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Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-02-26 · 265 added, 162 removed, 121 unchanged (78% of the section changed)

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(a “Business Combination”).

We consummated our initial public offering on December 22, 2021 and are currently in the process

of locating suitable targets for our business combination.

We intend to use the cash proceeds from our Public Offering and the Private

Placement described below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt

to complete the Business Combination.

We consummated our initial public offering on December 22, 2021 and have identified a target

company for our business combination.

We intend to use the cash proceeds from our Public Offering and the Private Placement described

below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business

expect to incur significant costs in the pursuit of our initial Business Combination.

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or to complete our initial Business Combination will be successful.

Proposed Business Combination

Business Combination

November 7, 2022, NorthView entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among

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one-half of the Earnout Shares if both milestones are achieved).

On September 12, 2023, the parties to the Merger Agreement entered into

September 12, 2023, the parties to the Merger Agreement entered into Amendment No.

1 to the Merger Agreement ( “Amendment No.

pursuant to which the parties agreed to revise the revenue earnout milestones to reflect updated projections provided by Profusa.

Specifically,

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.

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 the Company Warrants.

1 also clarified the exercise price

of certain the Company Warrants.

On January 12, 2024, the parties to the Merger Agreement entered

into an Amendment No.

2 to the Merger Agreement (“Amendment No.

2”) 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 of consummating the APAC Joint Venture and receipt of the related funding (as described elsewhere

in this proxy statement/prospectus) during the fiscal year ended December 31, 2024.

On March 4, 2024, the parties to the Merger Agreement entered

into an Amendment No.

3 to the Merger Agreement (“Amendment No.

3”) 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

On February 11, 2025, the parties to the Merger

Agreement entered into an Amendment No.

4 to the Merger Agreement (“Amendment No.

4”) pursuant to which the parties agreed

to revise the Company Reference Value to adjust for financing proceeds received by Profusa prior to the Business Combination, along with

debt conversions and incentive shares being issued.

Additionally, Amendment No.

4 to the Merger Agreement revised the definition of “Milestone

Event III” and “Milestone Event IV” such that the parties extended the period for Profusa to consummate the APAC Joint

Venture and receive the related funding until December 31, 2025, and extended the period for Profusa to achieve Earnout Revenue of $11,864,000

for the fiscal year ended December 31, 2026.

Additionally,

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obtaining Additional Financings (as defined in the Merger Agreement).

On September 14, 2023 and September 29, 2023, the Company paid Profusa related expenses in the amount of $25,000, respectively, for a

total of $50,000.

The Profusa related expenses will not be repaid and are reflected in operating costs in the Company’s consolidated

statement of operations.

Merger Agreement Amendment and Termination

January 12, 2024, the parties to the Merger Agreement entered into an Amendment No.

2 to the Merger Agreement 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 of consummating the Tasly JV (as defined in the amended Merger Agreement)

and receipt of the related funding during the fiscal year ended December 31, 2024.

All other aspects of the Merger Agreement were unmodified.

February 16, 2024, the Company’s Board of Directors approved and authorized the Company to execute a binding term sheet (“Original

term sheet”) between the Company and Profusa, Inc.

(the “Target”) for PIPE funding with Vellar Opportunities Fund Master,

Vellar agreed to subscribe for 2,500,000 shares of common and/or preferred stock of the Target upon the

closing of the Business Combination at a price of $2.00 per share, for a total amount of $5,000,000 to be funded by Vellar immediately

prior to the Business Combination.

On May 9, 2024, the original term sheet between the Company and Profusa was amended and restated to

clarify certain provisions of the Original term sheet.

March 4, 2024, the parties to the Merger Agreement entered into Amendment No.

3 to the Merger Agreement pursuant to which the parties

agreed to revise the definition of Company Reference Value (as defined in the Merger Agreement) to adjust for financing proceeds and

debt conversions that could be received by Profusa prior to the Business Combination.

All other aspects of the Merger Agreement were

September 25, 2024, Vellar terminated the Amended and Restated Binding Principal Terms and Conditions with the Company and Profusa,

dated May 9, 2024.

On February 11, 2025, the parties entered into

Amendment No.

4 to the Merger Agreement pursuant to which the parties agreed to revise the Company Reference Value (as defined in the

Merger Agreement) to adjust for financing proceeds received by Profusa prior to the Business Combination, along with debt conversions

and incentive shares to be issued.

Additionally, the Amendment (i) revised the definition of “Milestone Event III” such that

the parties extended the period for Profusa to consummate the APAC Joint Venture (as defined in the Merger Agreement) and receive the

related funding from December 31, 2024 until December 31, 2025, and (ii) revised the definition of “Milestone Event IV” to

change the earnout revenue target from $99,702,000 for the fiscal year ended December 31, 2025 to an earnout revenue target of $11,864,000

for the fiscal year ended December 31, 2026.

of Our Combination Period

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”).

December 21, 2023, the Company held a special meeting of stockholders to vote on extending the Combination Period.

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January 2024, $1,565,078 was paid from the trust account to redeeming stockholders in connection with the extension.

As a result, the

Company has recorded a liability of $1,565,078 as common stock to be redeemed and reduced common stock subject to possible redemption

as of December 31, 2023 on the balance sheet.

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.

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.

January 2, 2024, the Company and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No.

1 to Investment

Management Trust Agreement, dated December 20, 2021, by and between the Company and CST, to allow CST, upon written instruction of the

Company, to (i) hold the funds in the Company’s trust account uninvested or (ii) hold the funds in an interest-bearing bank demand

deposit account.

March 21, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Meeting”).

At the meeting, the Company’s

stockholders approved the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which

the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the

shares of the Company’s common stock issued in the Company’s initial public offering, from March 22, 2024, monthly for up

to six additional months at the election of the Company and only upon contribution of $0.05 per month per outstanding public share, ultimately

until September 22, 2024.

connection with the meeting, the holders of 95,394 Public Shares properly exercised their right to redeem, with 5,931,825 shares

of Common Stock remaining outstanding after the Redemption;

738,075 shares of Common Stock remaining outstanding after the Redemption

are shares issued in connection with the initial public offering.

Consequently, the contribution is $36,904 per month needed for

the Company to continue to extend the Combination Period monthly.

On May 8, 2024 and May 31, 2024, the Company made two deposits of $36,904

each for April and May extension contributions.

On September 10, 2024, the Company made a deposit of $112,114, of which $110,174 was

for June, July and August extension contributions and $1,400 for lost interest due to late trust payments.

September 19, 2024, the Company held a special meeting of stockholders.

At the meeting, the Company’s stockholders approved an

amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate

its initial Business Combination to March 22, 2025.

In connection with the approval of the extension amendment, holders of 50,556 shares

of the Company’s common stock exercised their right to redeem, with 5,881,269 shares of common stock remaining outstanding after

the redemption;

687,519 shares of common stock remaining outstanding after the redemption are shares issued in connection with our initial

public offering.

Consequently, the contribution is $34,376 per month needed for the Company to continue to extend the Combination

Period monthly.

On October 4, 2024, the Company made a deposit of $34,376 for the September extension contribution.

In October 2024,

$595,439 was paid from the trust account to redeeming stockholders in connection with the extension that took place at the September

19, 2024 stockholders meeting.

On December 13, 2024, the Company made a deposit of $68,752 for the October and November extension contributions.

On December 23, 2024, the Company made a deposit of $34,376 for the December extension contribution.

On February 27, 2025, the Company

made a deposit of $49,376 for the January extension contribution and a portion ($15,000) of the February extension contribution.

7, 2025, the Company deposited the remainder of the February extension contribution of $19,376, plus interest.

On March 18, 2025, the company commenced a special

meeting of stockholders, which was adjourned until March 21, 2025 without conducting any business.

On March 21, 2025, the Company reconvened

the special meeting to approve an extension of time for the Company to consummate an initial business combination from March 22, 2025

to June 22, 2025.

The meeting was adjourned until March 21, 2025, at which the stockholders approve the extension of the business combination

period until June 22, 2025.

As a condition of the extension, the Company contributed $30,000 to the Trust Account, for the entire extension

period, on March 21, 2025.

January 10, 2024, the Company’s Board of Directors approved, and the Company amended, its Convertible Working Capital Promissory

Note (the “Note”) with the sponsor to increase the principal amount of the Note that could be drawn on to $1.5 million.

The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares

of Company common stock at a price of $2.22 per share at the election of the sponsor.

May 31, 2024, the Company’s Board of Directors approved, and the Company second amended its Convertible Working Capital Promissory

Note with the sponsor to increase the principal amount of the Note that could be drawn on to $2.5 million.

The second amended and

restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common

stock at a price of $2.22 per share at the election of the sponsor.

On December 20, 2024, the Company received a written

notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market that the Company’s securities would be delisted

from The Nasdaq Stock Market by reason of the failure of the Company to complete its initial business combination by December 20, 2024

(36 months from the effectiveness of its IPO registration statement) as required by Listing Rule IM-5101-2.

Accordingly, trading in the

Company’s Common Stock, Rights and Warrants was suspended at the opening of business on December 27, 2024 and a Form 25-NSE was

filed by Nasdaq with the Securities and Exchange Commission, which removed the Company’s securities from on the Nasdaq Stock Market.

The Company’s Common Stock, Rights and Warrants began to be quoted its on the Pink Markets operated on The OTC Market systems (“OTC

Market”) under the symbols “NVAC,” “NVACR” and “NVACW.”

of Operations

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as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

For the year ended December

31, 2023, we had net income of $1,161,910, which consisted of interest income on securities held in the Trust Account of $2,248,538 and

a gain of $701,148 for the change in fair value of our warrant liabilities and change in fair value of convertible note of $177,697,

offset by operating costs of $1,508,683, and income tax provision of $456,790.

We are required to revalue our liability-classified warrants

at the end of each reporting period and reflect in the consolidated statements of operations a gain or loss from the change in fair value

of the warrant liabilities in the period in which the change occurred.

the year ended December 31, 2022, we had net income of $7,167,738, which consisted of a gain of $6,358,235 for the change in fair value

of our warrant liabilities and interest income of $2,579,268, offset by formation and operating costs of $1,270,554 and provision for

income taxes of $499,211.

We are required to revalue our liability-classified warrants at the end of each reporting period and reflect

in the statement of operations a gain or loss from the change in fair value of the warrant liabilities in the period in which the change

For the year ended December 31, 2024, we had

net loss of $8,711,619 which consisted of operating costs of $1,351,038, income tax provision of $80,513, change in fair value of our

warrant liabilities of $539,531 and change in fair value of convertible note of $7,165,953, offset by interest income on securities held

in the Trust Account of $425,416.

For the year ended December 31, 2023, we had

net income of $1,161,910, which consisted of interest income on securities held in the Trust Account of $2,248,538 and a gain of $701,148

for the change in fair value of our warrant liabilities and change in fair value of convertible note of $177,697, offset by operating

costs of $1,508,683, and income tax provision of $456,790.

and Going Concern

As of December 31, 2023,

we had $4,519 in cash and a working capital deficit of $3,345,130.

For the year ended December

31, 2023, cash used in operating activities was $2,064,860.

Net income of $1,161,910 was impacted primarily by trust interest income

of $2,248,538, change in fair value of convertible note of $177,697, change in fair value of our warrant liabilities of $701,148.

in operating assets and liabilities reflected a use of cash of $99,387 from operating activities during such period.

As of December 31, 2024, we had $16,204 in cash and a working capital

deficit of $12,254,024.

For the year ended December 31, 2024, cash used

in operating activities was $1,296,812.

Net loss of $8,711,619 was impacted primarily by trust interest income of $425,416, change in

fair value of convertible note of $7,165,953 and change in fair value of our warrant liabilities of $539,531.

Changes in operating assets

and liabilities reflected cash provided by operating activities of $134,739 during such period.

the year ended December 31, 2024, cash provided by investing activities included $485,350 of extension payments made to the trust, $204,459

of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $3,248,878 in relation to stock

For the year ended December 31, 2024, cash used in financing activities

included $797,981 of proceeds from a convertible promissory note, $791,407 of an advance from Profusa and $3,248,878 paid out in relation

to stock redemptions.

the year ended December 31, 2023, cash used in operating activities was $2,064,860.

Net income of $1,161,910 was impacted primarily by

trust interest income of $2,248,538, change in fair value of convertible note of $177,697, change in fair value of our warrant liabilities

Changes in operating assets and liabilities reflected a use of cash of $99,387 from operating activities during such period.

the year ended December 31, 2023, cash provided by investing activities included $438,360 of extension payments made to the trust, $1,192,438

of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $184,845,836 in relation to

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and $184,845,836 of a partial stock redemption.

the year ended December 31, 2022, cash used in operating activities was $581,189.

Net income of $7,167,738 was impacted primarily by

trust interest income of $2,579,268 and change in fair value of our warrant liabilities of $6,358,235.

Changes in operating assets and

liabilities reflected a source of cash of $1,188,576 from operating activities during such period.

the year ended December 31, 2022, cash provided by investing activities included $8,447 of reimbursement from the trust of franchise

tax payments and $25,000 in reimbursement from a related party.

the year ended December 31, 2022, there was no cash used in financing activities.

to the completion of the initial public offering, our liquidity needs had been satisfied through a capital contribution from the sponsor

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Capital Loans (see Note 5).

April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $1,200,000.

The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation.

Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant.

The Company had principal outstanding of $1,121,815 and is presenting the Note at fair value on its balance sheet at December 31, 2023

in the amount of $944,118.

On April 27, 2023, the Company signed a Convertible Working Capital

Promissory Note (“the Note”) with the Sponsor for $1,200,000.

The Note is non-interest bearing and is due the earlier of the

consummation of a business combination or the date of liquidation.

The Sponsor may elect to convert all or any portion of the unpaid principal

balance of this Note into warrants, at a price of $1.00 per warrant.

On January 10, 2024, the Company’s Board of Directors approved,

and the Company amended, its Convertible Working Capital Promissory Note (the “Note”) with the sponsor to increase the principal

and the Company amended the Note to increase the principal amount of the Note that could be drawn on to $1.5 million.

and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common

stock at a price of $2.22 per share at the election of the sponsor.

On May 31, 2024, the Company’s Board of Directors approved and

the Company entered into a second amendment of its Convertible Working Capital Promissory Note with the sponsor to increase the principal

amount of the Note that could be drawn on to $2.5 million.

The amended and restated Note also allows for the conversion of the outstanding

principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor.

Company has until as late as March 22, 2024 to consummate a Business Combination.

It is uncertain that the Company will be able to consummate

a Business Combination by March 22, 2024.

If a Business Combination is not consummated by the required date, there will be an option

to either extend the time available for us to consummate our initial business combination or execute a mandatory liquidation and subsequent

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance

in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure

of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation,

and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s

ability to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements.

No adjustments

have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after March 22, 2024.

The second amended and restated Note also allows for the conversion of

the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the

election of the sponsor.

The Company had principal outstanding of $1,919,796 and is presenting the Note at fair value on its balance sheet

at December 31, 2024 in the amount of $8,908,052.

The Company has until June 22, 2025 to consummate

a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by June 22, 2025.

If a Business

Combination is not consummated by the required date, there will be an option to either extend the time available for us to consummate

our initial business combination or execute a mandatory liquidation and subsequent dissolution.

In connection with the Company’s

assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”)

Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue

as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable

to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the

next twelve months from the issuance of these consolidated financial statements.

No adjustments have been made to the carrying amounts

of assets and liabilities should the Company be required to liquidate after June 22, 2025.

Sheet Financing Arrangements

did not have any off-balance sheet arrangements as of December 31, 2024 and 2023.

of December 31, 2023 and 2022, we did not have any long-term debt, capital or operating lease obligations.

We entered into an administrative

services agreement with our sponsor pursuant to which we pay for office space and secretarial and administrative services provided to

members of our management team, in an amount of $5,000 per month.

As of June 30, 2023, the Company and the sponsor terminated this agreement.

of December 31, 2024 and 2023, we did not have any long-term debt or capital or operating lease obligations.

entered into an administrative services agreement with our sponsor pursuant to which we pay for office space and secretarial and administrative

services provided to members of our management team, in an amount of $5,000 per month.

As of June 30, 2023, the Company and the sponsor

terminated this agreement.

For the year ended December 31, 2024, $0 had been incurred and billed relating to the administrative service

For the year ended December 31, 2023, $30,000 had been incurred and billed relating to the administrative service fee.

As of December

31, 2023, $50,000 relating to the administrative service fee was not paid yet and recorded as due to related party.

NorthView previously engaged I-Bankers as an advisor to assist in holding

meetings to discuss the potential business combination and the target business’ attributes, introduce NorthView to potential investors

that are interested providing funding in connection with a Business Combination, assist NorthView in obtaining stockholder approval for

such business combination and assist NorthView with its press releases and public filings in connection with such business combination

(the “Business Combination Marketing Agreement”).

In connection with such engagement, NorthView agreed to pay I-Bankers and

Dawson James a cash fee (the “Business Combination Fee”) for such services upon the consummation of a business combination

in an amount equal to 3.68% of the gross proceeds of its initial public offering (exclusive of any applicable finders’ fees which

might become payable).

In connection with the Business Combination, NorthView, I-Bankers and Dawson James amended the Business Combination

Marketing Agreement to revise a portion of the Business Combination Fee to be partially payable in NorthView securities and partially

payable in cash upon the closing of the Merger with Profusa, with such securities to be subject to lock-up provisions.

Critical Accounting Policies and Estimates

Management’s discussion

and analysis of our results of operations and liquidity and capital resources are based on our financial information.

We describe our

significant accounting policies in Note 2 – Significant Accounting Policies, of the Notes to Consolidated Financial Statements included

in this report.

Our consolidated financial statements have been prepared in accordance with U.S.

Certain of our accounting policies

require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates.

On an ongoing

basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements

are presented fairly and in accordance with U.S.

Judgments are based on historical experience, terms of existing contracts, industry

trends and information available from outside sources, as appropriate.

31, 2024 and 2023, $50,000 relating to the administrative service fee was not paid and recorded as due to related party.

NorthView previously engaged I-Bankers as an advisor

to assist in holding meetings to discuss the potential business combination and the target business’ attributes, introduce NorthView

to potential investors that are interested providing funding in connection with a Business Combination, assist NorthView in obtaining

stockholder approval for such business combination and assist NorthView with its press releases and public filings in connection with

such business combination (the “Business Combination Marketing Agreement”).

In connection with such engagement, NorthView

agreed to pay I-Bankers and Dawson James a cash fee (the “Business Combination Fee”) for such services upon the consummation

of a business combination in an amount equal to 3.68% of the gross proceeds of its initial public offering (exclusive of any applicable

finders’ fees which might become payable).

In connection with the Business Combination, NorthView, I-Bankers and Dawson James amended

the Business Combination Marketing Agreement to revise a portion of the Business Combination Fee to be partially payable in NorthView

securities and partially payable in cash upon the closing of the Merger with Profusa, with such securities to be subject to lock-up provisions.

Subsequently, on January 19, 2025, the agreement was modified by the parties such that the Company will be required to pay $2,000,000,

payable in cash, if a business combination is consummated.

Critical Accounting Estimates

Certain of our accounting policies require that

management apply significant judgments in defining the appropriate assumptions integral to financial estimates.

On an ongoing basis, management

reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented

fairly and in accordance with U.S.

Judgments are based on historical experience, terms of existing contracts, industry trends and

information available from outside sources, as appropriate.

Some of the more significant estimates are in connection with determining

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degree of uncertainty, and, therefore, actual results could differ from our estimates.

Convertible Promissory Note

The fair value of the Company’s

convertible promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract.

The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement.

reflect management’s own assumption about the assumptions a market participant would use in pricing the working capital loan.

Promissory Note

fair value of the Company’s convertible promissory note is valued using a compound option formula on the convertible feature and

a present value of the host contract.

The valuation technique requires inputs that are both unobservable and significant to the overall

fair value measurement.

These inputs reflect management’s own assumption about the assumptions a market participant would use in

pricing the working capital loan.

account for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40.

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consolidated statements of operations.

In determining the fair value

of the Private Placement Warrants and the Representative’s Warrants assumptions related to expected share-price volatility, expected

life and risk-free interest rate are utilized.

The Company estimates the volatility of its common stock based on historical volatility

that matches the expected remaining life of the warrants.

Income Per Common Stock

have two categories of shares, which are referred to as common stock subject to possible redemption and common stock.

Earnings and losses

are shared pro rata between the two categories of shares.

The 17,404,250 potential shares of common stock for outstanding warrants

to purchase our shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants

are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net income per share of common stock

is the same as basic net income per share of common stock for the periods presented.

Stock Subject to Possible Redemption

common stock sold as part of the Units in the IPO (“public common stock”) contain a redemption feature which allows for the

redemption of such public shares in connection with our liquidation, or if there is a stockholder vote or tender offer in connection

with the initial Business Combination.

In accordance with ASC 480-10-S99, we classify public common stock subject to redemption outside

of permanent equity as the redemption provisions are not solely within our control.

The public common stock was issued with other freestanding

instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was

the allocated proceeds determined in accordance with ASC 470-20.

determining the fair value of the Private Placement Warrants and the Representative’s Warrants assumptions related to expected

share-price volatility, expected life and risk-free interest rate are utilized.

The Company estimates the volatility of its common stock

based on historical volatility that matches the expected remaining life of the warrants.

Accounting Standards

June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

This update requires financial assets

measured at amortized cost basis to be presented at the net amount expected to be collected.

The measurement of expected credit losses

is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable

forecasts that affect the collectability of the reported amount.

Since June 2016, the FASB issued clarifying updates to the new standard

including changing the effective date for smaller reporting companies.

The guidance is effective for fiscal years beginning after December 15,

2022, and interim periods within those fiscal years, with early adoption permitted.

The Company adopted ASU 2016-13 on January 1, 2023.

The adoption of ASU 2016-13 did not have a material impact on its financial statements.

In December 2023, the FASB issued ASU No.

Standards Adopted

In November 2023, the FASB

issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are

regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other

segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose

the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in

assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual

disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required

to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07, which was applied retrospectively

to all prior periods presented.

See Note 10 for further details regarding this adoption.

Standards not yet Adopted

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional

information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further

disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for Annual periods beginning after

December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

Improvements to Income Tax Disclosures (“ASU 2023-09”),

which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional

information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income

taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of

management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have

21 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis