and the sale
of the Private Placement Shares, after deducting $ 1,840,000 in underwriting discounts and commissions paid upon the closing of the Initial
Public Offering and an aggregate of $ 3,250,000 to pay fees and expenses in connection with the closing of the Initial Public Offering
and for working capital following the closing, was placed in the trust account ("Trust Account"), and 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 in U.S. government securities within the meaning of Section 2(a)(16) of the Investment
Company Act having a maturity of 185 days or less or 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, until the earliest of (i) the
completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company's shareholders,
as described below.

 F- 7

 The Company will provide the holders of the Public Shares (the "Public
Shareholders") with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination,
either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by
means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a
tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares,
equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of the Business Combination (initially anticipated to be $ 10.00 per Public Share), including interest (less taxes paid or payable), divided
by the number of then issued and outstanding Public Shares, subject to certain limitations as described in the Annual Report. The per-share
amount to be distributed to the Public Shareholders who properly redeem their Public Shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriter (as discussed in Note 6). The Class A ordinary shares will be recorded at
redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting
Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities from Equity."

 Notwithstanding the foregoing, if the Company
seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules,
a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
will be restricted from redeeming its shares with respect to more than an aggregate of 20 % of the Public Shares without the Company's
prior written consent.

 The Sponsor has agreed (a) to waive its redemption
rights with respect to any Founder Shares (as defined below), Private Placement Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles
of Association (i) to modify the substance or timing of the Company's obligation to allow redemption in connection with the
Company's initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination
within the Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders' rights
or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their
Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the Trust Account (less taxes paid or payable), divided by the number of then issued
and outstanding Public Shares.

 The Company will have until (i) the period ending
on the date that is 24 months from the closing of the Initial Public Offering, or such earlier liquidation as the Company's board
of directors may approve, in which the Company must complete an initial Business Combination or (ii) such other time period in which the
Company must complete an initial Business Combination pursuant to an amendment to the Company's Amended and Restated Memorandum
and Articles of Association (the "Completion Window"). However, if the Company has not completed a Business Combination within
the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem
 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account (less taxes paid or payable and up to $ 100,000 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment
for the Public Shares and completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive
further liquidation or other distributions, if any), subject to the Company's obligations under Cayman Islands law to provide for
claims of creditors and subject to the other requirements of applicable law.

 The Sponsor has agreed to waive its rights to
liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails
to complete a Business Combination within the Completion Window. However, the Public Shares acquired by affiliates of the Sponsor in the
Initial Public Offering, and any other Public Shares that the Sponsor or its affiliates may acquire thereafter, will be entitled to liquidating
distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window. The underwriter
has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company
does not complete a Business Combination within the Completion Window, and in such event, such amounts will be included with the other
funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering
price per Share ($ 10.00).

 F- 8

 In order to protect the amounts held in the Trust
Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the
Company's independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective
target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account
to below the lesser of (1) $ 10.00 per Public Share (2) the actual amount per Public Share held in the Trust Account as of the
date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share, due to reductions in the value of trust assets, less
taxes paid or payable and up to $ 100,000 of interest to pay dissolution expenses, provided that this liability will not apply to any claims
by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company's
indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a third party,
the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility
that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers
(other than the Company's independent registered public accounting firm), prospective target businesses or other entities with which
the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.

 Going Concern Consideration

 As of December 31, 2024, the Company had cash
of $ 1,697,777 and working capital of $ 1,762,262.

 Until the consummation of an Initial Business
Combination, the Company will be using the funds held outside the Trust Account for identifying and evaluating target businesses, performing
due diligence on prospective target businesses, paying for travel expenditures, reviewing corporate documents and material agreements
of prospective target businesses, and structuring, negotiating and completing an Initial Business Combination.

 In order to finance transaction costs in connection
with a 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 ("Working Capital Loans"). If the Company completes a
Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000 of such
Working Capital Loans may be convertible into private placement shares of the post-Business Combination entity at a price of $ 10.00 per
share. The shares would be identical to the Private Placement Shares. As of December 31, 2024 and 2023, the Company had no outstanding
borrowings under the Working Capital Loans.

 In connection with the Company's assessment
of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, "Disclosures of Uncertainties about
an Entity's Ability to Continue as a Going Concern," management has determined that if the Company is unable to complete an
Initial Business Combination by February 14, 2026, then the Company will cease all operations except for the purpose of liquidating. The
date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a
going concern. Management plans to consummate an Initial Business Combination prior to the mandatory liquidation date. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 14, 2026.

 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statements are presented
in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.
GAAP") and pursuant to the accounting and disclosure rules and regulations of the SEC.

 Emerging Growth Company

 The Company is an "emerging growth company,"
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the
"JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved.

 F- 9

 Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 Use of Estimates

 The preparation of the financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of other income and
expenses during the reporting period.

 Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 Cash

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company has $ 1,697,777 and $ 0 in cash as
of December 31, 2024 and 2023, respectively, and no cash equivalents as of such dates.

 Marketable Securities Held in Trust Account

 At December 31, 2024, substantially all of the
assets held in the Trust Account were held in U.S. Treasury bills. The Company accounts for its marketable securities as trading securities
under ASC 320, "Investments—Debt and Equity Securities", where securities are presented at fair value on the balance
sheets. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest
earned on marketable securities held in Trust Account in the statements of operations. As of December 31, 2024, the Company has $ 8,449,291
of interest earned in the Trust Account of which $ 7,358,108 was invested in marketable securities and $ 1,098,183 of accrued interest will
be invested in marketable securities. As of December 31, 2024, the Company has not withdrawn any interest earned on the Trust Account.
As of December 31, 2023, there were no funds deposited in the Trust Account.

 Offering Costs

 The Company complies with the requirements of
the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering." Deferred offering costs consist
principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board
("FASB") ASC 470-20, "Debt with Conversion and Other Options," addresses the allocation of proceeds from
the issuance of convertible debt into its equity and debt components. Offering costs allocated to the Public Shares were charged to temporary
equity. Offering costs allocated to the Private Placement Shares were charged to additional paid-in capital.

 F- 10

 Class A Redeemable Share Classification

 The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company's liquidation, or if there is a shareholder
vote or tender offer in connection with the Company's initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control
of the Company. The Company recognizes change in redemption value immediately as it occurs and will adjust the carrying value of redeemable
shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,
the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable
shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at December
31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the
shareholders' deficit section of the Company's balance sheets. At December 31, 2024, the Class A ordinary shares subject to
redemption reflected in the balance sheets are reconciled in the following table:

 Gross proceeds

 $
 184,000,000

 Less:

 Class A ordinary shares issuance costs

 ( 8,158,738
)

 Plus:

 Accretion of carrying value to redemption value

 16,608,029

 Class A ordinary shares subject to possible redemption, December 31, 2024

 $
 192,449,291

 Income Taxes

 ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company's management determined that the Cayman Islands is the Company's major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024 and 2023,
there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position.

 The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company's tax provision was $ 0 for the periods presented.

 Net Income (loss) per Ordinary Share

 The Company complies with accounting and disclosure
requirements of the FASB ASC Topic 260, "Earnings Per Share." Net income (loss) per ordinary share is computed by dividing
net income (loss) per ordinary share by the weighted average number of ordinary shares outstanding during the period, excluding ordinary
shares subject to forfeiture. Basic and diluted net income (loss) per ordinary share for Class A ordinary shares and Class B ordinary
shares is calculated by dividing net income (loss) attributable to the Company by the weighted average number of Class A ordinary shares
and Class B ordinary shares outstanding, allocated proportionally to each class of ordinary shares. This presentation assumes a Business
Combination as the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per
share as the redemption value approximates fair value.

 The following tables reflect the calculation of
basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

 For the Year Ended December 31,

 2024

 2023

 Basic net income (loss) per share

 Numerator:

 Allocation of net income (loss)

 $
 5,973,630

 $
 1,625,882

 $
 —

 $
)

 Denominator:

 Basic weighted average shares outstanding (1)

 16,635,787

 4,527,869

 —

 Basic net income (loss) per share

 $
 0.36

 $
 0.36

 $
 —

 $
 ( 0.01
)

 For the Year Ended December 31,

 2024

 2023

 Diluted net income (loss) per share

 Numerator:

 Allocation of net income (loss)

 $
 5,953,340

 $
 1,646,173

 $
 —

 $
)

 Denominator:

 Diluted weighted average shares outstanding (1)

 16,635,787

 —

 Diluted net income (loss) per share

 $
 0.36

 $
 0.36

 $
 —

 $
 ( 0.01
)

 (1)
 At December 31, 2023, excludes an aggregate of 600,000 Class B ordinary shares that are subject to forfeiture.

 F- 11

 Concentration of Credit Risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage of $ 250,000. Any loss incurred or a lack of access to such funds could have a significant adverse
impact on the Company's financial condition, results of operations, and cash flows.

 Fair Value of Financial Instruments

 The fair value of the Company's assets and
liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement," approximates the carrying
amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

 Share-Based Compensation

 The Company records share-based compensation in
accordance with FASB ASC Topic 718, "Compensation-Share Compensation" ("ASC 718"), guidance to account for its
share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument.
The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number
of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of
share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment,
which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which
is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed
in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending
on the nature of the services provided in the statements of operations.

 Recent Accounting Standards

 In March 2024, the FASB issued Accounting Standards
Update ("ASU") 2024-01, "Compensation - Stock Compensation (Topic 718): Scope Application of Profit Interest and Similar
Awards" ("ASU 2024-01"). This ASU provides clarification on when profit interest awards should be accounted for similar
to a cash bonus or profit-sharing arrangement in accordance with ASC 710 or as a share-based payment arrangement in accordance with ASC
718. The FASB issued this ASU to address diversity in the practice of accounting for profit interest awards. Management does not believe
the adoption of ASU 2024-01 will have a material impact on the accompanying financial statements and disclosures.

 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. See Note 9 Segment Information
in the accompanying notes to the financial statements for further detail.

 Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial
statements.

 NOTE 3. PUBLIC OFFERING

 On February 13, 2024, pursuant to the Initial
Public Offering, the Company sold 18,400,000 Public Shares, which includes a full exercise by the underwriter of their over-allotment
option in the amount of 2,400,000 Public Shares, at a price of $ 10.00 per Public Share.

 NOTE 4. PRIVATE PLACEMENT

 On February 13, 2024, simultaneously with the
closing of the Initial Public Offering, the Sponsor purchased an aggregate of 509,000 Private Placement Shares at a price of $ 10.00 per
Private Placement Share, for an aggregate purchase price of $ 5,090,000. A portion of the proceeds from the Private Placement Shares was
added to the proceeds from the Initial Public Offering and are held in the Trust Account.

 F- 12

 NOTE 5. RELATED PARTY TRANSACTIONS

 Founder Shares

 On June 19, 2021, Sponsor paid $ 25,000
to cover certain offering and formation costs of the Company in exchange for 2,875,000 Class B ordinary shares (the "Founder
Shares"). The Founder Shares included an aggregate of up to 562,500 shares that were subject to forfeiture depending on the extent
to which the underwriter's over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted
basis, approximately 20 % of the Company's issued and outstanding ordinary shares after the Initial Public Offering (excluding any
Public Shares purchased by the Sponsor in the Initial Public Offering and excluding the Private Placement Shares). On November 29, 2023,
the Sponsor assigned 30,000 Founder Shares to each of the Company's independent directors, Mark McKenna and John Schmid, and to
the Company's advisor, Andrew Phillips. On February 1, 2024, the Company effected a share capitalization with respect to the Class
B ordinary shares of 1,437,500 shares, resulting in the Sponsor holding a total of 4,222,500 Founder Shares. On February 8, 2024, the
Company effected a share capitalization with respect to the Class B ordinary shares of 287,500 shares, resulting in the Sponsor holding
a total of 4,510,000 Founder Shares and the Company's two independent directors and one advisor (together with the Sponsor, the
"Insiders") each holding 30,000 Founder Shares, which were retroactively presented on the financial statements, with up to
 600,000 Founder Shares held by the Sponsor subject to forfeiture depending on the extent to which the underwriter's over-allotment
option was exercised. On February 11, 2024, the underwriter of the Initial Public Offering delivered the Company a notice of its intention
to fully exercise the over-allotment option and on February 13, 2024, simultaneously with the closing of the Initial Public Offering,
the underwriter purchased the additional 2,400,000 Public Shares at a price of $ 10.00 per Public Share. Accordingly, the Founder Shares
are no longer subject to forfeiture.

 The Insiders have each agreed, subject to limited
exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of
a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares
equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination,
or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in
all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

 The sale or allocation of the Founder Shares to
the Company's director nominees, as described above, is within the scope of ASC 718. Under ASC 718, stock-based compensation associated
with equity-classified awards is measured at fair value upon the grant date. The fair value of the 90,000 Founder Shares transferred to
the Company's independent directors and advisor on November 29, 2023 is $ 309,600 or $ 3.44 per share. The Founder Shares were granted
subject to a service condition (i.e., being part of the Company at the date of the Initial Public Offering through one year from the Initial
Public Offering). Stock-based compensation will be recognized ratably from the date of the Initial Public Offering through the one-year
anniversary of the Initial Public Offering in an amount equal to the number of Founder Shares times the grant date fair value per share
less the amount initially received for the purchase of the Founder Shares.

 Administrative Services and Indemnification

 The Company entered into an agreement,
commencing on February 8, 2024, through the earlier of the Company's consummation of a Business Combination and its
liquidation, to pay the Sponsor a total of $ 6,458 per month for office space, utilities and secretarial, and administrative support
services. In addition, the Company has agreed that it will indemnify the Sponsor, members and managers and representatives of the
Sponsor (collectively, "Sponsor Indemnitees") from any claims arising out of or relating to the Initial Public Offering
or the Company's operations or conduct of the Company's business or any claim against any Sponsor Indemnitees alleging
any expressed or implied management or endorsement by Sponsor Indemnitees of any of the Company's activities or any express or
implied association between Sponsor Indemnitees, on the one hand, and the Company or any of its other affiliates, on the other hand.
For the year ended December 31, 2024, the Company incurred $ 67,809 in fees for these services, of which such amounts are shown as
due to related party in the accompanying balance sheets. For the year ended December 31, 2023, the Company did not incur any such
fees for these services.

 Promissory Note — Related
Party

 On June 19, 2021, as amended in October 2023,
the Company issued an unsecured promissory note (the "Promissory Note") to the Sponsor, pursuant to which the Company may
borrow up to an aggregate principal amount of $ 300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June
30, 2024 or (ii) the completion of the Initial Public Offering. As of December 31, 2024 and 2023, the Company had $ 0 and $ 70,095
outstanding under the Promissory Note, respectively. Borrowing under the note is no longer available.

 F- 13

 Related Party Loans

 In order to finance transaction costs in connection
with a 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 ("Working Capital Loans"). If the Company completes a
Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000 of such
Working Capital Loans may be convertible into private placement shares of the post-Business Combination entity at a price of $ 10.00 per
share. The shares would be identical to the Private Placement Shares. As of December 31, 2024 and 2023, the Company had no outstanding
borrowings under the Working Capital Loans.

 NOTE 6. COMMITMENTS

 Registration Rights

 The holders of the Founder Shares, Private Placement
Shares and any shares that may be issued upon conversion of Working Capital Loans have registration rights pursuant to a registration
rights agreement dated as of February 8, 2024 (the "Registration Rights Agreement"). The holders of these securities are entitled
to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain
piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However,
the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act
to become effective until termination of the applicable lockup period. The Registration Rights Agreement does not contain liquidating
damages or other cash settlement provisions resulting from delays in registering the Company's securities. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 The Company granted the underwriter a 45 -day option
to purchase up to 2,400,000 additional Public Shares to cover over-allotments at the Initial Public Offering price, less the underwriting
discounts and commissions. On February 11, 2024, the underwriter delivered the Company a notice of its intention to fully exercise the
over-allotment option and on February 13, 2024, simultaneously with the closing of the Initial Public Offering, the underwriter purchased
the additional 2,400,000 Public Shares at a price of $ 10.00 per Public Share.

 The underwriter was entitled to an upfront cash
underwriting discount of $ 0.10 per Public Share, or $ 1,840,000 in the aggregate, paid upon the closing of the Initial Public Offering.
In addition, the underwriter is entitled to a deferred fee of $ 0.30 per Public Share, or $ 5,520,000 in the aggregate. The deferred fee
will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business
Combination, subject to the terms of the underwriting agreement.

 NOTE 7. SHAREHOLDERS' DEFICIT

 Preference Shares — The
Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting
and other rights and preferences as may be determined from time to time by the Company's board of directors. At December 31, 2024
and 2023, there were no preference shares issued or outstanding.

 Class A Ordinary Shares — The
Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share. Holders of Class A
ordinary shares are entitled to one vote for each share. At December 31, 2024, there were 509,000 Class A ordinary shares issued
and outstanding, excluding 18,400,000 Class A ordinary shares subject to possible redemption. At December 31, 2023, there were no Class
A ordinary shares issued or outstanding.

 Class B Ordinary Shares — The
Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share. Holders of the Class B
ordinary shares are entitled to one vote for each share. At December 31, 2024 and 2023, there were 4,600,000 Class B ordinary shares
issued and outstanding.

 Holders of record of Class A ordinary shares and
Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A
ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders,
except to vote to approve any transfer by way of continuation pursuant to the Company's Amended and Restated Memorandum and Articles
of Association or as required by law.

 F- 14

 The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio
such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the
Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the
consummation of a Business Combination (including the forward purchase shares, but not the forward purchase agreements), excluding any
forward purchases securities and Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A
ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Shares issued
to the Sponsor, its affiliates or any member of the Company's management team upon conversion of Working Capital Loans. In no event
will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

 NOTE 8. FAIR VALUE MEASUREMENTS

 The fair value of the Company's financial
assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 Level 1:

 Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2:

 Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level 3:

 Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

 At December 31, 2024, assets held in the Trust
Account were comprised of $ 635 in cash and $ 192,448,657 in U.S. Treasury Bills. As of December 31, 2024, the Company did not withdraw
any interest income from the Trust Account. At December 31, 2023, there were no assets held in the Trust Account.

 The following table presents information about
the Company's assets that are measured at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value
hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Description

 Level

 2024

 2023

 Assets:

 U.S. Treasury Bills held in Trust Account (Matures on February 13, 2025)

 $
 192,448,657

 $
 —

 NOTE 9 — SEGMENT INFORMATION

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information
is available that is regularly evaluated by the Company's chief operating decision maker, or group, in deciding how to allocate
resources and assess performance.

 The Company's Chief Financial Officer
has been identified as the chief operating decision maker ("CODM"), who reviews the operating results for the Company as a
whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the
Company only has one operating segment.

 F- 15

 When evaluating the Company's performance and making key decisions
regarding resource allocation the CODM reviews several key metrics, which include the following:

 For the

 Year Ended

 2024

 For the

 Year Ended

 December 31, 2023

 General and administrative expenses

 $
 584,389

 $
 41,692

 Interest earned on marketable securities held in Trust Account

 $
 8,449,291

 $
 —

 The key measures of segment profit or loss reviewed
by our CODM are interest earned on marketable securities held in Trust Account and general and administrative expenses. The CODM reviews
interest earned marketable securities held in Trust Account to measure and monitor shareholders value and determine the most effective
strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative
expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business
combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce
all contractual agreements to ensure costs are aligned with all agreements and budget.

 NOTE 10 — SUBSEQUENT EVENTS

 The Company evaluated subsequent events and transactions that
occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as
described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial
statements.

 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."

 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.

 F- 16

 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.

 F- 17

 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

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.

 Non-Redemption Agreement

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.

 F- 18

 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

 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.

 F- 19

 Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,
summarized, and reported within the time period specified in the SEC's rules and forms. Disclosure controls are also designed with
the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer
and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 As required by Rules 13a-15 and 15d-15 under the
Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required
to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms.

 Management's Report on Internal Controls
Over Financial Reporting

 As required by SEC rules and regulations implementing
Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control
over financial reporting includes those policies and procedures that:

 (1)

 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 (2)

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

 (3)

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal
control over financial reporting at December 31, 2024. In making these assessments, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments
and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2024.

 This Annual Report on Form 10-K does not include
an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS
Act.

 Changes in Internal Control over Financial Reporting

 There were no changes in our internal control
over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

 Attestation report of the registered public
accounting firm

 This Annual Report does not include an attestation
report of our independent registered public accounting firm due to an exemption established by the JOBS Act for emerging growth companies.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 Not Applicable.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Directors and Executive Officers

 Our officers and directors are as follows:

 Name

 Age

 Position

 Bihua Chen

 Chairperson and Chief Executive Officer

 Caleb Tripp

 Chief Financial Officer

 Nebojsa Obradovic

 Chief Legal Officer

 John Schmid

 Mark McKenna

 Albert A. Holman III

 Bihua Chen has been the Chairperson
and Chief Executive Officer of the Company since June 2021. Ms. Chen is the founder and managing member of Cormorant. Ms. Chen was the
Chief Executive Officer and Chairman of Helix I from its inception until April 2022, when Helix I completed its business combination with
Moonlake. Since 2020, Ms. Chen has served as a director of Biomea Fusion, Inc. (Nasdaq: BMEA). Ms. Chen is the founder and managing member
of Cormorant. Prior to founding Cormorant in 2013, Ms. Chen managed a separately managed account focused on the healthcare sector as a
sub-adviser to a large, multi-strategy hedge fund based in New York. Prior to that, Ms. Chen was a healthcare analyst and sector portfolio
manager for American Express Asset Management, Boston. Ms. Chen has also served as a portfolio manager for the Asterion Life Science Fund
from 2001 through 2002, an equity analyst and portfolio manager for Bellevue Research from 2000 through 2001 and an equity analyst for
Putnam Investments from 1998 through 2001. Ms. Chen obtained a Master of Business Administration degree from the Wharton School of Business
in 1998 and graduated with a Master of Science degree in Molecular Biology from the Graduate School of Biomedical Science at Cornell Medical
College in 1994. Ms. Chen also holds a Bachelor of Science degree in Genetics and Genetic Engineering from Fudan University, Shanghai,
China, which she received in 1990.

 Caleb Tripp serves as our Chief Financial Officer. Mr.
Tripp is also the Chief Financial Officer of Cormorant Asset Management. He joined Cormorant in August 2020 as the firm's Controller.
Prior to joining Cormorant, he was the Controller for DW Partners, LP, formerly Brevan Howard Credit, from March 2015 until August 2020.
From May 2011 until December 2014, Mr. Tripp was the Controller for Saiers Capital, LLC. He started his career in fund accounting at GlobeOp
Financial Services. Mr. Tripp received a Bachelor's of Arts in Economics from the University of Connecticut in 2007 and a Master's
of Science in Accounting from Pace University in 2020.

 Nebojsa Obradovic serves as our Chief Legal Officer.
Mr. Obradovic is also the Chief Legal and Compliance Officer of Cormorant Asset Management. He joined Cormorant in 2016. Prior to
Cormorant, he was the Director of Compliance at MAST Capital Management in 2015. From 2012-2015, he was a Compliance Professional at HedgeOp
Compliance. From 2011-2012 He was an attorney at Heritage House Management. Mr. Obradovic received his Bachelor's of Science
from Belgrade University and his JD from Suffolk University.

 Mark C. McKenna has been our director since February
2024. Mr. McKenna served as Chairman and Chief Executive Officer of Prometheus Biosciences (Nasdaq: RXDX) from 2019-2023. Prometheus
Biosciences was a clinical stage biopharmaceutical company which created the first precision therapeutics for immune-mediated diseases
which was the largest M&A takeout of pre-phase 3 company. Mr. McKenna currently serves as the Chairman of the Board of Apogee
Therapeutics (Nasdaq: APGE) and Chief Investment Officer and Managing Director of McKenna Capital Partners, a family office dedicated
to investing in breakthrough treatments for debilitating diseases. Prior to Prometheus, Mr. McKenna was a corporate officer of Bausch
Health and served as President of the subsidiary Salix Pharmaceuticals from 2016 to 2019. Earlier, Mr. McKenna served at Bausch +
Lomb from 2006 to 2016. He began his career at Johnson & Johnson from 2002 to 2006. Mr. McKenna holds a degree in Marketing from
Arizona State University and a MBA from Azusa Pacific University. Mr. McKenna also completed the Wharton's Fellows program
at the Wharton School of Business.

 John Schmid has been our director since February 2024.
Mr. Schmid served on the board of directors of Helix I until the completion of its business combination with Moonlake Target. Mr. Schmid
currently serves as a member of the board of directors of AnaptysBio, Inc., Design Therapeutics, Poseida Therapeutics, Inc., Xeris Pharmaceuticals,
Inc., and Blacksmith Medicines, Inc. (f/k/a Forge Therapeutics, Inc.), all pharmaceutical companies, and as the chairman of the board
of directors of Speak, Inc., a speakers bureau, which he helped found in 1989. Mr. Schmid served as Chief Financial Officer of Auspex
Pharmaceuticals, Inc. from 2013 until its sale to Teva Pharmaceuticals, Inc. in 2015. Prior to Auspex Pharmaceuticals, Inc., he co-founded
Trius Therapeutics, Inc., where he served as Chief Financial Officer from 2004 until its merger with Cubist Pharmaceuticals, Inc. in 2013.
Mr. Schmid also served as Chief Financial Officer at GeneFormatics, Inc. from 1998 to 2003 and as Chief Financial Officer at Endonetics,
Inc. from 1995 to 1998. Mr. Schmid holds a Bachelor's degree in Economics from Wesleyan University and a Master of Business Administration
degree from the University of San Diego.

 Albert A. Holman III has been our director since February
2025. Mr. Holman currently serves on the board of directors of Ratio Therapeutics Inc., a private radiopharmaceuticals company, chairs
its Audit Committee and Compliance Committee, and is a member of its Compensation and Talent Committee. Mr. Holman is the Founder and
Co-Managing Partner of Chestnut Partners, Inc., a boutique investment bank that provides advice to public and private clients in the life
science industry. Mr. Holman has extensive investment banking experience, providing financial advice relating to private debt and equity
capital formation, mergers and acquisitions, IPOs, valuations and joint ventures. Prior to founding Chestnut Partners, Inc. in 1995, Mr.
Holman was Managing Director and Head of Kidder, Peabody & Co.'s New England Investment Banking Department, responsible for
all public and private company coverage in New England. Before moving to Boston in 1993, he was based in New York since 1980 and served
as the Head of several groups including Kidder's Life Science Group. Mr. Holman is a graduate of Harvard University's Graduate
School of Business Administration and, he holds a B.A. from University of Michigan. He is a Trustee of Mass General Brigham Incorporated
and the Boston Symphony Orchestra, Inc.

 Number and Terms of Office of Officers and Directors

 Our board of directors consists of four members
and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those
directors appointed prior to our first general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq.
The term of office of the first class of directors, consisting of Mark McKenna will expire at our first annual general meeting. The term
of office of the second class of directors, consisting of John Schmid, will expire at the second annual general meeting. The term of office
of the third class of directors, consisting of Bihua Chen and Albert A. Holman III, will expire at the third annual general meeting.

 Our officers are appointed by the board of directors
and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized
to appoint officers as it deems appropriate pursuant to our Articles.

 Director Independence

 The rules of Nasdaq require that a majority of
our board of directors be independent within one year of our IPO. An "independent director" is defined generally as a person
who, in the opinion of the company's board of directors, has no material relationship with the listed company (either directly or
as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors have determined
that Mark McKenna, John Schmid and Albert Holman III are "independent directors" as defined in Nasdaq listing standards and
applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Committees of the Board of Directors

 Our board of directors has three standing committees: an audit committee,
a compensation committee and a nominating and corporate governance committee. Our compensation committee and nominating and corporate
governance committee are composed solely of independent directors. The rules of Nasdaq and Rule 10A-3 of the Exchange Act require that
the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation
committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each
committee operates under a charter that was approved by our board and has the composition and responsibilities described below.

 Audit Committee

 Our board of directors has established an audit
committee of the board of directors. Albert A. Holman III, Mark McKenna and John Schmid serve as the members of our audit committee. Under
the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must
be independent. Albert A. Holman III, Mark McKenna and John Schmid are each independent.

 John Schmid serves as the chairman of the audit
committee. Each member of the audit committee is financially literate and our board of directors has determined that John Schmid qualifies
as an "audit committee financial expert" as defined in applicable SEC rules.

 We have adopted an audit committee charter, which
details the principal functions of the audit committee, including:

 assisting board oversight of
(1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent
registered public accounting firm's qualifications and independence, and (4) the performance of our internal audit function
and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of
the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

 pre-approving all audit
and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting
firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered
public accounting firm all relationships the firm has with us in order to evaluate their continued independence;

 setting clear policies for
audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from
the independent registered public accounting firm describing (1) the registered public accounting firm's internal quality-control procedures
and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or
by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent
audits carried out by the firm and any steps taken to deal with such issues;

 meeting to review and discuss
our annual audited financial statements and quarterly financial statements with management and the registered public accounting firm,
including reviewing our specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results
of Operations"; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation
S-K promulgated by the SEC prior to us entering into such transaction; and

 reviewing with management,
the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,
including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material
issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation Committee

 Our board of directors has established a compensation
committee of our board of directors. The members of our compensation committee are John Schmid and Mark McKenna. Mark McKenna serves as
chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation
committee of at least two members, all of whom must be independent. John Schmid and Mark Mckenna are each independent. We have adopted
a compensation committee charter, which details the principal functions of the compensation committee, including:

 reviewing and approving on an annual basis the corporate
goals and objectives relevant to our chief executive officer's compensation, evaluating our chief executive officer's performance
in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer
based on such evaluation;

 reviewing and making recommendations to our board of directors
with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of
our other officers;

 reviewing our executive compensation policies and plans;

 implementing and administering our incentive compensation
equity-based remuneration plans;

 assisting management in complying with our proxy statement
and annual report disclosure requirements;

 approving all special perquisites, special cash payments
and other special compensation and benefit arrangements for our officers and employees;

 producing a report on executive compensation to be included
in our annual proxy statement; and

 reviewing, evaluating and recommending changes, if appropriate,
to the remuneration for directors.

 The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is
directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving
advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by Nasdaq and the SEC.

 Nominating and Corporate Governance Committee

 Our board of directors has established a nominating
and corporate governance committee of the board of directors. The member of our nominating and corporate governance committee is Mark
McKenna and John Schmid. John Schmid chairs the nominating and corporate governance committee. All members of our nominating and corporate
governance committee are independent of and unaffiliated with our Sponsor and our underwriter.

 We have adopted a nominating and corporate governance
committee charter, which details the principal functions of the nominating and corporate governance committee, including:

 identifying, screening and reviewing individuals qualified
to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination
for election at the annual general meeting or to fill vacancies on the board of directors;

 developing and recommending to the board of directors and
overseeing implementation of our corporate governance guidelines;

 coordinating and overseeing the annual self-evaluation of
the board of directors, its committees, individual directors and management in the governance of the company; and

 reviewing on a regular basis our overall corporate governance
and recommending improvements as and when necessary.

 The charter also provides that the nominating
and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used
to identify director candidates, and is directly responsible for approving the search firm's fees and other retention terms.

 We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.

 Compensation Committee Interlocks and Insider
Participation

 None of our executive officers currently serves,
in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on
our board of directors.

 Advisor to the Board of Directors

 We have formed an advisory board comprised of
Andrew Phillips. Mr. Phillips assists our management team with sourcing and evaluating business opportunities and devising plans
and strategies to optimize any business that we acquire. On November 29, 2023, our Sponsor transferred 30,000 founder shares to Mr. Phillips.
Mr. Phillips will neither be paid nor reimbursed by the Sponsor for any out-of-pocket expenses in connection with the search
of acquisition targets before or after the consummation of our initial business combination. We have not currently entered into any formal
arrangements or agreements with Mr. Phillips to provide services to us and Mr. Phillips has no fiduciary obligations to present
business opportunities to us; however, Mr. Philips is a paid consultant for Cormorant.

 Code of Business Conduct and Ethics

 We have adopted a code of business conduct and ethics applicable
to our directors, officers and employees ("Code of Ethics") that complies with the rules and regulations of Nasdaq. The Code
of Ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the Code of Ethics will be provided
without charge upon request from us in writing at 200 Clarendon Street, 52nd Floor Boston, MA 02116 or by telephone at (857) 702-0370.
We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

 Insider Trading Policy

 We have adopted insider trading policies and procedures
governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate
family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq
listing standards while they are in possession of material nonpublic information (the "Insider Trading Policy").

 The foregoing description of the Insider
Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading
Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

 Directors' Fiduciary Duties and Conflicts
of Interest

 As a matter of Cayman Islands law, a director
of a Cayman Islands company is in the position of a fiduciary with respect to the company. Accordingly, directors and officers owe the
following fiduciary duties:

 (i)
 duty to act in good faith in
what the director or officer believes to be in the best interests of the Company as a whole;

 (ii)
 duty to exercise powers for
the purposes for which those powers were conferred and not for a collateral purpose;

 (iii)
 directors should not improperly
fetter the exercise of future discretion;

 (iv)
 duty to exercise powers fairly
as between different sections of shareholders;

 (v)
 duty not to put themselves
in a position in which there is a conflict between their duty to the Company and their personal interests; and

 (vi)
 duty to exercise independent
judgment.

 In addition to the above, directors also owe a
duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge, skill and experience of that director.

 As set out above, directors have a duty not to
put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of
their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance
by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum
and articles of association or alternatively by shareholder approval at general meetings.

 Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our Articles provide that, to the fullest extent
permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly
assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as
us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe,
however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete
our initial business combination.

 Below is a table summarizing the entities to which
our officers and directors currently have fiduciary duties or contractual obligations:

 Individual

 Entity

 Entity's Business

 Affiliation

 Bihua Chen

 Cormorant Global Healthcare Master Fund, LP

 Cormorant Private Healthcare Fund I, LP

 Cormorant Private Healthcare Fund II, LP

 Cormorant Private Healthcare Fund III, LP

 CRMA SPV, LP

 Cormorant Private Healthcare Fund IV, LP

 Adona Medical

 Akura Medical

 Aleksia Therapeutics

 Atia Vision

 Biomea Fusion

 BiVACOR

 BlossomHill Therapeutics

 Chroma Medicine Inc.

 Graviton Bioscience

 Myra Vision, Inc.

 Nexo Therapeutics, Inc.

 Obvius Robotics

 Orionis Biosciences

 Supira Medical

 Tiger Biotherapeutics

 Tioga Cardiovascular

 Cormorant Private Healthcare Fund V, LP

 Nebojsa Obradovic

 Cormorant Asset Management

 Chief Compliance Officer

 Caleb Tripp

 Cormorant Asset Management, LP

 Chief Financial Officer

 Mark McKenna

 McKenna Capital Partners

 Chief Investment Officer & Managing Director

 Prometheus Biosciences

 Apogee Therapeutics

 Chairman of the Board

 John Schmid

 Speak, Inc.

 Advisory

 AnaptysBio, Inc.

 Design Therapeutics, Inc.

 Xeris Pharmaceuticals, Inc.

 Pharmaceutical

 Poseida Therapeutics, Inc.

 Pharmaceutical

 Blacksmith Medicines (f/k/a Forge Therapeutics, Inc.)

 Pharmaceutical

 Albert A. Holman III

 Ratio Therapeutics Inc.

 Pharmaceutical

 Chestnut Partners, Inc.

 Founder and Co-Managing Partner

 In addition, our Sponsor and our executive officers and directors may
Sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination.

 Potential investors should also be aware of the following other potential
conflicts of interest:

 Our executive officers and directors are not required to, and will
not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations
and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the
completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which
he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week
to our affairs.

 Our initial shareholders purchased founder shares prior to the IPO
and our Sponsor will purchase Private Placement Shares in a transaction closed simultaneously with the closing of the IPO. Our Sponsor,
officers, directors and advisors have entered into a Letter Agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares, Private Placement Shares and public shares in connection with the completion of our initial
business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business
combination if we determine it is desirable to facilitate the completion of the initial business combination. Additionally, our Sponsor,
officers, directors and advisors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to
their founder shares and Private Placement Shares if we fail to complete our initial business combination within the prescribed time frame,
although they will be entitled to liquidating distributions from assets outside the Trust Account. Furthermore, our Sponsor, officers,
directors and advisors have agreed not to transfer, assign or sell any of their founder shares: (i) one year after the completion
of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete
a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange
their ordinary shares for cash, securities or other property and our Sponsor has agreed not to transfer, assign or sell any of its Private
Placement Shares until 30 days after the completion of our initial business combination. Notwithstanding the foregoing, if the closing
price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, the founder shares and Private Placement Shares will be released from the lockup. Because each
of our officers and director nominees will own ordinary shares directly or indirectly, they may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our officers,
directors and advisors will directly or indirectly own founder shares and/or Private Placement Shares following the IPO and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. The low price that our Sponsor, officers, directors and advisors (directly or indirectly) paid for the
founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an
acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial
business combination within the completion window, the founder shares may expire worthless, except to the extent they receive liquidating
distributions from assets outside the Trust Account, which could create an incentive for our Sponsor, executive officers and directors
to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.
Further, each of our officers, directors and advisors may have a conflict of interest with respect to evaluating a particular business
combination if the retention or resignation of any such officers, directors and advisors was included by a target business as a condition
to any agreement with respect to our initial business combination.

 We are not prohibited from pursuing an initial business combination
with a business combination target that is affiliated with our Sponsor, officers or directors or completing the business combination through
a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our initial
business combination with a business combination target that is affiliated with our Sponsor, officers or directors, we, or a committee
of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or
appraisal firm, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain
such an opinion in any other context. Furthermore, in no event will our Sponsor or any of our existing officers or directors, or any of
their respective affiliates, be paid by the company any finder's fee, consulting fee or other compensation prior to, or for any
services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction
that it is). However, we may pay a consulting, success or finder fees to our independent directors, our advisors, or their respective
affiliates in connection with the consummation of our initial business combination. Further, commencing on the date the securities of
the Company are first listed on Nasdaq, we will also pay our Sponsor $6,458 per month for office space, utilities, administrative services
and remote support services provided to members of our management team.

 We cannot assure you that any of the above mentioned conflicts will
be resolved in our favor.

 In the event that we submit our initial business combination to our
public shareholders for a vote, our Sponsor, officers, directors and advisors have agreed to vote their founder shares, and they and the
other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in
favor of our initial business combination. The Cormorant Funds have agreed to vote the Class A ordinary shares they may purchase in the
IPO in favor of our initial business combination.

 Limitation on Liability and Indemnification of Officers and Directors

 Cayman Islands law does not limit the extent
to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide
indemnification against willful default, fraud or the consequences of committing a crime. Our Articles provides for indemnification
of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as
such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors' and
officers' liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a
judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

 Our officers and directors have agreed to waive any right, title, interest
or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind
they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust
Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have
sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

 Our indemnification obligations may discourage shareholders from bringing
a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing
the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise
benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 We believe that these provisions, the insurance and the indemnity agreements
are necessary to attract and retain talented and experienced officers and directors.

 Item 11. Executive Compensation.

 Compensation Discussion and Analysis

 None of our officers or directors have received
any cash compensation for services rendered to us. We pay our Sponsor $6,458 per month for office space, utilities, secretarial and administrative
support services provided to members of our management team. In addition, our Sponsor, officers and directors, or any of their respective
affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly
basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial
business combination will be made from funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements,
we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their
out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial
business combination. Other than these payments and reimbursements, no compensation of any kind, including finder's and consulting
fees, will be paid by the company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of
our initial business combination.

 After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such
fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible
for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the
board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.

 We do not intend to take any action to ensure
that members of our management team maintain their positions with us after the consummation of our initial business combination, although
it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after
our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with
us may influence our management's motivation in identifying or selecting a target business but we do not believe that the ability
of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision
to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for
benefits upon termination of employment.

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters.

 We have no compensation plans under which equity
securities are authorized for issuance.

 The following table sets forth information regarding
the beneficial ownership of our ordinary shares as of March 10, 2025, by:

 each person known by us to
be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis;

 each of our officers and directors;
and

 all of our officers and directors
as a group.

 The following table is based on 18,909,000 ordinary
shares and 4,600,000 founder shares issued and outstanding as of March 10, 2025. Unless otherwise indicated, it is believed that all
persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

 Name and Address of Beneficial Owner(1)

 Number of Class A Ordinary Shares Beneficially Owned

 Number of Founder Shares Beneficially
 Owned (2)

 Approximate Percentage of Total Voting Power

 Directors and Officers

 Bihua Chen (3)

 2,909,000

 4,480,000

 31.4
 %

 Caleb Tripp

 —

 —

 —

 Nebojsa Obradovic

 —

 —

 —

 Mark McKenna

 —

 30,000

 *

 John Schmid

 —

 30,000

 *

 Andrew Phillips

 —

 30,000

 *

 Albert A. Holman, III

 —

 30,000

 *

 All officers and directors as a group (7 individuals)

 2,909,000

 31.9
 %

 Holders of more than 5% of our outstanding ordinary shares

 Helix Holdings II LLC (3)

 509,000

 4,480,000

 21.2
 %

 BlackRock, Inc. (4)

 1,500,000

 —

 6.4
 %

 Cormorant Private Healthcare Fund III, LP (3)

 1,427,040

 —

 6.1
 %

 Adage Capital Partners, L.P. (5)

 1,400,000

 —

 6.0
 %

 Citadel Advisors LLC (6)

 1,321,200

 —

 5.6
 %

 *
 Less than one percent.

 (1)
 Unless otherwise noted, the business address of each of the
following is 200 Clarendon Street, 52 nd Floor, Boston, MA 02116.

 (2)
 Class B ordinary shares will automatically convert into
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis,
subject to adjustment, as described in " Description of Securities."

 (3)
 Helix Holdings II LLC, our Sponsor, is the record holder
of 4,480,000 founder shares and 509,000 Private Placement Shares. Cormorant Private Healthcare Fund III, LP ("Fund III"),
a Delaware limited partnership, Cormorant Private Healthcare Fund V, LP ("Fund V"), a Delaware limited partnership, and Cormorant
Global Healthcare Master Fund, LP ("Master Fund"), a Cayman Islands limited partnership, are the managing members of our
Sponsor and each holds 1,427,040, 903,600 and 69,360 Class A ordinary shares, respectively. Bihua Chen is the managing member of each
of the three managing members of our Sponsor and has voting and investment discretion with respect to the ordinary shares held of record
by Helix Holdings II LLC. Bihua Chen disclaims any beneficial ownership of the securities held by Helix Holdings II LLC other than to
the extent of any pecuniary interest she may have therein, directly or indirectly. Cormorant Global Healthcare GP, LLC, Cormorant Private
Healthcare GP III, LLC and Cormorant Private Healthcare GP V, LLC serve as the general partners of the Master Fund, Fund III and Fund
V, respectively. Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP III,
LLC and Cormorant Private Healthcare GP V, LLC. Accordingly, Ms. Chen has voting and investment discretion with respect to the ordinary
shares held by the Sponsor and each of Fund III, Fund V and Master Fund. Ms. Chen disclaims any beneficial ownership of the securities
held by the Sponsor and each of Fund III, Fund V and Master Fund other than to the extent of any pecuniary interest she may have therein,
directly or indirectly.

 (4)
 According to a Schedule 13G filed by BlackRock, Inc. with
the SEC on November 8, 2024. Interests shown are held by BlackRock Advisors, LLC, BlackRock Fund Advisors, and BlackRock Investment Management,
LLC, each a subsidiary of BlackRock, Inc. The address of the shareholder is 50 Hudson Yards, New York, NY 10001.

 (5)
 According to a Schedule 13G filed with the SEC on February
23, 2024, jointly by Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), Adage Capital Partners GP,
L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), Adage Capital Management,
L.P., a Delaware limited partnership ("ACM"), Robert Atchinson and Phillip Gross. ACP is the record holder of the shares
reported therein. ACPGP is a general partner of ACP, and ACM is the investment manager of ACP. Each of Robert Atchinson and Phillip Gross
is the managing member of the managing member of ACPGP and the managing member of the general partner of ACM. The address of such persons
200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

 (6)
 According to a Schedule 13G filed with the SEC on February
23, 2024, jointly by Citadel Advisors LLC ("Citadel Advisors"), Citadel Advisors Holdings LP ("CAH"), Citadel
GP LLC ("CGP"), Citadel Securities LLC ("Citadel Securities"), Citadel Securities Group LP ("CALC4"),
Citadel Securities GP LLC ("CSGP") and Mr. Kenneth Griffin. Interests shown are held by Citadel Multi-Strategy Equities Master
Fund Ltd., a Cayman Islands company ("CM"), and Citadel Securities. Citadel Advisors is the portfolio manager for CM. CAH
is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP
is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in
CGP and CSGP. The address of such persons is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence

 Founder Shares

 On June 19, 2021, our Sponsor paid $25,000, or approximately $0.009
per share, to cover certain of our offering and formation costs in exchange for 2,875,000 founder shares. On November 29, 2023, our Sponsor
transferred 30,000 founder shares to each of our independent directors, Mark McKenna and John Schmid, and to our advisor, Andrew Phillips.
On February 1, 2024, the Company issued an additional 1,437,500 founder shares to our Sponsor, resulting in our Sponsor holding a total
of 4,222,500 founder shares. On February 8, 2024, the Company issued an additional 287,500 founder shares to our Sponsor, resulting in
our Sponsor holding a total of 4,510,000 founder shares immediately prior to the IPO, with up to 600,000 founder shares subject to forfeiture
depending on the extent to which the IPO underwriter's over-allotment option is exercised. On February 13, 2024, simultaneously
with the closing of the IPO, the IPO underwriter fully exercised its over-allotment option, and accordingly, the 600,000 founder shares
are no longer subject to forfeiture. The number of founder shares outstanding was determined based on the expectation that the total size
of the IPO would be a maximum of 18,400,000 shares if the IPO underwriter's over-allotment option is exercised in full, and therefore
that such founder shares would represent approximately 20% of the outstanding shares after the IPO. On February 8, 2025, in connection
with the appointment of Mr. Albert A. Holman, III to the board of directors, the Sponsor transferred 30,000 founder shares held by it
to Mr. Holman.

 The founder shares are identical to the Class
A ordinary shares, except that:

 only holders of Class B ordinary shares will have the right
to appoint directors in any election held prior to or in connection with the completion of our initial business combination;

 in a vote to transfer the Company by way of continuation
to a jurisdiction outside the Cayman Islands (which requires a special resolution, being the affirmative vote of at least two-thirds
of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter
at a general meeting of the company), only holders of our founder shares shall carry the right to vote;

 the founder shares and the Private Placement Shares are subject
to certain transfer restrictions, as described in more detail below;

 the founder shares are entitled to registration rights;

 the founder shares are automatically convertible into our
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at
the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent
to the caption "Founder shares conversion and anti-dilution rights;"

 our Sponsor, officers, directors and advisors have entered into a Letter
Agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, Private
Placement Shares and any public shares they may acquire during or after the IPO in connection with the completion of our initial business
combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination
if we determine it is desirable to facilitate the completion of the initial business combination; (ii) waive their redemption rights with
respect to their founder shares, Private Placement Shares and any public shares they may acquire during or after the IPO in connection
with a shareholder vote to approve an amendment to our Articles (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business
combination within the completion window or (B) with respect to any other material provisions relating to shareholders' rights or
pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to
their founder shares and Private Placement Shares if we fail to complete our initial business combination within the completion window,
although they will be entitled to liquidating distributions from assets outside the Trust Account with respect to any public shares they
hold if we fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets
outside the Trust Account; and (iv) vote any founder shares held by them, any Private Placement Shares held by them and any public shares
purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination.
If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination
only if it is approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the holders
of the shares present in person or by proxy and entitled to vote thereon at a general meeting of the company. As a result, in addition
to our initial shareholders' founder shares and Private Placement Shares, we would need 6,645,501, or 36.1%, of the 18,400,000 public
shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business combination approved
(assuming all outstanding shares are voted and the parties to the Letter Agreement do not acquire any Class A ordinary shares). Additionally,
Cormorant Funds purchased the 2,400,000 Class A ordinary shares in the IPO and assuming they will vote their public shares in favor of
our initial business combination (which they will not be required to do), only 4,245,001 affirmative votes from other public shareholders
would be required to approve our initial business combination; and

 the founder shares are automatically convertible into our
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one
basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption "Founder shares
conversion and anti-dilution rights."

 The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of an initial business
combination and (B) subsequent to an initial business combination, (x) if the closing price of the Class A ordinary shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business
combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that
results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other
property.

 Private Placement Shares

 Our Sponsor purchased an aggregate of 509,000
Private Placement Shares at a price of $10.00 per share, or $5,090,000 in the aggregate, in a private placement that closed simultaneously
with the closing of the IPO

 The Private Placement Shares may not, subject
to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business
combination.

 Sponsor Loans

 On June 19, 2021, as amended in October 2023,
the Company issued an unsecured promissory note (the "Promissory Note") to the Sponsor, pursuant to which the Company may
borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i)
June 30, 2024 or (ii) the completion of the IPO. As of December 31, 2024 and December 31, 2023, the Company had $0 and $70,095 outstanding
under the Promissory Note, respectively. Borrowing under the note is no longer available.

 In addition, in order to finance transaction costs
in connection with an 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 ("Working Capital Loans"). If the Company
completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the
event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to
repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for
the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect
to such loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest,
or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Shares
of the post-Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares.
As of December 31, 2024, the Company had no outstanding borrowings under the Working Capital Loans.

 Administrative Services and Indemnification

 The Company entered into an agreement, commencing on February 8, 2024,
through the earlier of the Company's consummation of a business combination and its liquidation, to pay the Sponsor a total of $6,458 per
month for office space, utilities and secretarial, and administrative support services. In addition, the Company has agreed that it will
indemnify the Sponsor, members and managers and representatives of the Sponsor (collectively, "Sponsor Indemnitees") from
any claims arising out of or relating to the IPO or the Company's operations or conduct of the Company's business or any claim
against any Sponsor Indemnitees alleging any expressed or implied management or endorsement by Sponsor Indemnitees of any of the Company's
activities or any express or implied association between Sponsor Indemnitees, on the one hand, and the Company or any of its other affiliates,
on the other hand. For the three and nine months ended September 30, 2024, the Company incurred $19,374 and $48,435 in fees
for these services, respectively, of which such amounts are included in accrued expenses in the accompanying condensed balance sheets.

 Post-Consummation Management Team Payments

 After our initial business combination, members of our management team
who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed
to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders.
It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time
of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business
to determine executive and director compensation.

 Agreements Related to the Business Combination

 Helix Support Agreement

 In connection with the execution of the BBOT Business
Combination Agreement, on February 28, 2025, Helix Supporting Shareholders and Helix Existing Investors entered into a Helix Support Agreement
with the Company and BBOT. 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 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.

 Subscription Agreement

on February 28, 2025, the Company entered into Subscription Agreements with certain PIPE Investors, including Cormorant Funds and other
existing shareholders of the Company, 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 "PIPE Shares, at a purchase price
equal to the Redemption Price. 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.

 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 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.

 Lock-Up Agreement

 In connection with the Closing, the Sponsor, Cormorant
Funds and the Helix Existing Investors will enter into 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.

 Amended and Restated Registration Rights

 In connection with the Closing, PubCo, Sponsor,
Cormorant Funds, the Helix Existing Investors, and certain former stockholders of BBOT will enter into an 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).

 Policy for Approval of Related Party Transactions

 The audit committee of our board of
directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of
"related party transactions." A "related party transaction" is any consummated or proposed transaction or
series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is
reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company's total assets at year-end for the
prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and
(iii) in which a "related party" had, has or will have a direct or indirect material interest. "Related
parties" under this policy will include: (i) our directors, nominees for director or officers or any person who has
served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role;
(ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family
member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a
"related person" pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the
audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the
transaction is on terms comparable to those that could be obtained in arm's-length dealings with an unrelated third
party, (ii) the extent of the related party's interest in the transaction, (iii) whether the transaction contravenes
our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to
be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family
member of a director, the effect that the transaction may have on a director's status as an independent member of the board
and on his or her eligibility to serve on the board's committees. Management will present to the audit committee each proposed
related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate
related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set
forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning,
a related person transaction in which he or she is the related party.

 Item 14. Principal Accountant Fees and Services.

 The firm of WithumSmith+Brown, PC, or Withum,
acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.

 Audit Fees. During the year ended December 31,
2024 and 2023, fees for our independent registered public accounting firm were approximately $179,920 and $7,800, respectively, for the
services Withum performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2024 and
2023 financial statements included in this Annual Report on Form 10-K.

 Audit-Related Fees. Audit-related services consist
of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements
and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation
and consultations concerning financial accounting and reporting standards. We did not pay Withum for consultations concerning financial
accounting and reporting standards for the year ended December 31, 2024 and 2023.

 Tax Fees. During the year ended December 31, 2024
and 2023, Withum did not render services related to tax compliance, tax advice and tax planning.

 All Other Fees. During the year ended December
31, 2024 and 2023, Withum did not render services related to other services and permitted due diligence services related to potential

 Pre-Approval Policy

 Our audit committee was formed upon the consummation
of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to
the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward
basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our
auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange
Act which are approved by the audit committee prior to the completion of the audit).

 Item 15. Exhibits, Financial Statement Schedules.

 (1)
 Financial Statements.

 Reference is made to the Index to Financial
Statements of the Company under Item 8 of Part II above.

 (2)
 Financial Statement Schedules:

 All financial statement schedules are omitted
because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the financial
statements and notes thereto in Item 8 of Part II above.

 (3)
 Exhibits

 The exhibits listed in the Exhibit Index below
are filed or incorporated by reference as part of this Annual Report on Form 10-K.

 Exhibit Index

 Exhibit Number

 Description

 1.1

 Underwriting Agreement, dated February 8, 2024, between the Company and Leerink Partners LLC. (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K (File No. 001-41955), filed with the Securities and Exchange Commission on February 14, 2024).

 2.1

 Business Combination Agreement, by and among Helix Acquisition Corp. II, TheRas, Inc. and Helix II Merger Sub, Inc., dated as of February 28, 2025. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2025).

 3.1

 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2024).

 4.1

 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-276591), filed with the Securities and Exchange Commission on January 18, 2024).

 4.2*

 Description of Registrant's Securities.

 10.1

 Letter Agreement, dated February 8, 2024, among the Company, Helix Holdings LLC and each of the officers, directors and advisor of the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2024).

 10.2

 Investment Management Trust Agreement, dated February 8, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2024).

 10.3

 Registration Rights Agreement, dated February 8, 2024, among the Company, Helix Holdings II LLC and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2024).

 10.4

 Private Placement Class A Ordinary Shares Purchase Agreement, dated February 8, 2024, between the Company and Helix Holdings II LLC (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2024).

 10.5

 Administrative Services and Indemnification Agreement, dated February 8, 2024, between the Company and Helix Holdings II LLC (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2024).

 10.6

 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 (File No. 333-276591), filed with the Securities and Exchange Commission on January 18, 2024).

 10.7

 Helix Support Agreement, dated as of February 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2025).

 10.8

 BBOT Support Agreement, dated as of February 28, 2025 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2025).

 10.9

 Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2025).

 10.10

 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2025).

 10.11

 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2025).

 10.12

 Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2025).

 14*

 Code of Business Conduct and Ethics.

 19*

 Insider Trading Policy

 24.1

 Power of Attorney (included in the signature page of this Annual Report)

 31.1*

 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1.

 101.INS

 101.CAL

 101.SCH

 101.DEF

 101.LAB

 101.PRE

 Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

 *

 Filed herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: March 10, 2025

 Helix Acquisition Corp. II

 By:

 /s/ Bihua Chen

 Name:

 Bihua Chen

 Title:

 Chairman and Chief Executive Officer

 POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Bihua Chen, Caleb Tripp and Nebojsa Obradovic, and each or any of them,
her or his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 /s/ Bihua Chen

 Chairman and Chief Executive Officer

 Bihua Chen

 (Principal Executive Officer)

 /s/ Caleb Tripp

 Chief Financial Officer

 Caleb Tripp

 (Principal Financial and Accounting Officer)

 /s/ Nebojsa Obradovic

 Chief Legal Officer

 Nebojsa Obradovic

 /s/ John Schmid

 John Schmid

 /s/ Mark McKenna

 Mark McKenna

 /s/ Albert A. Holman III

 Albert A. Holman III

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