PFSA US Equity☆

Item 1A. Risk Factors 12

Item 1B. Unresolved Staff Comments 36

Item 1C Cybersecurity 36

Item 2. Properties 36

Item 3. Legal Proceedings 36

Item 4. Mine Safety Disclosure 36

Item 6. [RESERVED] 38

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 42

Item 8. Consolidated Financial Statements and Supplementary Data 42

Item 9A. Controls and Procedures 42

Item 9B. Other Information 43

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 43

PART III

Item 10. Directors, Executive Officers and Corporate Governance 44

Item 11. Executive Compensation 49

Item 14. Principal Accountant Fees and Services 52

PART IV

Item 15. Exhibits and Financial Statement Schedules 53

Signatures 55

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.

1

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”). 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 Notification

On January 11, 2024, we received

a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance

with Nasdaq Listing Rule 5620(a) (the “Annual Stockholders Meeting Rule”) due to our failure to hold an annual meeting of

stockholders within twelve months of the end of our fiscal year end. The Notice is only a notification of deficiency, not of imminent

delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Stock Market. The Notice stated that we

had 45 calendar days, or until February 26, 2024, to submit a plan to regain compliance with the Annual Stockholders Meeting Rule. We

expect to submit to Nasdaq a plan to regain compliance with the Annual Stockholders Meeting Rule within the required timeframe, but there

can be no assurance that we will be able to do so.

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.

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.

2

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

have funds available in the Trust Account for a business combination of approximately $9.3 million, as of December 31, 2023, assuming

no further redemptions. This amount includes up to $6,986,250 of the business combination marketing fee payable to I-Bankers and Dawson James,

of which $1,921,219 would be payable in cash and $5,065,031 would be payable in NorthView Common Stock at the Closing. Assuming a share

price of $10.00 for the NorthView Common Stock, the number of shares to be issued in connection with the business combination marketing

fee would be 506,503 shares of NorthView Common Stock. Because we are able to complete our initial business combination using our cash,

debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will

allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

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:

3

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:

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.

4

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. The aggregate of 18,141,531 public shares redeemed in connection with the Extension represented approximately 75.1% of the total

NorthView shares of common stock outstanding following NorthView’s IPO and approximately 95.6% of the public shares previously

outstanding. As of December 31, 2023, NorthView had 833,469 public shares of NorthView Common Stock outstanding, and held approximately

$9.3 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, the NorthView stockholders previously elected to redeem 140,663 public shares of NorthView

Common Stock in connection with a shareholder meeting on December 21, 2023, 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. The aggregate

of 18,141,531 public shares redeemed in connection with the extension represented approximately 75.1% of the total NorthView shares of

common stock outstanding following NorthView’s IPO and approximately 95.6% of the public shares previously outstanding. 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. 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, which number will be based on the

requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both

immediately before and after the consummation of our initial business combination (so that we are not subject to the SEC’s “penny

stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial

business combination. 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.

Our

amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would

cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination

(so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject

to a higher 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 stockholders’ rights or pre-business combination activity, unless we provide our public

stockholders with the opportunity to redeem their shares of common stock 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 (which interest shall be net

of taxes payable) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount

that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial

business combination (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right

is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described

above), we would not proceed with the amendment or the related redemption of our public shares at such time.

8

We

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

funded from amounts remaining out of the proceeds held outside the trust account, although we cannot assure you that there will be sufficient

funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan

of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee

to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If

we were to expend all of the net proceeds of our initial public offering and the private placement, other than the proceeds deposited

in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount

received by stockholders upon our dissolution would be approximately $10.10. The proceeds deposited in the trust account could, however,

become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot

assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.10. Under

Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision

for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make

any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that

we will have funds sufficient to pay or provide for all creditors’ claims.

Although

we will seek to have all vendors, service providers, prospective target businesses or 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 stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that

they would 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 an 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 perform an analysis of the alternatives

available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative. 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. In order to protect the amounts held in the

trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered

or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the

amount of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the

trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net

of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any

and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial

public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is

deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not asked our sponsor to reserve for such indemnification obligations, and 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. We believe the likelihood of

our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses

as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in

the trust account.

In

the event that the proceeds in the trust account are reduced below (i) $10.10 per public share or (ii) such lesser amount per public

share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets,

in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy

its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors