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
For the transition period
from to
Commission File Number: 001-41177
NORTHVIEW ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
207 West 25th St, 9th
Floor
New York, NY10001
(212)494-9022
(Address of Principal Executive Offices, Zip Code
and Registrant’s Telephone Number)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share NVAC None
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 ☒
Indicate by check mark whether 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 periods as the registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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. (check one)
Large accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Accelerated filer ☐ 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. ☐
Indicate by check mark whether 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. ☐
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. ☐
Indicate by check mark whether 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). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
The aggregate market value of the Company’s
common stock held by non-affiliates computed by reference to the closing price for the common stock on June 30, 2024, as reported on the
Nasdaq Stock Market was $68,215,988.
As of March 28, 2025, 5,348,311 shares of Company
common stock, par value $0.0001 were issued and outstanding.
Table of Contents
PART I
Item 1. Business 1
Item 1A. Risk Factors 12
Item 1B. Unresolved Staff Comments 40
Item 1C Cybersecurity 40
Item 2. Properties 40
Item 3. Legal Proceedings 40
Item 4. Mine Safety Disclosure 40
Item 6. [RESERVED] 41
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49
Item 8. Consolidated Financial Statements and Supplementary Data 49
Item 9A. Controls and Procedures 50
Item 9B. Other Information 50
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 50
PART III
Item 10. Directors, Executive Officers and Corporate Governance 51
Item 11. Executive Compensation 57
Item 14. Principal Accountant Fees and Services 61
PART IV
Item 15. Exhibits and Financial Statement Schedules 62
Signatures 64
i
CERTAIN TERMS
Unless otherwise stated in
this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to:
● “Dawson James” are to Dawson James Securities, Inc.;
● “I-Bankers” are to I-Bankers Securities, Inc.;
● “sponsor” are to NorthView Sponsor I, LLC, a limited liability company;
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained
in this 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,” “intends,” “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 prospectus may include, for example, statements about:
● our ability to select an appropriate target business or businesses;
● our ability to complete our initial business combination;
● our pool of prospective target businesses;
● our public securities’ potential liquidity and trading;
● the lack of a market for our securities;
● the trust account not being subject to claims of third parties; or
● our financial performance following our initial public offering.
The forward-looking statements
contained in this 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.
iii
PART I
ITEM 1. BUSINESS
Our Company
We are a blank check company
formed under the laws of the State of Delaware April 19, 2021. We were formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout
this prospectus as our initial business combination. Although there is no restriction or limitation on what industry our target operates
in, it is our intention to pursue prospective targets that are focused on healthcare innovation. We anticipate targeting what are traditionally
known as small cap companies domiciled in North America, Europe and/or the APAC regions that are developing assets in the biopharmaceutical,
medical technology/medical device and diagnostics space which aligns with our management team’s experience in operating health care
companies and in drug and device technology development as well as diagnostic and other services.
Recent Developments
Proposed Business Combination
On November 7, 2022, NorthView
entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among NorthView, NV Profusa Merger
Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NorthView (“Merger Sub”), and Profusa, Inc., a California
corporation (“Profusa”).
The Merger Agreement provides
that, among other things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger
Sub will merge with and into Profusa (the “Merger”), with Profusa surviving as a wholly-owned subsidiary of NorthView. In
connection with the Merger, NorthView will change its name to “Profusa, Inc.” The Merger and the other transactions contemplated
by the Merger Agreement are hereinafter referred to as the “Business Combination.”
The Business Combination is
subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental
approvals and the required approval by the stockholders of NorthView and Profusa. There is no assurance that the Business Combination
will be completed.
The aggregate consideration
to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000. The exchange ratio will be equal
to (a) $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share.
Subject to certain future
revenue and stock-price based milestones, Profusa stockholders will have the right to receive an aggregate of up to an additional 3,875,000
shares of NorthView common stock (the “Earnout Shares”). One-quarter of the Earnout Shares will be issued if, between the
18-month anniversary and the two year anniversary of the Closing, the combined company’s common stock achieves a daily volume weighted
average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive trading day period (“Milestone
Event I”). One-quarter of the Earnout Shares will be issued if, between the first and second anniversary of the Closing, the combined
company’s common stock achieves a daily volume weighted average market price of at least $14.50 per share for a similar number of
days (“Milestone Event II”). One-quarter of the Earnout Shares will be issued upon the consummation of the Tasly JV (as defined
in the amended Merger Agreement) during fiscal year 2024, and one-quarter of the Earnout Shares will be issued if the combined company
achieves at least $99,702,000 in revenue in fiscal year 2025 (or up to one-half of the Earnout Shares if both revenue milestones are achieved).
Additionally, if Milestone
Event I or Milestone Event II are achieved by the second anniversary of the Closing, NorthView’s sponsor, NorthView Sponsor I, LLC
and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to obtaining Additional
Financings (as defined in the Merger Agreement).
On
September 12, 2023, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the “Amendment”)
pursuant to which the parties agreed to revise the revenue earnout milestones to reflect updated projections provided by Profusa. Specifically,
Amendment No. 1 revised the definition of “Milestone Event III” and “Milestone Event IV” such that one-quarter
of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $11,864,000 for the
fiscal year ended December 31, 2024, and one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined company
achieves Earnout Revenue of $99,702,000 for the fiscal year ended December 31, 2025. Amendment No. 1 also clarified the exercise price
of certain of the Company’s Warrants.
On January 12, 2024, the
parties to the Merger Agreement entered into Amendment No. 2 to the Merger Agreement (the “Amendment”) pursuant to which
the parties agreed to revise the definition of “Milestone Event III” and such that the Earnout Revenue milestone of $11,864,000
for the fiscal year ended December 31, 2024, was replaced with a milestone requiring consummation of the Tasly JV (a joint venture contemplated
among Profusa and Tasly (International) Healthcare Capital Company Limited, as described in the Amendment) and receipt of the related
funding during the fiscal year ended December 31, 2024. . Amendment No. 2 also extended the Outside Date (the date by which the Business
Combination must be consummated, otherwise the Merger Agreement becomes terminable by Profusa or the Company) from September 21, 2023,
to June 22, 2024.
On March 4, 2024, the parties to the Merger
Agreement entered into an Amendment No. 3 to the Merger Agreement (“Amendment No. 3 to the Merger Agreement”) pursuant
to which the parties agreed to revise the Company Reference Value to adjust for financing proceeds and debt conversions that could be
received by Profusa prior to the Business Combination. On March 14, 2024, NorthView filed a Current Report on Form 8-K regarding
Amendment No. 3 to the Merger Agreement with the SEC.
1
On February 11, 2025, the
parties to the Merger Agreement entered into an Amendment No. 4 to the Merger Agreement (“Amendment No. 4 to the Merger Agreement”)
pursuant to which the parties agreed to revise the Company Reference Value to adjust for financing proceeds that could be received by
Profusa prior to the Business Combination, along with debt conversions and incentive shares being issued that. On February 19, 2025, NorthView
filed a Current Report on Form 8-K regarding Amendment No. 4 to the Merger Agreement with the SEC.
Extension Meeting
The Company initially had
15 months from the closing of its initial public offering to complete a Business Combination. On March 10, 2023, the Company held a vote
to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination
from March 22, 2023 to December 22, 2023 (the “First Extension Meeting”). On December 21, 2023, the Company held a vote to
amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination
from December 22, 2023 to March 22, 2024 (the “Second Extension Meeting”). On March 21, 2024, the Company held a vote
to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination
from March 22, 2023 to September 22, 2024 (the “Third Extension Meeting”). On September 19, 2024, the Company held a
vote to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business
Combination from September 22, 2024 to March 22, 2025 (the “Fourth Extension Meeting”). On March 21, 2025, the Company had
the Special Meeting. At the Special Meeting, shareholders approved an extension for the Company to consummate an initial business combination
from March 22, 2025 to June 22, 2025 (the “Fifth Extension Meeting”). If the Company is unable to complete a Business Combination
within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) 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 and not previously
released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Nasdaq Delisting
On December 20, 2024, NorthView
received a delisting determination letter from Nasdaq as the 36-month anniversary from its IPO has passed on December 27, 2024, and NorthView’s
securities were suspended from trading and delisted from Nasdaq. As of the same date, NorthView’s securities started being quoted
on OTC Pink.
Our Sponsors and Competitive Advantages
We believe that the combination
of a high-quality management team with extensive operational, financial, merger and acquisition, and public company experience, combined
with the resources of a high quality investment bank focused on evaluating and assisting quality private companies to access the public
markets, is an attractive format. It is particularly important that our management team and our sponsor have successfully worked together
in the past. It is also important that our sponsor, management team and directors have deep experience, contacts and relationships in
the healthcare sector.
Opportunity & Acquisition Target Criteria
We will seek to acquire small
cap businesses in the biopharmaceutical, medical technology/device industries or diagnostic and other services sector. We believe these
industries are attractive for a number of reasons, including: they represent attractive markets, which are characterized by a high level
of innovation and they include a large number of emerging high growth companies that have the right size as potential targets.
We believe our structure will
make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an
alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of
the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares
of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses might
find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. Furthermore,
once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering
is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent
the offering from occurring. Once public, we believe the target business should then have greater access to capital and an additional
means of providing management incentives consistent with stockholders’ interests than it would have as a privately held company.
It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting
talented employees.
While we believe that our
status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations
in our status as a blank check company as a deterrent and may prefer to affect a business combination with a more established entity or
with a private company. These inherent limitations include limitations on our available financial resources, which may be inferior to
those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek stockholder approval of a
business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence
of our outstanding rights and warrants, which may represent a source of future dilution.
2
Our Acquisition Process
In evaluating a prospective
target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent
management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will
be made available to us. In conducting our due diligence review, we intend to leverage the experience of members of our management team,
directors, sponsors and advisors on an efficient and cost-effective basis as we deploy them to review matters related to their specific
areas of functional expertise.
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our advisors or our sponsor, officers or directors. In
the event we seek to complete our initial business combination with a company that is affiliated with our officers or directors, we, or
a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial
Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company
from a financial point of view.
Members of our management
team and our independent directors directly or indirectly own founder shares and/or private placement warrants following our initial public
offering 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. Further, each of our officers and directors may have a conflict of interest
with respect to evaluating a particular business combination target 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.
Initial Business Combination
So long as we maintain a listing
for our securities on Nasdaq, our initial business combination must be with one or more target businesses that together have an aggregate
fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest
earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If
our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion
from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction
of such criteria. 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 stockholders 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 stockholders or for other reasons. However, 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 of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the
voting securities of the target, our stockholders 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 transaction. 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 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 stockholders immediately prior to our initial business combination could own less than a majority of our 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 valued for purposes of the 80% of net assets test. 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 and we will treat the target businesses together as the
initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.
Financial Position
We had funds available in
the Trust Account for a business combination of approximately $8.3 million, as of December 31, 2024. On March 21, 2025, the Company’s
stockholders elected to redeem 532,958 public shares of Common Stock in connection with the extension of our business combination
period for up to three months, from March 22, 2025, ultimately until as late as June 22, 2025. In connection with this
extension, the Company is required to make a one-time contribution of $30,000 to the Trust Account for the entire extension period, which
occurred on March 21, 2025. Following the extension, we have available funds in the Trust Account of approximately $1.9 million as of
March 21, 2025. This amount includes $2.0 million of the business combination marketing fee payable to I-Bankers and Dawson James, payable
in cash upon the Closing of our business combination with Profusa. As the business combination marketing fee exceeds the funds available
in the Trust Account, the Company is expected to use proceeds from a private financing to pay a portion of the business combination marketing
fee at the closing of the business combination.
3
Lack of Business Diversification
For an indefinite period of
time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business.
Unlike other entities that
have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will
not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial
business combination with only a single entity, our lack of diversification may:
Limited ability to evaluate the target’s
management team
Although we intend to closely
scrutinize the management of a prospective target business when evaluating the desirability of effecting our business combination with
that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management
may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of
our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more
of our directors will remain associated in some capacity with us following our business combination, it is unlikely that any of them will
devote their full efforts to our affairs subsequent to our business combination. Moreover, we cannot assure you that members of our management
team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.
Stockholders may not have the ability to approve
our initial business combination
We may conduct redemptions
without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required
by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented
in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval
is currently required under Delaware law for each such transaction.
Type of Transaction Whether Stockholder Approval is Required
Purchase of assets No
Purchase of stock of target not involving a merger with the company No
Merger of target into a subsidiary of the company No
Merger of the company with a target Yes
Under Nasdaq’s listing
rules, stockholder approval would be required for our initial business combination if, for example:
4
Permitted purchases of our securities
In the event we seek stockholder
approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender
offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination. 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 shares in such transactions. They will not make any such purchases when they are
in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under
the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of
our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have an insider trading
policy that requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of
any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine
whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including
but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases
pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
In the event that our initial
stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders
who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections
to redeem their shares. 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.
The purpose of such purchases
would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval
of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not
be met. This may result in the completion of our business combination that may not otherwise have been possible.
In addition, if such purchases
are made, the public “float” of our common stock 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.
Our initial stockholders,
officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers,
directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt
of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.
To the extent that our initial stockholders, officers, directors, advisors or their affiliates enter into a private purchase, they would
identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share
of the trust account or vote against the business combination. Our initial stockholders, officers, directors, advisors or their affiliates
will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
Any purchases by our initial
stockholders, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will
only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for
manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied
with in order for the safe harbor to be available to the purchaser. Our initial stockholders, officers, directors and/or their affiliates
will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Redemption Rights for Public Stockholders Upon
Completion of Our Initial Business Combination
In connection with a special meeting of NorthView stockholders, held
on March 10, 2023, the NorthView stockholders elected to redeem 18,000,868 public shares of NorthView Common Stock and to extend NorthView’s
business combination period monthly, for up to nine months, from March 22, 2023, ultimately until as late as December 22, 2023. Separately,
on December 21, 2023, the NorthView stockholders elected to redeem 140,663 public shares of NorthView Common Stock in connection with
a shareholder meeting, related to the extension of NorthView’s business combination period monthly, for up to three months, from
December 22, 2023, ultimately until as late as March 22, 2024. Additionally, the NorthView stockholders elected to redeem 95,394 public
shares of NorthView Common Stock in connection with a shareholder meeting on March 21, 2024, related to the extension of NorthView’s
business combination period monthly, for up to six months, from March 22, 2024, ultimately until as late as September 22,
2024. On September 19, 2024, the NorthView stockholders elected to redeem 50,556 public shares of NorthView Common Stock in
connection with the extension of NorthView’s business combination period monthly, for up to six months, from September 22,
2024, ultimately until as late as March 22, 2025. The aggregate of 18,287,481 public shares redeemed in connection with the Extension
represented approximately 75.7% of the total NorthView shares of common stock outstanding following NorthView’s IPO and approximately
96.4% of the public shares previously outstanding. As of December 31, 2024, NorthView had 687,519 public shares of NorthView Common Stock
outstanding, and held approximately $8.3 million in the Trust Account. In connection with this Extension, each monthly extension shall
require NorthView or its designee to contribute $0.05, per public share outstanding, to the Trust account. We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business
days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable)
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account
was initially approximately $10.10 per public share. This amount has increased as a result of contributions to the trust account in connection
with the Extension, as well as interest earned on the amounts held in the trust account. The per share amount we will distribute to stockholders
who properly exercise their redemption rights will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the business
combination marketing agreement. Our sponsor, officers and directors 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 and any public shares they may hold in connection with
the completion of our business combination, although they will be entitled to liquidating distributions from 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.
5
Ability to Extend Time to Complete Business
Combination
We will have until the end
of the combination period to consummate our initial business combination. However, if we anticipate that we may not be able to consummate
our initial business combination within 15 months from our initial public offering, we may, by resolution of our board if requested by
our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a
total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account
as set out below. In connection with a special meeting of NorthView stockholders, held on March 10, 2023, the NorthView stockholders elected
to redeem 18,000,868 public shares of NorthView Common Stock and to extend NorthView’s business combination period monthly, for
up to nine months, from March 22, 2023, ultimately until as late as December 22, 2023. Separately, on December 21, 2023, the NorthView
stockholders elected to redeem 140,663 public shares of NorthView Common Stock in connection with a shareholder meeting, related to the
extension of NorthView’s business combination period monthly, for up to three months, from December 22, 2023, ultimately until as
late as March 22, 2024. Additionally, the NorthView stockholders elected to redeem 95,394 public shares of NorthView Common Stock in connection
with a shareholder meeting on March 21, 2024, related to the extension of NorthView’s business combination period monthly,
for up to six months, from March 22, 2024, ultimately until as late as September 22, 2024. On September 19, 2024,
the NorthView stockholders elected to redeem 50,556 public shares of NorthView Common Stock in connection with the extension of NorthView’s
business combination period monthly, for up to six months, from September 22, 2024, ultimately until as late as March 22,
2025. On March 21, 2025, the NorthView stockholders elected to redeem 532,958 public shares of NorthView Common Stock in connection with
the extension of NorthView’s business combination period from March 22, 2025, until as late as June 22, 2025. At the time of the
stockholder vote on March 21, 2025, NorthView’s stockholders redeemed 9.1% of the total outstanding shares. The aggregate of 18,820,439
public shares redeemed in connection with the Extension represented approximately 77.9% of the total NorthView shares of common stock
outstanding following NorthView’s IPO and approximately 99.2% of the public shares previously outstanding. In connection with this
extensions, NorthView or its designee to contributed funds to the Trust Account. Any such payments have been and will be made in the form
of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete
our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. If we do
not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial stockholders contains
a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust
Account in the event that we do not complete a business combination. In the event that we receive notice from our sponsor five days prior
to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at
least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline
announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the
Trust Account to extend the time for us to complete our initial business combination. If we choose to extend the period of time to consummate
a business combination as set forth herein, you will not have the ability to vote or redeem your shares of common stock in connection
with either of the three-month extensions. However, if we seek to complete a business combination during an extension period, investors
will still be able to vote and redeem their shares of common stock in connection with that business combination.
See “Recent Developments
- Extension Meeting” above for information about our extension of the combination period from our shareholders.
Manner of Conducting Redemptions
We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business
combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender
offer. The decision as to whether we will seek stockholder approval of a proposed 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 stockholder approval under the law or stock exchange listing requirement. Under Nasdaq
rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where
we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated
certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the
tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement or we choose to seek
stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we
would be required to comply with such rules.
If a stockholder vote is not
required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated
certificate of incorporation:
Upon the public announcement
of our initial business combination, we or our initial stockholders will terminate any plan established in accordance with Rule 10b5-1
to purchase shares of our common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with
Rule 14e-5 under the Exchange Act.
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 stockholders not tendering more than a specified number of
public shares which are not purchased by our initial stockholders. If public stockholders tender more shares than we have offered to
purchase, we will withdraw the tender offer and not complete the initial business combination.
6
If, however, stockholder approval
of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business
or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:
● file proxy materials with the SEC.
In the event that we seek
stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public stockholders with the redemption rights described above upon completion of the initial business combination.
If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding
capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled
to vote at such meeting. Our sponsor, executive officers and directors will count toward this quorum and have agreed to vote their founder
shares and any public shares purchased during or after our initial public offering in favor of our initial business combination. These
quorum and voting thresholds, and the voting agreements of our sponsor, executive officers and directors may make it more likely that
we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether
they vote for or against the proposed transaction. In addition, our sponsor, officers and directors 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 and public shares in
connection with the completion of a business combination.
Redemptions of our public
shares may also be subject to a net tangible asset test or cash requirement pursuant to an agreement relating to our initial business
combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners,
(ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy
other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we
would be required to pay for all shares of common stock 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, and all shares of common stock submitted for redemption will be returned
to the holders thereof.
Limitation on redemption upon completion of
our initial business combination if we seek stockholder approval
Notwithstanding the foregoing,
if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder 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 Excess Shares. We
believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us, our initial stockholders
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 stockholder holding an aggregate of 15% or more of the shares sold in our initial public offering could threaten
to exercise its redemption rights if such holder’s shares are not purchased by us, our initial stockholders or our management at
a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to less
than 15% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably
attempt to block our ability to complete our 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 stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.
Tendering stock certificates in connection
with a tender offer or redemption rights
We may require our public
stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders,
or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,
or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
System, at the holder’s option. The tender offer or proxy materials, 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 stockholders to satisfy such
delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close
of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period,
it is advisable for stockholders to use electronic delivery of their public shares.
7
There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer
agent will typically charge the tendering broker and it would be up to the broker whether or not to pass the cost on to the redeeming
holder. However, the fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender
their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery
must be effectuated.
The foregoing is different
from the procedures used by some blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a
holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window”
after the completion of the business combination during which he or she could monitor the price of the company’s stock in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit
before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until
the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that
a redeeming holder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder
meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such
holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds
to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of
our initial business combination.
If our initial business combination
is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.
If our initial business combination
is not completed, we may continue to try to complete a business combination with a different target until the end of the combination period.
Redemption of public shares and liquidation
if no initial business combination
We will have only until the
end of the combination period to complete our initial business combination. If we are unable to complete our initial business combination
within the combination period, we will: (i) cease all operations except for the purpose of winding up, (ii) 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 (less up to $100,000 of interest to pay dissolution expenses,
which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions
with respect to our rights and warrants, which will expire worthless if we fail to complete our initial business combination within the
combination period.
Our initial stockholders have
agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination within the combination period. However, if our initial stockholders acquire public shares in or after
our initial public offering, 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 combination period.
Our sponsor, officers and
directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated
certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we
do not complete our initial business combination within the combination period or (ii) with respect to any other provision relating to