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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-02-26 · 1292 added, 1124 removed, 611 unchanged (80% of the section changed)

11 unchanged sentences

Based upon that evaluation, our Certifying Officers

concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

21 unchanged sentences

may deteriorate.

conducted, under the supervision of our principal executive officer and principal financial officer, an evaluation of the effectiveness

of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

on the assessment performed, management concluded that our internal control over financial reporting was effective as of December 31,

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation

of the effectiveness of our internal control over financial reporting as of December 31, 2024, as such term is defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Based upon their evaluation, our principal executive officer and principal financial and accounting

officer, concluded that our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) were not effective as of December 31, 2024 due to the existence of material weaknesses.

Our internal controls did not detect an error

in (i) the review of the convertible promissory notes valuation and warrant valuation (ii) proper recording of accounts payable and accrued

expenses, expensing or prepaid expenses and the calculation of our income tax provision.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to a transition period

2 unchanged sentences

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

There were no changes in our internal control over financial reporting

(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than as described above.

OTHER INFORMATION.

the period covered by this Annual Report, none of the Company’s directors or executive officers has adopted or terminated a Rule

10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities

Exchange Act of 1934, as amended).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

During the period covered

by this Annual Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement

or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

directors and officers are as follows:

Directors and Executive Officers

Our directors and officers are as follows:

Co-Founder, Director, Chief Executive Officer

5 unchanged sentences

Independent Director

Stover — Co-Founder, Director and Chief Executive Officer

Stover has served as our Chief Executive Officer and director since inception.

Jack Stover - Co-Founder, Director and Chief

Executive Officer

Jack Stover has served as

our Chief Executive Officer and director since inception.

From June 2016 to November 2020, Mr.

Stover served

as president and chief executive officer of Interpace Biosciences, Inc., a publicly-traded small cap life sciences company providing

complex molecular analysis for the early diagnosis and treatment of cancer and supporting the development of targeted therapeutics.

December 2015 until June 2016, Mr.

Stover served as president and chief executive

officer of Interpace Biosciences, Inc., a publicly-traded small cap life sciences company providing complex molecular analysis for the

early diagnosis and treatment of cancer and supporting the development of targeted therapeutics.

From December 2015 until June 2016, Mr.

Stover served as interim president and chief executive officer of Interpace Biosciences, Inc.

Stover on the board of directors of Interpace Biosciences, Inc.

from August 2005 until November 2020, and was chairman of the

audit committee from August 2005 until December 2015.

Stover on the board of directors of

Interpace Biosciences, Inc.

from August 2005 until November 2020, and was chairman of the audit committee from August 2005 until December

From June 2016 to December 2016, Mr.

Stover was chairman of the audit committee

and a member of the board of directors of Viatar CTC Solutions, Inc.

From 2004 to 2008, he served as chief executive officer, president

and director of Antares Pharma, Inc., a publicly held specialty pharmaceutical company (current market cap of ~$700M) then listed on

the American Stock Exchange.

In addition to other relevant experience, Mr.

Stover was also formerly a partner with PricewaterhouseCoopers

(then Coopers and Lybrand), working in the bioscience industry division in New Jersey.

Stover was chairman of the audit committee and a member of the board of directors of Viatar

CTC Solutions, Inc.

From 2004 to 2008, he served as chief executive officer, president and director of Antares Pharma, Inc., a publicly

held specialty pharmaceutical company (current market cap of ~$700M) then listed on the American Stock Exchange.

In addition to other

relevant experience, Mr.

Stover was also formerly a partner with PricewaterhouseCoopers (then Coopers and Lybrand), working in the bioscience

industry division in New Jersey.

Stover received his B.A.

in Accounting

from Lehigh University and is a Certified Public Accountant.

in Accounting from Lehigh University and is a Certified Public Accountant.

We believe that Mr.

Stover is well-qualified to serve as a director

of our company based on Mr.

Stover’s experience holding senior leadership positions in the life sciences industry, and his

specific experience and skills in the areas of general operations, financial operations and administration.

Knechtel — Co-Founder, Director and Chief Financial Officer

Knechtel has served as our Chief Financial Officer and director since inception.

Stover is well-qualified to serve as a director of our company based on Mr.

Stover’s experience holding senior

leadership positions in the life sciences industry, and his specific experience and skills in the areas of general operations, financial

operations and administration.

Fred Knechtel - Co-Founder, Director and Chief

Financial Officer

Fred Knechtel has served as

our Chief Financial Officer and director since inception.

From August 2022 to August 2023, Mr.

served as chief financial officer of DiamiR Biosciences.

Knechtel served as chief financial officer

of DiamiR Biosciences.

From January 2020 to January 2021, Mr.

Knechtel served as chief financial

officer of Interpace Biosciences, Inc.

Knechtel served as chief financial officer of Interpace Biosciences, Inc.

From June 2018 to December 2018, Mr.

Knechtel served as chief financial officer of GENEWIZ,

From November 2014 to November 2017, Mr.

Knechtel served as chief financial officer of GENEWIZ, Inc.

From November 2014 to November 2017,

Knechtel served as group chief financial officer of Sims Metal Management.

From November

2009 to October 2014, Mr.

Knechtel served as chief financial officer of Remy International, Inc.

Knechtel received a Bachelor

of Engineering from Stony Brook University and a M.B.A in Finance from Hofstra University.

From November 2009 to October 2014, Mr.

Knechtel served

as chief financial officer of Remy International, Inc.

Knechtel received a Bachelor of Engineering from Stony Brook University and

a M.B.A in Finance from Hofstra University.

We believe that Mr.

Knechtel is well-qualified

to serve as a director of our company based on Mr.

Knechtel’s experience holding high level executive positions in the life

sciences industry, and his financial and accounting experience.

O’Rourke — Chairman of the Board

O’Rourke has served as our chairman of the board since the effective date of our initial public offering.

Since December 2018,

O’Rourke has served as Managing Partner at TCI Partners, a consulting firm focused on healthcare, aerospace and the public

From November 2020-August 2022, Mr.

O’Rourke was President and Director for Western Magnesium, where he

created the U.S.

operations strategy and team during the successful technology pilot phase of the company, and led enterprise and defense

business development, government affairs, and communications.

Knechtel is well-qualified to serve as a director of our company based

Knechtel’s experience holding high level executive positions in the life sciences industry, and his financial and accounting

Peter O’Rourke - Chairman of the Board

Peter O’Rourke has served

as our chairman of the board since the effective date of our initial public offering.

Since December 2018, Mr.

O’Rourke has served

as Managing Partner at TCI Partners, a consulting firm focused on healthcare, aerospace and the public sector.

From November 2020-August

O’Rourke was President and Director for Western Magnesium, where he created the U.S.

operations strategy and team during

the successful technology pilot phase of the company, and led enterprise and defense business development, government affairs, and communications.

From January 2017 to December 2018, Mr.

O’Rourke served

as the Acting Secretary and Chief of Staff of the Department of Veteran Affairs.

O’Rourke served as the Acting Secretary and Chief of Staff of the Department of Veteran

From May 2015 to July 2016, Mr.

served as a principal of Calibre Systems, Inc., a consulting firm.

O’Rourke also served in both the U.S.

O’Rourke served as a principal of Calibre Systems, Inc., a consulting firm.

also served in both the U.S.

Navy and Air Force.

O’Rourke served as Director for AXIM Biotechnologies from July 2020 to present.

AXIM is a vertically integrated

research and development company focused on improving the landscape for the diagnosis of ophthalmological conditions such as Dry Eye

Disease (DED) through rapid diagnostic tests.

O’Rourke received a Bachelor of Arts in Political Science from the University

of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United States Air Force’s

Institute of Technology.

AXIM is a vertically integrated research and development company focused on improving the landscape for the diagnosis of ophthalmological

conditions such as Dry Eye Disease (DED) through rapid diagnostic tests.

O’Rourke received a Bachelor of Arts in Political Science

from the University of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United

States Air Force’s Institute of Technology.

We believe that Mr.

O’Rourke is well-qualified to serve as a director of our company based on Mr.

O’Rourke is well-qualified to serve as a director of our company

O’Rourke’s leadership and consulting experience in the healthcare industry.

Johnson — Director

Johnson has served as a director since the effective date of our initial public offering.

Ed Johnson - Director

Ed Johnson has served as a

director since the effective date of our initial public offering.

Since March 2020, Mr.

served as the chief executive officer of iONEBIOUSA Molecular COVID-19 Technologies, which he founded.

Johnson has served as the chief executive officer

of iONEBIOUSA Molecular COVID-19 Technologies, which he founded.

Since March 2018, Mr.

has served as chief executive officer of Johnson Global Ventures, LLC.

Johnson has served as chief executive officer of

Johnson Global Ventures, LLC.

Since March 2018, Mr.

Johnson has served on the Advisory

Board to Advantage Capital Partners.

Johnson received a Bachelor of Science in Marketing from Florida State University and a

Johnson has served on the Advisory Board to Advantage Capital Partners.

received a Bachelor of Science in Marketing from Florida State University and a M.B.A.

from Nova Southeastern University.

We believe that Mr.

Johnson is well-qualified to serve as a director of our company

We believe that

Johnson is well-qualified to serve as a director of our company based on Mr.

Johnson’s healthcare focused experience.

Chung — Director

Chung has served as a director since the effective date of our initial public offering.

Lauren Chung - Director

Lauren Chung has served as

a director since the effective date of our initial public offering.

Since November 2019, Dr.

Chung has served

as chief executive officer of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational,

and commercial opportunities, and venture partner at Yozma Group.

Chung has served as chief executive officer

of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational, and commercial opportunities,

and venture partner at Yozma Group.

From May 2017 to November 2019, Dr.

Chung was an Equity Research

Managing Director at WestPark Capital.

Chung was an Equity Research Managing Director at WestPark Capital.

From August 2016 to April 2017, Dr.

Chung as in equity research at Maxim Group.

Chung founded and served as chief operating officer and chief compliance officer of Tokum Capital Management, a global healthcare

investment fund.

Prior to that, she managed healthcare investment portfolios at institutional investment firms.

as director of Todos Medical Ltd.

Chung previously served as director of Cure Pharmaceutical Holding Corp from August 2019 until

November 2021, UltraSight, Inc from December 2020 to December 2021, and AdiTxt, Inc.

Previously, Dr.

Chung founded and served as chief operating

officer and chief compliance officer of Tokum Capital Management, a global healthcare investment fund.

Prior to that, she managed healthcare

investment portfolios at institutional investment firms.

Chung serves as director of Todos Medical Ltd.

Chung previously served

as director of Cure Pharmaceutical Holding Corp from August 2019 until November 2021, UltraSight, Inc from December 2020 to December 2021,

and AdiTxt, Inc.

from June 2021 until December 2021.

holds a Ph.D.

in Neuropathology from Columbia University-College of Physicians & Surgeons, an M.B.A from Columbia Business School,

and a BA with honors in Biochemistry and Economics from Wellesley College.

We believe that Dr.

Chung is well-qualified to serve

as a director of our company based on Dr.

Chung’s extensive corporate board and investment analysis experience.

of Officers and Directors

board of directors consists of five directors.

We may not hold an annual meeting of stockholders until after we consummate our initial

business combination.

Our officers are elected by the board of directors and serve at the discretion of the board of directors,

rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws

as it deems appropriate.

Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director” is defined

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

Chung holds a Ph.D.

in Neuropathology from Columbia University-College of Physicians

& Surgeons, an M.B.A from Columbia Business School, and a BA with honors in Biochemistry and Economics from Wellesley College.

believe that Dr.

Chung is well-qualified to serve as a director of our company based on Dr.

Chung’s extensive corporate board and

investment analysis experience.

Number of Officers and Directors

Our board of directors consists

of five directors.

We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Director Independence

The Nasdaq listing standards

require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person

other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out

the responsibilities of a director.

Our board of directors have determined that Dr.

O’Rourke are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

of the Board of Directors

board of directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described

Our audit committee, compensation committee and nominating and corporate governance committee is composed solely of independent

members of our audit committee are Dr.

Johnson and Mr.

Chung serves as chair of the

O’Rourke are “independent

directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled

meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has

three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Each committee

operates under a charter that has been approved by our board and has the composition and responsibilities described below.

Our audit committee,

compensation committee and nominating and corporate governance committee is composed solely of independent directors.

Audit Committee

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members on the audit

The rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely

of independent directors.

The members of our audit committee

Johnson and Mr.

O’Rourke qualify as independent directors under applicable

Each member of the audit committee is financially literate and our board of directors has determined that Dr.

Chung qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

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

the appointment, compensation,

retention, replacement, and oversight of the work of the independent registered accounting firm and any other independent registered

public accounting firm engaged by us;

pre-approving all audit

and non-audit services to be provided by the independent registered accounting firm or any other registered public accounting firm

engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing

with the independent registered accounting firm all relationships the auditors have with us in order to evaluate their continued

independence;

setting clear hiring policies

for employees or former employees of the independent registered accounting firm;

setting clear policies

for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing

a report, at least annually, from the independent registered accounting firm describing (i) the independent registered accounting

firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control

review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within,

the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such

reviewing and approving

any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us

entering into such transaction;

reviewing with management,

the independent registered accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

members of our Compensation Committee are Mr.

Chung serves as chair of the audit committee.

Under the Nasdaq listing standards

and applicable SEC rules, we are required to have at least three members on the audit committee.

The rules of Nasdaq and Rule 10A-3 of

the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

O’Rourke qualify as independent directors under applicable rules.

Each member of the audit committee is financially literate

and our board of directors has determined that Dr.

Chung qualifies as an “audit committee financial expert” as defined in

applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent registered accounting firm and any other

independent registered public accounting firm engaged by us;

● pre-approving

all audit and non-audit services to be provided by the independent registered accounting firm or any other registered public accounting

firm engaged by us, and establishing pre-approval policies and procedures;

and discussing with the independent registered accounting firm all relationships the auditors have with us in order to evaluate their

continued independence;

clear hiring policies for employees or former employees of the independent registered accounting firm;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered accounting firm describing (i) the independent registered

accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control

review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the

preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

with management, the independent registered accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance

matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise

material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules

promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

The members of our Compensation

Committee are Mr.

Chung, and Mr.

Johnson serves as chair

of the compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members

on the compensation committee, all of whom must be independent.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our

Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

Johnson serves as chair of the compensation committee.

Under the Nasdaq

listing standards and applicable SEC rules, we are required to have at least two members on the compensation committee, all of whom must

be independent.

We have adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation;

reviewing and approving

the compensation of all of our other executive officers;

reviewing our executive

compensation policies and plans;

implementing and administering

our incentive compensation equity-based remuneration plans;

assisting management in

complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

producing a report on executive

compensation to be included in our annual proxy statement;

reviewing, evaluating and

recommending changes, if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

and Corporate Governance Committee

members of our nominating and corporate governance are Dr.

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

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

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and

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

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

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating

and corporate governance are Dr.

O’Rourke and Mr.

Chung serves as chair

of the nominating and corporate governance committee.

primary purposes of our nominating and corporate governance committee will be to assist the board in:

identifying, screening

and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for

election at the annual meeting of stockholders or to fill vacancies on the board of directors;

developing, recommending

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

coordinating and overseeing

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

reviewing on a regular

basis our overall corporate governance and recommending improvements as and when necessary.

nominating and corporate governance committee is governed by a charter that complies with the rules of Nasdaq.

nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the

annual meeting of the stockholders.

The board of directors will also consider director candidates recommended for nomination by our stockholders

during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable,

a special meeting of stockholders).

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right

to recommend director candidates for nomination to our board of directors.

have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed a copy of our form of Code of Ethics

and our audit committee charter as exhibits to the registration statement we filed in connection with our initial public offering.

are able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov .

In addition, a copy

of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain

provisions of our Code of Ethics in a Current Report on Form 8-K.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for

an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these fiduciary obligations

under applicable law.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will

materially affect our ability to complete our business combination.

Our amended and restated certificate of incorporation provides that

we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue.

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

None of our officers or

directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating

his or her time among various business activities.

Our sponsor, executive

officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they

hold in connection with the consummation of our initial business combination.

Additionally, our sponsor, executive officers and directors

have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination

within the combination period, although they will be entitled to liquidating distributions from the trust account with respect to

any public shares they hold.

If we do not complete our initial business combination within such applicable time period, the proceeds

of the sale of the private placement warrants will be used to fund the redemption of our public shares, and the private placement

warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or salable

by our initial stockholders until the earlier of (1) one year after the completion of our initial business combination and (2) the

date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after our

initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for

cash, securities or other property.

Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares

will be released from the lock-up.

With certain limited exceptions, the private placement warrants and the securities underlying

such warrants will not be transferable, assignable or salable by our initial stockholders until 30 days after the completion of our

initial business combination.

Since our initial stockholders and officers and directors may directly or indirectly own common stock

and warrants following our initial public offering, our officers and directors may have

a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our

Chung serves as chair of the nominating and corporate

governance committee.

The primary purposes of our

nominating and corporate governance committee will be to assist the board in:

● identifying,

screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination

for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

● developing,

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

● coordinating

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

of the company;

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

The nominating and corporate

governance committee is governed by a charter that complies with the rules of Nasdaq.

Director Nominations

Our nominating and corporate

governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the stockholders.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they

are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of

stockholders).

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination

to our board of directors.

Code of Ethics

We have adopted a Code of

Ethics applicable to our directors, officers and employees.

We have filed a copy of our form of Code of Ethics and our audit committee

charter as exhibits to the registration statement we filed in connection with our initial public offering.

You are able to review these

documents by accessing our public filings at the SEC’s website at www.sec.gov .

In addition, a copy of the Code of Ethics

will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our

Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which

such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of our

officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current

fiduciary or contractual obligations, he or she will honor these fiduciary obligations under applicable law.

We do not believe, however,

that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity

offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue.

Potential investors should

also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest

in allocating his or her time among various business activities.

sponsor, executive officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public

shares they hold in connection with the consummation of our initial business combination.

Additionally, our sponsor, executive officers

and directors have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial

business combination within the combination period, although they will be entitled to liquidating distributions from the trust account

with respect to any public shares they hold.

If we do not complete our initial business combination within such applicable time period,

the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public shares, and the private

placement warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or

salable by our initial stockholders until the earlier of (1) one year after the completion of our initial business combination and (2)

the date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after our

initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per

share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from

With certain limited exceptions, the private placement warrants and the securities underlying such warrants will not be

transferable, assignable or salable by our initial stockholders until 30 days after the completion of our initial business combination.

Since our initial stockholders and officers and directors may directly or indirectly own common stock and warrants following our initial

public offering, our officers and directors 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.

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

initial business combination.

Our officers and directors

may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any

such officers and directors was included by a target business as a condition to any agreement with respect to our initial business

Our initial stockholders,

officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements

as we may obtain loans from our initial stockholders or an affiliate of our initial stockholders or any of our officers or directors

to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be,

at the option of the lender, convertible into placement warrants at a price of $1.00 per warrant.

Such units would be identical to

the private placement warrants, including as to exercise price, exercisability and exercise period.

Our initial stockholders,

officers and directors may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which

would only be repaid if we complete an initial business combination.

Our officers and directors

may be paid consulting, finder or success fees for assisting us in consummating our initial business combination.

conflicts described above may not be resolved in our favor.

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business

opportunities to a corporation if:

the corporation could financially

undertake the opportunity;

the opportunity is within

the corporation’s line of business;

it would not be fair to

the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers

or directors.

In the event we seek to complete our initial business combination with such a company, we, or a committee of independent

directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting

firm, that such an initial business combination is fair to our company from a financial point of view.

the event that we submit our initial business combination to our public stockholders for a vote, our sponsor, executive officers, and

directors have agreed to vote their founder shares and any public shares purchased in or after our initial public offering in favor of

our initial business combination.

following table summarizes the relevant pre-existing fiduciary or contractual obligations of our officers and directors:

at affiliated entity

Onconova Therapeutics,

initial stockholders, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing

arrangements as we may obtain loans from our initial stockholders or an affiliate of our initial stockholders or any of our officers

or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans

may be, at the option of the lender, convertible into placement warrants at a price of $1.00 per warrant.

Such units would be identical

to the private placement warrants, including as to exercise price, exercisability and exercise period.

initial stockholders, officers and directors may be owed reimbursement for expenses incurred in connection with certain activities on

our behalf which would only be repaid if we complete an initial business combination.

officers and directors may be paid consulting, finder or success fees for assisting us in consummating our initial business combination.

The conflicts described above

may not be resolved in our favor.

In general, officers and directors

of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers or directors.

event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain

an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such an

initial business combination is fair to our company from a financial point of view.

In the event that we submit

our initial business combination to our public stockholders for a vote, our sponsor, executive officers, and directors have agreed to

vote their founder shares and any public shares purchased in or after our initial public offering in favor of our initial business combination.

The following table summarizes

the relevant pre-existing fiduciary or contractual obligations of our officers and directors:

Position at affiliated entity

Onconova Therapeutics, Inc.

Fred Knechtel

2 unchanged sentences

AXIM Biotechnologies

Johnson Global Ventures

Johnson Global Ventures LLC

Advantage Capital Partners

1 unchanged sentence

Todos Medical Ltd.

on Liability and Indemnification of Officers and Directors

amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent

authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation

provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors,

except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL.

entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided

for in our amended and restated certificate of incorporation.

Our bylaws also permit us to maintain insurance on behalf of any officer,

director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

We have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against

the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our

officers and directors.

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,

if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary

to attract and retain talented and experienced officers and directors.

Limitation on Liability and Indemnification

of Officers and Directors

Our amended and restated certificate

of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law,

as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our

directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent

such exemption from liability or limitation thereof is not permitted by the DGCL.

We entered into agreements

with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended

and restated certificate of incorporation.

Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee

for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

We have obtained

a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,

settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage

stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise

benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs

of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions,

the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented

and experienced officers and directors.

EXECUTIVE COMPENSATION

Officer and Director Compensation

of our executive officers or directors have received any cash compensation for services rendered to us.

Until the earlier of consummation

of our initial business combination and our liquidation, beginning on the closing date of our initial public offering, we had agreed

to pay an affiliate of one of our officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative

and consulting services.

Executive Officer and Director Compensation

None of our executive officers

or directors have received any cash compensation for services rendered to us.

Until the earlier of consummation of our initial business

combination and our liquidation, beginning on the closing date of our initial public offering, we had agreed to pay an affiliate of one

of our officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services.

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

Our executive officers and directors,

or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our

behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee

will review on a quarterly basis all payments that were made to our sponsor, officers, directors or their affiliates.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,

management or other fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known,

in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will

be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will

be determined by a compensation committee constituted solely by independent directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment

or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our executive officers and directors that provide for benefits upon termination of employment.

Committee Interlocks and Insider Participation

of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation

committee of any entity that has one or more executive officers serving on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our common stock as of February 23, 2024 based on information

obtained from the persons named below, with respect to the beneficial ownership of our shares of common stock, by:

each person known by us

to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our executive officers

and directors;

all our executive officers

and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement

warrants as these warrants are not exercisable within 60 days of the date of this Report.

Name and Address of Beneficial Owner (1)

Shares Beneficially

Our executive officers and directors, or any of their respective

affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly

basis all payments that were made to our sponsor, officers, directors or their affiliates.

After the completion of our

initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other

fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer

materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely

the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible

for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined

by a compensation committee constituted solely by independent directors.

We do not intend to take any

action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to

remain with us after the initial business combination.

The existence or terms of any such employment or consulting arrangements to retain

their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe

that the ability of our management to remain with us after the consummation of our initial business combination will be a determining

factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers

and directors that provide for benefits upon termination of employment.

Compensation Committee Interlocks and Insider Participation

None of our executive officers

currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that

has one or more executive officers serving on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows the beneficial ownership of NorthView Common

Stock as of March 28, 2025 by:

● each person known by NorthView to beneficially own more than

5% of the outstanding NorthView Common Stock;

● each of NorthView’s named executive officers and directors;

● all of NorthView’s executive officers and directors

Unless otherwise indicated, NorthView believes that all persons named

in the table have sole voting and investment power with respect to all shares beneficially owned by them.

Except as otherwise noted herein,

the number and percentage of NorthView Common Stock beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act,

and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rule, beneficial ownership

includes any Profusa Common Stock as to which the holder has sole or shared voting power or investment power and also any NorthView Common

Stock which the holder has the right to acquire within 60 days of March 21, 2025 through the exercise of any option, conversion or

any other right.

As of March 28, 2025, there were 5,348,311 shares of NorthView Common

Stock outstanding.

Percentage of

Name of Beneficial Owner (1)

Executive Officers and Directors:

Jack Stover (3)(2)

3 unchanged sentences

Lauren Chung (4)

All directors and executive officers as a group (5 individuals)

otherwise noted, the business address of each of the following entities or individuals 207 West 25 th St, 9 th Floor,

New York, NY 10001.

(2) Interests

shown consist solely of founder shares.

on 6,027,219 shares of common stock outstanding.

are held by NorthView Sponsor I, LLC, a limited liability company, of which Messrs.

All directors and executive officers as a group (five individuals)

Five Percent or More Holders:

NorthView Sponsor I, LLC (3)(2)

* Represents less than 1%

(1) Unless otherwise noted, the business address of each of the

following entities or individuals 207 West 25 th St, 9 th Floor, New York, NY 10001.

(2) Interests shown consist solely of founder shares.

(3) Shares are held by NorthView Sponsor I, LLC, a limited

liability company, of which Messrs.

Stover and Knechtel are the managers.

this limited liability company include certain officers and directors of the company.

Stover and Knechtel disclaim beneficial

ownership of the reported shares other than to the extent of their ultimate pecuniary interest therein.

Members of this limited liability company include certain officers

and directors of the company.

Stover and Knechtel disclaim beneficial ownership of the reported shares other than to the extent

of their ultimate pecuniary interest therein.

not include any securities held by NorthView Sponsor I, LLC, a limited liability company, of which each person is a direct or indirect

Each such person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

April 2021, our sponsor purchased 5,175,000 founder shares for an aggregate purchase price of $25,000.

In October 2021, our sponsor

forfeited 862,500 founder shares.

On December 20, 2021, we effected a 1.1- for-1 stock dividend of our common stock, resulting

in an aggregate of 4,743,750 founder shares (up to 618,750 of which are subject to forfeiture).

sponsor purchased an aggregate of 5,162,500 private placement warrants, each exercisable to purchase one share of common stock at $11.50

per share, at a price of $1.00 per warrant ($5,162,500 in the aggregate), in a private placement that closed simultaneously with the

closing of our initial public offering.

The private placement warrants (including the shares of common stock issuable upon exercise of

the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after

the completion of our initial business combination.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity

to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination

opportunity to such entity prior to presenting such business combination opportunity to us.

Our executive officers and directors currently

have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

entered into an Administrative Services Agreement pursuant to which we pay NorthView Sponsor I, LLC, an affiliate of one of our officers,

a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services.

Upon completion

of our initial business combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation

of our initial business combination takes the maximum 21 months, NorthView Sponsor I, LLC will be paid a total of $105,000 ($5,000 per

month) for office space, utilities, secretarial support and other administrative and consulting services and will be entitled to be reimbursed

for any out-of-pocket expenses.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

In April 2021, our sponsor

purchased 5,175,000 founder shares for an aggregate purchase price of $25,000.

In October 2021, our sponsor forfeited 862,500 founder

On December 20, 2021, we effected a 1.1- for-1 stock dividend of our common stock, resulting in an aggregate of 4,743,750 founder

shares (up to 618,750 of which are subject to forfeiture).

Our sponsor purchased an aggregate

of 5,162,500 private placement warrants, each exercisable to purchase one share of common stock at $11.50 per share, at a price of $1.00

per warrant ($5,162,500 in the aggregate), in a private placement that closed simultaneously with the closing of our initial public offering.

The private placement warrants (including the shares of common stock issuable upon exercise of the private placement warrants) may not,

subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.

If any of our officers or

directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she

has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such

entity prior to presenting such business combination opportunity to us.

Our executive officers and directors currently have certain relevant

fiduciary duties or contractual obligations that may take priority over their duties to us.

We entered into an Administrative

Services Agreement pursuant to which we pay NorthView Sponsor I, LLC, an affiliate of one of our officers, a total of $5,000 per month

for office space, utilities, secretarial support and other administrative and consulting services.

Upon completion of our initial business

combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our initial business

combination takes the maximum 21 months, NorthView Sponsor I, LLC will be paid a total of $105,000 ($5,000 per month) for office space,

utilities, secretarial support and other administrative and consulting services and will be entitled to be reimbursed for any out-of-pocket

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

sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors

or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling

on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

to the closing of our initial public offering, our sponsor loaned us $204,841 to be used for a portion of the expenses of our initial

public offering.

These loans were non-interest bearing, unsecured and were repaid on the closing of our initial public offering.

addition, in order to finance transaction costs in connection with an intended initial business combination, our initial stockholders

or an affiliate of our initial stockholders or certain of our officers and directors may, but are not obligated to, loan us funds as

may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business

combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but

no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be, at the option of the lender,

convertible into warrants at a price of $1.00 per warrant of the post business combination entity.

The warrants would be identical to

the private placement warrants, including as to exercise price, exercisability and exercise period.

The terms of such loans, if any,

have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other

than our initial stockholders or an affiliate of our initial stockholders or certain officers and directors as we do not believe third

parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

may pay consulting, finder or success fees to our initial stockholders, officers, directors or their affiliates for assisting us in consummating

our initial business combination.

Other than these consulting, finder or success fees, no compensation of any kind will be paid by us

to our initial stockholders, executive officers and directors, or any of their respective affiliates, for services rendered prior to

or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on

suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our initial stockholders,

officers, directors or our or their affiliates.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender

offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will

be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial

business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer

and director compensation.

entered into a registration rights agreement with respect to the founder shares and private placement warrants (and underlying securities).

for Approval of Related Party Transactions

audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval

or ratification of “related party transactions.” Pursuant to the policy, the audit committee will consider (i) the relevant

facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be

obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in

the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee

believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the

effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility

to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including

all relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions only if our audit

committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy will not permit

any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which

he or she is the related party.

Our sponsor, executive officers

and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates

and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement

of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the closing of our

initial public offering, our sponsor loaned us $204,841 to be used for a portion of the expenses of our initial public offering.

loans were non-interest bearing, unsecured and were repaid on the closing of our initial public offering.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, our initial stockholders or an affiliate of our initial

stockholders or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close,

we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust

account would be used for such repayment.

Up to $1,500,000 of such loans may be, at the option of the lender, convertible into warrants

at a price of $1.00 per warrant of the post business combination entity.

The warrants would be identical to the private placement warrants,

including as to exercise price, exercisability and exercise period.

The terms of such loans, if any, have not been determined and no written

agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our initial stockholders or an affiliate

of our initial stockholders or certain officers and directors as we do not believe third parties will be willing to loan such funds and

provide a waiver against any and all rights to seek access to funds in our trust account.

We may pay consulting, finder

or success fees to our initial stockholders, officers, directors or their affiliates for assisting us in consummating our initial business

Other than these consulting, finder or success fees, no compensation of any kind will be paid by us to our initial stockholders,

executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion

of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection

with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our initial stockholders, officers, directors or our

or their affiliates.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation

materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable,

as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

We entered into a registration

rights agreement with respect to the founder shares and private placement warrants (and underlying securities).

Policy for Approval of Related Party Transactions

The audit committee of our

board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related

party transactions.” Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each

related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings

with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction

contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction

to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have on a director’s

status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

Management will present

to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto.

the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance

with the guidelines set forth in the policy.

The policy will not permit any director or executive officer to participate in the discussion

of, or decision concerning, a related person transaction in which he or she is the related party.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

the years ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $210,752 and

$128,750 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 consolidated financial statements

included in this Annual Report on Form 10K.

Audit-Related

During the years ended December 31, 2023 and 2022, our independent registered public accounting firm did not render any audit-related

services to us not already covered in “Audit Fees” above.

During the years ended December

31, 2024 and 2023, fees for our independent registered public accounting firm were approximately $191,946 and $108,148 for the services

Marcum performed in connection with the audit of our December 31, 2024 and 2023 consolidated financial statements included in this Annual

Report on Form 10K.

Audit-Related Fees.

During the years ended

December 31, 2024 and 2023, fees for our independent registered public accounting firm were approximately $62,335 and $102,604 for the

services Marcum performed in connection with any audit-related services.

During the years ended December 31, 2024 and 2023, our independent registered public accounting firm did not render services

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Financial Statements

financial statements and notes thereto which are attached hereto have been included by reference into Item 8 of this part of the annual

report on Form 10-K.

See the Index to Consolidated Financial Statements.

The financial statements and notes thereto

which are attached hereto have been included by reference into Item 8 of this part of the annual report on Form 10-K.

See the Index to

Consolidated Financial Statements.

Financial Statement Schedules

schedules are omitted because they are inapplicable or not required or the required information is shown in the financial statements

or notes thereto.

All schedules are omitted because they

are inapplicable or not required or the required information is shown in the financial statements or notes thereto.

Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among NorthView, NV Profusa Merger Sub, Inc.

1 unchanged sentence

(incorporated by reference to exhibit 2.1 of the Current Report on Form 8-K, filed November 10, 2022)

1 to Merger Agreement, dated September 12, 2023, by and among NorthView, Profusa and Merger Sub (incorporated by reference to

Exhibit 2.2 of the Current Report on Form 8-K, filed September 13, 2023)

Amendment No.

1 to Merger Agreement, dated September 12, 2023, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed September 13, 2023)

Amendment No.

2 to Merger Agreement, dated January 12, 2024, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed January 22, 2024)

Amendment No.

3 to Merger Agreement, dated March 4, 2024, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed March 14, 2024)

Amendment No.

4 to Merger Agreement, dated February 11, 2025, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed February 19, 2025)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed December 23, 2021)

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Bylaws (incorporated by reference to exhibit 3.3 of the Form S-1 file no 333-257156)

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on March 26, 2024)

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on September 23, 2024)

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on March 26, 2025)

Warrant Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to exhibit 4.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Rights Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to exhibit 4.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Description of Registrant’s Securities (incorporated by reference to exhibit 4.3 of the Annual Report on Form 10-K, filed with the

SEC on March 6, 2023)

Description of Registrant’s Securities (incorporated by reference to exhibit 4.3 of the Annual Report on Form 10-K, filed with the SEC on March 6, 2023)

Letter Agreement, dated December 20, 2021, by and among the Company, NorthView Sponsor I, LLC and each of the officers and directors of the Company (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

5 unchanged sentences

Form of Indemnity Agreement (incorporated by reference to exhibit 10.7 of the Form S-1 file no.

Form of Administrative Services Agreement, by and between the Company and NorthView Sponsor I, LLC (incorporated by reference to exhibit

10.8 of the Form S-1 file no.

Form of Administrative Services Agreement, by and between the Company and NorthView Sponsor I, LLC (incorporated by reference to exhibit 10.8 of the Form S-1 file no.

Business Combination Marketing Agreement dated December 20, 2021 between the Registrant and I-Bankers Securities, Inc.

6 unchanged sentences

Code of Ethics (incorporated by reference to exhibit 14 of the Form S-1 file no.

Insider Trading Policy of the Company

Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Executive Incentive Clawback Policy

Executive Incentive Clawback Policy (incorporated by reference to exhibit 97.1 of Form 10-K, filed February 26, 2024)

Inline XBRL Instance Document

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Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

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FORM 10-K SUMMARY

NORTHVIEW ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 ) F-2

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Notes to Consolidated Financial Statements F-7 to F-23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

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prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company’s business plan

is dependent on the completion of a business combination, and management has determined that if the Company is unable to complete a business

combination by March 22, 2024, then the Company will cease all operations except for the purpose of liquidating.

The date for mandatory

liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern.

plans are described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As described in Note 1 to the financial statements, the Company is

a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses on or before June 22, 2025.

The Company entered

into a definitive business combination agreement with a business combination target on November 7, 2022;

however, the completion of this

transaction is subject to the approval of the Company’s stockholders among other conditions.

There is no assurance that the Company

will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations,

and complete the transaction prior to June 22, 2025, if at all.

The Company also has no approved plan in place to extend the business

combination deadline and fund operations for any period of time after June 22, 2025, in the event that it is unable to complete a business

combination by that date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary

should the Company be unable to continue as a going concern.

Basis for Opinion

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

February 23, 2024

NORTHVIEW ACQUISITION CORPORATION

CONSOLIDATED BALANCE SHEETS

March 28, 2025

ACQUISITION CORPORATION

BALANCE SHEETS

Current Assets:

Prepaid expenses and other current assets

Prepaid income taxes

Cash and marketable securities held in Trust Account

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Cash and marketable securities held in Trust Account

$ 194,736,486

Liabilities, Redeemable Common Stock and Stockholders’ Deficit

Current Liabilities:

Accrued expenses

Accounts payable and accrued expenses

Advance from Profusa

Excise tax payable

1 unchanged sentence

Income tax payable

Convertible promissory note

Convertible promissory note – related party

Due to related party

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( 12,957,266 )

( 3,459,829 )

Total Stockholders’ Deficit

( 12,956,747 )

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

( 3,459,310 )

(1) In connection with the special meeting of stockholders to vote on extending the Combination Period, on December 21, 2023, 140,663 shares of the Company’s common stock were redeemed at a per share price of $11.13.

In 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 consolidated balance sheet .

The accompanying notes are an integral part

of the consolidated financial statements

NORTHVIEW ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Operating costs

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

connection with the special meeting of stockholders to vote on extending the Combination Period, on December 21, 2023, 140,663 shares

of the Company’s common stock were redeemed at a per share price of $11.13.

In 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 consolidated balance

accompanying notes are an integral part of the consolidated financial statements

ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Year Ended

Formation and operating costs

Loss from operations

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( 1,508,683 )

Other income (expense):

Interest income earned on investments held in trust account

Change in fair value of convertible note

( 7,165,953 )

Change in fair value of warrant liabilities

Total other income, net

Income before provision for income taxes

Provision for income taxes

Total other (expense) income, net

( 7,280,068 )

(Loss) income before provision for income tax

( 8,631,106 )

Income tax provision

Net (loss) income

$ ( 8,711,619 )

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income per share, common stock subject to possible redemption

Basic and diluted net (loss) income per share, common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net income per share, common stock

The accompanying notes are an integral part

of the consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Basic and diluted net (loss) income per share, common stock

accompanying notes are an integral part of the consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Stockholders’

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$ ( 619,476 )

Accretion of common stock to redemption amount

Accretion of common stock to redemption value

( 2,137,638 )

Balance as of December 31, 2022

Excise tax payable attributable to redemption of common stock

( 1,864,106 )

Stockholders’

Balance as of December 31, 2023

1 unchanged sentence

$ ( 3,459,310 )

Accretion of common stock to redemption amount

Stockholders’

Balance as of December 31, 2023

$ ( 3,459,829 )

$ ( 3,459,310 )

Excise tax on stock redemptions

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

( 8,711,619 )

3 unchanged sentences

$ ( 12,956,747 )

The accompanying notes are an integral part

of the consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

accompanying notes are an integral part of the consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

For the Year Ended

Cash flows from operating activities:

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

Interest income on cash and marketable securities held in Trust Account

Net (loss) income

$ ( 8,711,619 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Interest income on cash and marketable securities held in Trust Account

( 2,248,538 )

Change in fair value of convertible note

Change in fair value of warrant liabilities

( 6,358,235 )

Changes in fair value of convertible promissory note

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accrued offering costs and expenses

Accounts payable and accrued expenses

Prepaid income taxes

Income tax payable

3 unchanged sentences

( 1,296,812 )

( 2,064,860 )

Cash flows from investing activities:

Payment of extension fee to trust

Payment of extension fee into Trust Account

Cash withdrawn from Trust Account in connection with redemption

Reimbursement of franchise tax and income tax payment from trust account

Reimbursement by related party

Reimbursement of franchise and income taxes from Trust Account

Net cash provided by investing activities

1 unchanged sentence

Proceeds from convertible promissory note

Advance from Profusa

Redemption of common stock

( 3,248,878 )

( 184,845,836 )

Net cash used in financing activities

( 1,659,490 )

( 183,724,021 )

Net change in cash

2 unchanged sentences

Supplemental disclosure of cash flow information:

Income Taxes Paid

Accretion of common stock to redemption value

Income taxes paid, inclusive of interest and penalties

Excise tax payable attributable to redemption of common stock

Accretion of common stock to redemption value

Reclassification of common stock subject to redemption to common stock to be redeemed

The accompanying notes are an integral part

of the consolidated financial statements.

Note 1 – Description of Organization and Business Operations

NorthView Acquisition Corporation (the “Company”

or “Northview”) is a blank check company incorporated in Delaware on April 19, 2021.

The Company was formed for the purpose

of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with

one or more businesses (“Business Combination”).

The Company has not selected any specific Business Combination target.

the Company may pursue an initial Business Combination target in any business, industry or geographical location, it intends to focus

its search on businesses that are focused on healthcare innovation.

The Company has a wholly-owned subsidiary, NV

Profusa Merger Sub Inc.

(“Merger Sub”), a Delaware corporation incorporated on October 13, 2022, formed solely in contemplation

of the Merger with Profusa (See Note 6).

Merger Sub has not commenced any operations and has only nominal assets and no liabilities or

contingent liabilities, nor any outstanding commitments other than in connection with the Merger.

On December 22, 2021, the Company consummated

its Initial Public Offering (“IPO”) of 18,975,000 units (the “Units”), which included 2,475,000 Units issued pursuant

to the full exercise of the over-allotment option granted to the underwriters.

Each Unit consists of one share of common stock of the

Company, par value $ 0.0001 per share, one right (the “Rights”), and one-half of one redeemable warrant of the Company (the

Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock.

entitles the holder thereof to purchase one share of common stock for $ 11.50 per share, subject to adjustment.

The Units were sold at

a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 189,750,000 .

Simultaneously with the closing of the IPO, the

Company completed the private sale of an aggregate of 7,347,500 warrants (the “Private Placement Warrants”), which included

697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to NorthView

Sponsor I, LLC (“the Sponsor”), I-Bankers Securities, Inc., and Dawson James Securities, Inc.

at a purchase price of $ 1.00

per Private Placement Warrant, generating gross proceeds to the Company of $ 7,347,500 , which is discussed in Note 4.

Transaction costs amounted to $ 7,959,726 consisting

of $ 3,450,000 of underwriting discount, $ 3,570,576 of Representative’s Shares cost, $ 259,527 of Representative’s Warrants

cost and $ 679,623 of other offering costs.

The Company’s Business Combination must

be with one or more target businesses that together have a fair market value equal to at least 80 % of the value of the assets held in

the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing

a definitive agreement in connection with the initial Business Combination.

However, the Company will only complete a 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

accompanying notes are an integral part of the consolidated financial statements.

1 – Description of Organization and Business Operations

Acquisition Corporation (the “Company” or “Northview”) is a blank check company incorporated in Delaware on April

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses (“Business Combination”).

The Company has identified a target

company for a business combination and is consummating the acquisition of Profusa.

Company has a wholly-owned subsidiary, NV Profusa Merger Sub Inc.

(“Merger Sub”), a Delaware corporation incorporated on

October 13, 2022, formed solely in contemplation of the Merger with Profusa (See Note 6).

Merger Sub has not commenced any operations

and has only nominal assets and no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with

December 22, 2021, the Company consummated its Initial Public Offering (“IPO”) of 18,975,000 units (the “Units”),

which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option granted to the underwriters.

consists of one share of common stock of the Company, par value $ 0.0001 per share, one right (the “Rights”), and one-half

of one redeemable warrant of the Company (the “Warrants”).

Each Right entitles the holder thereof to receive one-tenth (1/10)

of one share of common stock.

Each Warrant entitles the holder thereof to purchase one share of common stock for $ 11.50 per share, subject

to adjustment.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 189,750,000 .

Simultaneously

with the closing of the IPO, the Company completed the private sale of an aggregate of 7,347,500 warrants (the “Private Placement

Warrants”), which included 697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option

granted to the underwriters, to NorthView Sponsor I, LLC (“the Sponsor”), I-Bankers Securities, Inc., and Dawson James Securities,

at a purchase price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $ 7,347,500 , which is discussed

costs amounted to $ 7,959,726 consisting of $ 3,450,000 of underwriting discount, $ 3,570,576 of Representative’s Shares cost, $ 259,527

of Representative’s Warrants cost and $ 679,623 of other offering costs.

Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least

80 % of the value of the assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust

Account) at the time of the signing a definitive agreement in connection with the initial Business Combination.

However, the Company

will only complete a 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.

There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Public Offering on

December 22, 2021, an amount of $ 191,647,500 ($ 10.10 per Unit), excluding $ 741,228 that was wired to the Company’s operating bank

account on December 31, 2021 for working capital purposes, from the net proceeds of the sale of the public units in the IPO and the sale

of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and invested in United States government

treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain

conditions under Rule 2a-7 under the Investment Company Act as determined by the Company.

Except with respect to interest earned on the

funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released

from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption

of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate

of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of the public shares if the Company

does not complete the initial Business Combination within the extended period (or any additional extension from the closing of our IPO

if we extend the period of time to consummate a business combination) (the “Combination Period”), or (B) with respect to any

other provision relating to stockholders’ rights or pre-Business Combination activity, and (iii) the redemption of all of the Company’s

public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have

priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either

(i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender

The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender

offer will be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem all or a portion of their public

shares upon the completion of the 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 per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by

the fee payable to I-Bankers and Dawson James pursuant to the Business Combination Marketing Agreement (see Note 6).

If the Company is unable to complete an initial

Business Combination within the Combination Period, it 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 (which interest shall be net of taxes payable,

and less up to $ 100,000 of interest to pay dissolution expenses) 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

the Company’s remaining stockholders and its 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.

There will be no redemption

rights or liquidating distributions with respect to the Company’s rights and warrants, which will expire worthless if the Company

fails to complete the Business Combination within the Combination Period.

On December 21, 2023, the Company held a special

meeting of stockholders to vote on extending the Combination Period.

As a result, the Company has extended the Combination Period from

December 22, 2023 to March 22, 2024.

In connection with the extension, 140,663 shares of the Company’s common stock were redeemed,

with 6,027,219 shares of Common Stock remaining outstanding after the Redemption;

833,469 shares of Common Stock remaining outstanding

after the Redemption are shares issued in connection with our initial public offering.

In 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.

the closing of the Public Offering on December 22, 2021, an amount of $ 191,647,500 ($ 10.10 per Unit), excluding $ 741,228 that was wired

to the Company’s operating bank account on December 31, 2021 for working capital purposes, from the net proceeds of the sale of

the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”)

and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely

in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act as determined by the Company.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if

any, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the Company’s

initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend

the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation

to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within the extended period (or

any additional extension from the closing of our IPO if we extend the period of time to consummate a business combination) (the “Combination

Period”), or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity,

and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Business Combination within

the Combination Period, subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of

the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination

or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed initial

Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The stockholders will be entitled

to redeem all or a portion of their public shares upon the completion of the 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 per share amount the Company will distribute to investors

who properly redeem their shares will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the Business Combination

Marketing Agreement (see Note 6).

the Company is unable to complete an initial Business Combination within the Combination Period, it 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

(which interest shall be net of taxes payable, and less up to $ 100,000 of interest to pay dissolution expenses) 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 the Company’s remaining stockholders and its 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.

There will be no redemption rights or liquidating distributions with respect to the Company’s

rights and warrants, which will expire worthless if the Company fails to complete the Business Combination within the 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.

As a result, the

Company extended the Combination Period from December 22, 2023 to March 22, 2024.

In connection with the extension, 140,663 shares

of the Company’s common stock were redeemed, with 6,027,219 shares of Common Stock remaining outstanding after the Redemption;

833,469 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our initial public

In January 2024, $ 1,565,078 was paid from the Trust Account to redeeming stockholders in connection with the

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.

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.

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 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.

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 $ 110,714 was

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

On September 19, 2024, the Company held an extraordinary

general meeting of stockholders (the “Meeting”).

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

December 23, 2024, the company made a deposit of 34,376 for the December extension contribution.

In October 2024, $ 595,439 was paid from

the trust account to redeeming stockholders in connection with the extension.

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.

On March 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 meeting and the stockholders approved the extension of the business combination period until June 22, 2025.

In connection with the

approval of the extension amendment, holders of 532,958 shares of the Company’s common stock exercised their right to

redeem, for an aggregate redemption amount of approximately $ 6.5 million, with 5,348,311 shares of common stock remaining outstanding

after the redemption;

154,561 shares of common stock remaining outstanding after the redemption are shares issued in connection with our

initial public offering.

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

period, on March 21, 2025.

Additionally, the stockholders at the meeting approved the amendment of the Company’s charter to remove

the requirement that prevented the Company from redeeming public shares to the extent that it would cause the Company’s net tangible

assets to be less than $ 5,000,001 (the “NTA Requirement”), and our charter was amended on March 21, 2025 to reflect the extension

of the business combination and the removal of the NTA Requirement.

All of the Public Shares, or shares of our common

10 unchanged sentences

If it is probable that the equity instrument

will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance

(or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the

instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument

to equal the redemption value at the end of each reporting period.

We have elected to recognize the changes immediately.

While redemptions

cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and will be classified

as such on the consolidated balance sheets until such date that a redemption event takes place.

The Sponsor, officers and directors have agreed

to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial

Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares

if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating

distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination

within such time period);

and (iii) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the

initial Business Combination.

The Company’s Sponsor has agreed that it

will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a

prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in

the Trust Account to below (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 released to the Company 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 indemnity of the underwriters of the IPO against certain liabilities,

including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a

third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

Liquidity and Going Concern

will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date

of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption

date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the

instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares

in connection with the completion of the initial Business Combination, (ii) waive their rights to liquidating distributions from the

Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination

Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold

if the Company fails to complete the Business Combination within such time period);

and (iii) vote their Founder Shares and any public

shares purchased during or after the IPO in favor of the initial Business Combination.

Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered

or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (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 released to the Company 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 indemnity of the underwriters of

the IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is

deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party

Delisting Notification

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.

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.”

and Going Concern

As of December 31, 2024, the Company had $ 16,204 in cash and a

6 unchanged sentences

the consummation of the Private Placement not held in the Trust Account, and the drawdowns on the convertible promissory note.

In order to finance transaction costs in connection

with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

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.

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 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.

order to finance transaction costs in connection with an intended Business Combination, the initial stockholders or an affiliate of the

initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working

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.

January 10, 2024, the Company’s Board of Directors approved, and the Company amended the Note 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.

The 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 as late as

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 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 March 22, 2024.

Risks and Uncertainties

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise

tax on certain repurchases of stock occurring on or after January 1, 2023, by publicly traded U.S.

On May 31, 2024, the Company’s Board of

Directors approved, and the Company second amended its Note 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.

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 .

As of December 31, 2024, no amounts were

repaid against the loan.

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.

and Uncertainties

August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for,

among other things, a new U.S.

federal 1 % excise tax on certain repurchases of stock occurring on or after January 1, 2023, by publicly

domestic corporations, by certain U.S.

domestic subsidiaries of publicly traded foreign corporations, by “covered surrogate foreign corporations” (as defined in

the IR Act) and by certain affiliates of the foregoing.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders

from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at

the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair

market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority

to provide regulations and other guidance to carry out, and to prevent the avoidance of the excise tax.

Any redemption or other repurchase that occurs

after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise

would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business

Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”

or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination

but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment

of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business

Combination and in the Company’s ability to complete a Business Combination.

domestic subsidiaries of publicly traded foreign corporations, by “covered surrogate

foreign corporations” (as defined in the IR Act) and by certain affiliates of the foregoing.

The excise tax is imposed on the repurchasing

corporation itself, not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair

market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing

corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases

during the same taxable year.

In addition, certain exceptions apply to the excise tax.

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business

Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions

and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)

the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued

not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content

of regulations and other guidance from the Treasury.

The foregoing could cause a reduction in the cash available on hand to complete

a Business Combination and in the Company’s ability to complete a Business Combination.

On March 22, 2023 and December 21, 2023, the Company’s

stockholders redeemed 18,000,868 and 140,663 shares, respectively, for a total of $ 184,845,836 and $ 1,565,078 , respectively.

determined that an excise tax liability should be recorded due to the redeemed shares.

As of December 31, 2023, the Company has a charge

to stockholders’ deficit of $ 1,864,106 of excise tax liability calculated as 1 % of the value of shares redeemed.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying consolidated financial statements

are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant

to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements

include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions have been

eliminated in consolidation.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting

firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s consolidated financial statements with another public company, which is neither an emerging growth company nor

an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of these consolidated financial

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Some of the more significant estimates are in connection with determining

the fair value of the warrant liabilities and convertible promissory note.

Accordingly, the actual results could differ significantly

from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

26, 2024, the Company’s stockholders redeemed 95,394 shares for a total of $ 1,088,361 .

On September 30, 2024, the Company’s

stockholders redeemed 50,556 shares for a total of $ 595,439 .

The Company determined that an excise tax liability should be recorded due

to the redeemed shares.

As of December 31, 2024, the Company has a charge to stockholders’ deficit of $ 1,880,944 of excise tax liability,

including $ 16,838 charged during the year ended December 31, 2024, calculated as 1 % of the value of shares redeemed.

On July 3, 2024, the Treasury issued final regulations

with respect to the procedure and administration of the Excise Tax.

These regulations provided that the filing and payment deadline for

any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024.

As of December 31, 2024

and the date of this report, the excise tax was not paid and recorded as excise tax payable.

Any amount of such Excise Tax not paid in

full, could be subject to additional interest and penalties which are currently estimated at 7 % interest per annum and a 5 % underpayment

penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid.

As of December 31, 2024 and 2023, $ 1,880,944 and $ 1,864,106 were accrued

on the accompanying consolidated balance sheets, respectively.

On January 29, 2025, the Company claimed disaster relief under IRC Section

7508A relating to Hurricane Beryl as announced in IRS Announcement TX-2024-08.

Under the disaster relief claim, the time for filing

of the September 30, 2024 Quarterly Federal Excise Tax Return and payment of the 2023 excise taxes on repurchases of corporate stock normally

due on October 31, 2024 should be postponed to February 3, 2025.

The Company was not subject to excise tax interest and penalties until

February 3, 2025.

On January 29, 2025, the Company filed their 2024 excise tax return.

No excise tax payment had been made by the

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period, which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public

company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Some of the more significant

estimates are in connection with determining the fair value of the warrant liabilities and convertible promissory note.

the actual results could differ significantly from those estimates.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of December 31, 2023 and 2022.

Cash and Marketable Securities Held in Trust

At December 31, 2023 and 2022, the assets held

in the Trust Account were held in U.S.

Treasury Bills with a maturity of 185 days or less and in money market funds

which invest in U.S.

Treasury securities.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2024 and 2023.

and Marketable Securities Held in Trust Account

December 31, 2024, substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account

at a bank and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the

consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value

of investments held in the Trust Account are shown in the accompanying statements of operations.

The estimated fair values of investments

held in the Trust Account are determined using available market information.

During the year ended December 31, 2024, pursuant

to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”),

the trustee of the Trust Account, $ 204,459 of interest income from the Trust Account was withdrawn by the Company for the payment of franchise

and income taxes.

During the year ended December 31, 2023, pursuant

to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”),

the trustee of the Trust Account, $ 1,192,438 of interest income from the Trust Account was withdrawn by the Company for the payment of

franchise and income taxes.

At December 31, 2022, the Company classified its

US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities

are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value of held-to-maturity

securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’

The impairment is charged to earnings and a new cost basis for the security is established.

To determine whether an impairment

is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery

and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary.

Evidence considered

in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent

to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the

investee operates.

Premiums and discounts are amortized or accreted

over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method.

Such amortization

and accretion are included in the “interest income” line item in the consolidated statements of operations.

Interest income

is recognized when earned.

The carrying value, excluding gross unrealized

holding (gain) loss, and fair value of held to maturity securities as of December 31, 2022 are as follows:

Treasury Bills

$ 194,224,782

$ 194,268,408

Effective January 1, 2023, the Company changed

its accounting policy for the investments in trust to the fair value method.

At December 31, 2023, substantially all of the

assets held in the Trust Account were held in U.S.

Treasury Bills.

All of the Company’s investments held in the Trust Account are

classified as trading securities.

Trading securities are presented on the consolidated balance sheets at fair value at the end of each

reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying

statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Treasury Bills

On December 21, 2023, the Company held a special

meeting of stockholders to vote on extending the Combination Period.

As a result, the Company has extended the Combination Period from

December 22, 2023 to March 22, 2024.

In connection with the extension, 140,663 shares of the Company’s common stock were redeemed,

with 6,027,219 shares of Common Stock remaining outstanding after the Redemption;

833,469 shares of Common Stock remaining outstanding

after the Redemption are shares issued in connection with our initial public offering.

In 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.

Additionally,

as part of the adjustment of common stock subject to possible redemption, the Company classified $ 1,565,078 of the trust account as a

current asset on the consolidated balance sheets, which was paid from the Trust Account in January 2024 to redeeming stockholders .

As a result, the Company extended the Combination Period from December

22, 2023 to March 22, 2024, which was later extended to March 22, 2025.

In connection with the extension voted on December 21, 2023, 140,663

shares of the Company’s common stock were redeemed.

In January 2024, $ 1,565,078 was paid from the Trust Account to redeeming stockholders

in connection with the extension.

As a result, the Company 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.

Additionally, as part of the adjustment of common

stock subject to possible redemption, the Company classified $ 1,565,078 of the trust account as a current asset on the consolidated balance

sheets, which was paid from the Trust Account in January 2024 to redeeming stockholders.

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.

As of December 31, 2024, all of the Trust assets

were classified as noncurrent assets.

Fair Value of Financial Instruments

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nature, except for the warrant liabilities and convertible promissory note.

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred

tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of

assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not

As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against

Our effective tax rate was 28.22 % and 6.5 % for the years ended December 31, 2023 and 2022, respectively.

The effective tax rate differs

from the statutory tax rate of 21 % for the years ended December 31, 2023 and 2022, due to changes in fair value of warrant liabilities,

penalties and interest, business combination expenses and the valuation allowance on the deferred tax assets.

The Company accounts for income taxes under ASC

740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected

impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future

tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2024 and 2023, the

Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty

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

Warrant Liabilities

The Company accounts for the 17,404,250 warrants

issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private Placement Warrants, and the 569,250 Representative

Warrants inclusive of the underwriters’ over-allotment option) in accordance with the guidance contained in ASC 815-40.

guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as

Accordingly, the Company has classified each warrant as a liability at its fair value.

This liability is subject to re-measurement at

each balance sheet date.

With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair

value recognized in the Company’s consolidated statements of operations (See Note 8).

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.

Net Income Per Common Stock

The Company has 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 the Company’s

shares were excluded from diluted earnings per share for the years 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.

The table below presents a reconciliation of the numerator and denominator

used to compute basic and diluted net income per share for each category of common stock:

Company accounts for the 17,404,250 warrants issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private

Placement Warrants, and the 569,250 Representative Warrants inclusive of the underwriters’ over-allotment option)

in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for

equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, the Company has classified each warrant as a

liability at its fair value.

This liability is subject to re-measurement at each balance sheet date.

With each such re-measurement,

the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated

statements of operations (See Note 8).

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.

(Loss) Income Per Common Stock

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

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 the Company’s shares were excluded from diluted earnings per share for the years ended December 31, 2024 and

2023 because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net (loss)

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

table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share

for each category of common stock:

For the Year Ended

2 unchanged sentences

December 31, 2023

Basic and diluted net income per share:

Allocation of net income

Weighted-average shares outstanding

Basic and diluted net income per share

Common Stock Subject to Possible Redemption

The Company’s 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 the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s

initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public common stock outside of permanent equity

as the redemption provisions are not solely within the control of the Company.

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.

As of December 31, 2023 and 2022, the amount of

public common stock reflected on the consolidated balance sheets is reconciled in the following table:

Gross proceeds

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

$ ( 1,096,239 )

Proceeds allocated to Public Warrants

$ ( 7,615,380 )

Common stock issuance costs

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

Stock Subject to Possible Redemption

Company’s 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 the Company’s liquidation, or if there is a stockholder vote

or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies

public common stock outside of permanent equity as the redemption provisions are not solely within the control of the Company.

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.

of December 31, 2024 and 2023, the amount of public common stock reflected on the consolidated balance sheets is reconciled in the following

Contingently redeemable common stock, December 31, 2022

Partial redemption

( 186,410,914 )

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Issued 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.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single

reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures

in Topic 280.

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

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

39 unchanged sentences

the warrants become exercisable, the Company may redeem the outstanding warrants:

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

● if, and only if, the last sale price of the common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

whole and not in part;

a price of $ 0.01 per warrant;

a minimum of 30 days ’ prior written notice of redemption (the “30-day redemption period”);

and only if, the last sale price of the common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to

43 unchanged sentences

Promissory Note – Related Party

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.

As of December 31, 2023, 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 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.

Note – Related Party

April 19, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate

principal amount of $ 150,000 to be used for a portion of the expenses of the IPO.

This loan is non-interest bearing, unsecured and was

to be due at the earlier of December 31, 2021 or the closing of the IPO.

On November 5, 2021, the Company amended the promissory note

to increase the principal amount up to $ 200,000 with a due date at the earlier of April 30, 2022 or the closing of the IPO.

the IPO, the Company borrowed $ 200,000 under the promissory note and an additional $ 4,841 was advanced from the Sponsor.

These amounts

were repaid in full upon the closing of the IPO out of the offering proceeds that had been allocated to the payment of offering expenses

(other than underwriting commissions).

The Company paid $ 25,000 in excess which was owed back to the Company upon the closing of the

IPO and was returned by the Sponsor on June 15, 2022.

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 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 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.

As of December 31, 2024, 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 .

order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders or an affiliate

19 unchanged sentences

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

For the year ended December 31, 2023, $ 30,000 had

been incurred and billed relating to the administrative service fee.

For the year ended December 31, 2022, $ 63,387 had been incurred and

billed relating to the administrative service fee.

As of December 31, 2023 and 2022, $ 50,000 and $ 25,000 , respectively, relating to the

administrative service fee was not paid and recorded as due to related party.

For the year ended December 31, 2024, $ 0 had been

incurred and billed relating to the administrative service fee, respectively.

For the year ended December 31, 2023, $ 30,000 had been incurred

and billed relating to the administrative service fee.

As of December 31, 2024 and 2023, $ 50,000 relating to the administrative service

fee was not paid and recorded as due to related party.

the year ending December 31, 2024, Profusa agreed to advance funds to the Company to pay for operating expenses.

As of December 31, 2024,

there was $ 791,407 owed to Profusa, which is due upon demand or at the completion of the Business Combination.

6 – Commitments and Contingencies

holders of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans

(and any underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on the closing

date of the IPO requiring the Company to register such securities for resale.

The holders of these securities are entitled to make up

to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act

to become effective until termination of the applicable Lock-up period described in Note 5.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

holders of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital

Loans (and any underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on the

closing date of the IPO requiring the Company to register such securities for resale.

The holders of these securities are entitled

to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of

the initial Business Combination.

However, the registration rights agreement provides that the Company will not permit any

registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period

described in Note 5.

The Company will bear the expenses incurred in connection with the filing of any such registration

underwriters had a 30 -day option from the date of IPO to purchase up to an additional 2,475,000 units to cover over-allotments,

2 unchanged sentences

Combination Marketing Agreement

a Business Combination marketing agreement, the Company engaged I-Bankers and Dawson James as advisors in connection with the Business

Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target

business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities

in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination

and assist the Company with its press releases and public filings in connection with the Business Combination.

The Company was obligated

to pay I-Bankers and Dawson James a cash fee for such marketing services upon the consummation of the initial Business Combination in

an amount of 3.68 % of the gross proceeds of the IPO, or $ 6,986,250 .

The agreement was amended on November 7, 2022 and calls for

the 3.68 % business combination fee to be paid as (a) 27.5 % cash and (b) 72.5 % to be rolled into equity at closing.

Under a Business Combination marketing agreement, the Company engaged

I-Bankers and Dawson James as advisors in connection with the Business Combination to assist the Company in holding meetings with the

stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential

investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist

the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings

in connection with the Business Combination.

The Company was obligated to pay I-Bankers and Dawson James a cash fee for such marketing

services upon the consummation of the initial Business Combination in an amount of 3.68 % of the gross proceeds of the IPO, or $ 6,986,250 .

The agreement was amended on November 7, 2022 to allow for the 3.68 % business combination fee to be paid as (a) 27.5 % cash and (b) 72.5 %

to be rolled into equity at closing.

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.

Representative’s

11 unchanged sentences

and are recorded as a reduction of equity (see Note 1).

The fair value of the Representative’s Shares of $ 3,570,576 was

determined utilizing a Monte Carlo simulation with the following inputs at December 22, 2021:

Risk-free interest rate

Expected term (years)

Expected volatility

Fair value of Representative’s Shares

Representative’s

Company granted to I-Bankers and Dawson James (and/or their designees) 569,250 warrants (which included 74,250 warrants

issued pursuant to the full exercise of the over-allotment option) exercisable at $ 11.50 per share (or an aggregate exercise price

of $ 6,546,375 ) at the closing of the IPO.

The Representative Warrants issued are recognized as derivative liabilities in accordance with

ASC 815-40 and recorded as liabilities at fair value each reporting period (see Notes 1 and 8).

The warrants may be exercised for cash

or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary

of the effective date of the registration statement of which the IPO forms a part and the closing of the initial Business Combination

and terminating on the fifth anniversary of such effectiveness date.

Notwithstanding anything to the contrary, I-Bankers and Dawson

James have agreed that neither they nor their designees will be permitted to exercise the warrants after the five year anniversary

of the effective date of the registration statement of which the IPO forms a part.

The warrants and such shares purchased pursuant to

the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately

following the date of the effectiveness of the registration statement of which the IPO forms a part pursuant to FINRA Rule 5110I(1).

Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction

that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the

effective date of the registration statement of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated

for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part except

Company granted to I-Bankers and Dawson James (and/or their designees) 569,250 warrants (which

included 74,250 warrants issued pursuant to the full exercise of the over-allotment option) exercisable at $ 11.50 per

share (or an aggregate exercise price of $ 6,546,375 ) at the closing of the IPO.

The Representative Warrants issued are recognized as

derivative liabilities in accordance with ASC 815-40 and recorded as liabilities at fair value each reporting period (see Notes 1

The warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period

commencing on the later of the first anniversary of the effective date of the registration statement of which the IPO forms a part

and the closing of the initial Business Combination and terminating on the fifth anniversary of such effectiveness date.

Notwithstanding anything to the contrary, I-Bankers and Dawson James have agreed that neither they nor their designees will be

permitted to exercise the warrants after the five year anniversary of the effective date of the registration statement of

which the IPO forms a part.

The warrants and such shares purchased pursuant to the warrants have been deemed compensation by FINRA

and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the

registration statement of which the IPO forms a part pursuant to FINRA Rule 5110I(1).

Pursuant to FINRA Rule 5110I(1),

these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the

economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the

registration statement of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a

period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part except

to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

1 unchanged sentence

holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the

registration statement of which the IPO forms a part with respect to the registration under the Securities Act of the shares issuable

upon exercise of the warrants.

The Company will bear all fees and expenses attendant to registering the securities, other than underwriting

commissions, which will be paid for by the holders themselves.

The exercise price and number of shares issuable upon exercise of the

warrants may be adjusted in certain circumstances including in the event of a share dividend, or the Company’s recapitalization,

reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuances of shares at a price below its exercise

registration statement of which the IPO forms a part with respect to the registration under the Securities Act of the shares

issuable upon exercise of the warrants.

The Company will bear all fees and expenses attendant to registering the securities, other

than underwriting commissions, which will be paid for by the holders themselves.

The exercise price and number of shares issuable

upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or the

Company’s recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuances

of shares at a price below its exercise price.

The Company will have no obligation to net cash settle the exercise of the warrants.

The holder of the warrants will not be entitled

to exercise the warrants for cash unless a registration statement covering the securities underlying the warrants is effective or an

exemption from registration is available.

The holder of the warrants will not be entitled to exercise the warrants for cash unless a registration statement covering the

securities underlying the warrants is effective or an exemption from registration is available.

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

7 unchanged sentences

is no assurance that the Business Combination will be completed.

aggregate consideration to be received by the Profusa stockholders is based on a pre-transaction equity value of $ 155,000,000 .

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.

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 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.

On December 19, 2024, the Company engaged A.G.P to serve as the placement

agent in connection with a proposed business combination transaction.

The Company shall pay to A.G.P.

a cash fee (the “Cash Fee”)

equal to 9.0 % in a convertible note offering, note, or other similar equity-linked offerings, and shall be calculated from the face value

of notes issued, which is payable at the close of a Business Combination.

If the Business Combination does not successfully close, A.G.P.

will not be entitled to any cash fee.

7 – Stockholders’ Deficit

2 unchanged sentences

of December 31, 2024 and 2023, there was no preferred stock issued or outstanding.

Stock — The Company is authorized to issue a total of 100,000,000 shares of common stock at par value of

$ 0.0001 each.

In April 2021, the Company issued 5,175,000 shares of common stock to its Sponsor for $ 25,000 , or approximately

$ 0.005 per share.

In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares

of common stock.

On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock , resulting

in an aggregate of 4,743,750 Founder Shares issued and outstanding.

On December 22, 2021, the Company has also issued 450,000 shares

(Representative’s Shares) of common stock (which included 37,500 Representative Shares issued pursuant to the full exercise

of the over-allotment option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees).

December 31, 2023 and 2022, there were 5,193,750 shares of common stock issued and outstanding, excluding 833,469 and 18,975,000

shares of common stock subject to redemption, respectively.

Common Stock — The Company

is authorized to issue a total of 100,000,000 shares of common stock at par value of $ 0.0001 each.

In April 2021, the Company

issued 5,175,000 shares of common stock to its Sponsor for $ 25,000 , or approximately $ 0.005 per share.

In October 2021,

the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares of common stock.

December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock , resulting in an aggregate of 4,743,750

Founder Shares issued and outstanding.

On December 22, 2021, the Company has also issued 450,000 shares (Representative’s

Shares) of common stock (which included 37,500 Representative Shares issued pursuant to the full exercise of the over-allotment

option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees).

As of December 31, 2024 and 2023,

there were 5,193,750 shares of common stock issued and outstanding, excluding 687,519 and 833,469 shares of common stock subject

to redemption, respectively.

stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

18 unchanged sentences

These tiers include:

Level 1, defined

as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined

as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for

similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined

as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such

as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

following tables present information about the Company’s assets and liabilities that are measured at fair value on December 31,

5 unchanged sentences

Convertible promissory note

Cash and marketable securities held in trust

Warrant liabilities – Public Warrants

1 unchanged sentence

Warrant liabilities – Representative’s Warrants

Company did not have any assets in the Trust Account measured at fair value as of December 31, 2022.

Convertible promissory note

Public Warrants, the Private Placement Warrants and the Representative’s Warrants were accounted for as liabilities in accordance

5 unchanged sentences

The subsequent measurement of the Public

Warrants at December 31, 2023 and 2022 was classified as Level 1 due to the use of an observable market quote in an active market.

of December 31, 2023 and 2022, the aggregate value of Public Warrants was $ 85,388 and $ 450,656 , respectively.

Company uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative’s Warrants.

allocated the proceeds received from (i) the sale of Units (which is inclusive of one shares of Common Stock and one-half of one Public

Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement,

with the remaining proceeds allocated to Common Stock subject to possible redemption (temporary equity) based on their relative fair

values at the initial measurement date.

The Private Placement Warrants and the Representative’s Warrants were classified within

Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs.

Inherent in pricing models are assumptions

related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its common

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

The risk-free interest rate is based on

Warrants at December 31, 2024 was classified as Level 2 due to the lack of an active market.

At December 31, 2023, the Public Warrants

was classified as Level 1 due to the use of an observable market quote in an active market.

As of December 31, 2024 and 2023, the aggregate

value of Public Warrants was $ 379,500 and $ 85,388 , respectively.

The Company uses a Monte Carlo simulation model

to value the Private Placement Warrants and the Representative’s Warrants.

The Private Placement Warrants and the Representative’s

Warrants were classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs.

Inherent in pricing models

are assumptions related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility

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

The risk-free interest rate

is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

expected life of the warrants is assumed to be equivalent to their remaining contractual term.

key inputs into the Monte Carlo simulation model for the warrant liabilities and convertible promissory note were as follows at December

31, 2023 and 2022:

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 31, 2024 and 2023:

Risk-free interest rate

3 unchanged sentences

Fair value of Common stock

following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured

at fair value on a recurring basis for the years ended December 31, 2023 and 2022:

key inputs into the Monte Carlo simulation model for the convertible promissory note were as follows at December 31, 2024 and 2023:

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of Common stock

The following table provides a summary of the changes in the fair value

of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the years ended December

31, 2024 and 2023:

Representative’s

2 unchanged sentences

Fair value at December 31, 2024

Promissory Note

Representative’s

Fair value at December 31, 2022

Change in fair value of warrant liabilities

Fair value at December 31, 2023

Principal borrowing

1 unchanged sentence

Fair value at December 31, 2024

Representative’s

Promissory Note

Fair value at December 31, 2022

Change in fair value of warrant liabilities

( 2,708,844 )

( 2,088,501 )

( 5,007,215 )

Transfer out of Level 3 to Level 1

( 1,801,676 )

Principal borrowing

Change in fair value of convertible promissory note

Fair value at December 31, 2023

to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

There was a transfer out of Level 3 to Level 1

for the fair value of the Public Warrants when they began to trade separately from the Units during the three months ended March 31,

fair value of the Company’s working capital loan 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

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

working capital loan.

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.

These inputs reflect management’s

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

The convertible promissory note was classified

within Level 3 of the fair value hierarchy due to the use of unobservable inputs.

Inherent in pricing models are assumptions related to

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

The Company estimates the volatility of its common stock based

on historical volatility that matches the expected remaining life of the note.

The risk-free interest rate is based on the U.S.

zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the note.

The expected life of the

note is assumed to be equivalent to their remaining contractual term.

9 – Income Taxes

20 unchanged sentences

years ended December 31, 2024 and 2023, the change in the valuation allowance was $ 258,284 and $ 203,712 .

reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

A reconciliation of the federal income tax rate

to the Company’s effective tax rate is as follows:

Statutory federal income tax rate

Prior Year Trueup

Change in fair value of warrant liabilities

3 unchanged sentences

Income tax provision

Company files income tax returns in the U.S.

federal, New York and New York City jurisdictions and is subject to examination by the various

taxing authorities since inception.

10 – Subsequent Events

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.

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 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.

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.

On January 12, 2024, the parties

to the Merger Agreement entered into an Amendment No.

2 to the Merger Agreement (“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 (as described elsewhere in this proxy statement/prospectus) during the

fiscal year ended December 31, 2024.

All other aspects of the Merger Agreement were unmodified.

On February 16, 2024, the Company’s Board

of Directors approve and authorized the Company to execute a binding term sheet between the Company and Profusa, Inc.

(the “Target”)

for PIPE funding with Vellar Opportunities Fund Master, Ltd.

Vellar has 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.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

The Company files income tax returns in the U.S.

federal, New York and New York City jurisdictions and is subject to examination by the various taxing authorities since inception.

10 – Segment Information

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information

about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components

of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial

information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how

to allocate resources and assess performance.

The Company’s chief operating decision maker

(“CODM”) has been identified as its Chief Financial Officer, who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has

determined that there is only one reportable segment.

CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the

statement of operations as net loss.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating

the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included

in net (loss) income and total assets, which include the following:

Trust Account

General and administrative expenses

$ ( 1,351,038 )

$ ( 1,508,683 )

Interest earned on the Trust Account

key measures of segment profit or loss reviewed by our CODM are interest earned on the Trust Account and general and administrative expenses.

The CODM reviews interest earned on the Trust Account to measure and monitor stockholder value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses

are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination

within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget.

Note 11 – Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based on the Company’s

review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial

statements, other than as previously disclosed, and as described below.

On February 11, 2025, the Company entered into

a securities purchase agreement (the “SPA”) with an institutional investor (the “Investor”).

Pursuant to the SPA,

the Investor is expected, subject to the conditions relating to such purchase set forth in the SPA, to purchase from the Company senior

secured convertible promissory notes in an aggregate principal amount of up to $ 22,222,222 (the “Convertible Notes”) for a

purchase price of up to $ 20,000,000 , after a 10 % original issue discount (“OID”).

On March 21, 2025, the Sponsor and its designees

have now agreed to contribute an amount (the “Revised Contribution Amount”) equal to $ 30,000 for the entire Extension Period.

All funds in the Company’s trust account, including those funds deposited in connection with the Revised Contribution Amount, will

be held in an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Company’s initial business

combination or liquidation.

The Revised Contribution Amount will be deposited in the Company’s trust account promptly at the beginning

of the Extension Period.

The Company announced that is has agreed to waive

its right to withdraw up to $ 100,000 of interest from the Company’s trust account to pay dissolution expenses, should the Company

ultimately liquidate prior to a business combination (the “Dissolution Expense Waiver”).

As a result, the Company will not

be able to withdraw up to $ 100,000 of interest for such dissolution expenses upon liquidation, and such interest will be held in the trust

account and no be released until the earliest to occur of (i) the completion of the initial business combination, (ii) the redemption

of 100 % of the Offering Shares (as defined below) if the Company is unable to complete its initial Business Combination within the Extension,

and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions of our Charter.

The Company also announced that is has agreed

to waive its right to withdraw interest from the Company’s trust account to pay the Company’s tax expenses (the “Tax

Expense Waiver”).

As a result, the Company will not be able to withdraw interest in order to pay future tax expenses, and such interest

will be held in the trust account and not be released until the earliest to occur of (i) the completion of the initial business combination,

(ii) the redemption of 100 % of the Offering Shares (as defined below) if the Company is unable to complete its initial Business Combination

within the Extension, and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions of our

Prior to such announcement, and subsequent to

the record date of February 21, 2025, for the Special Meeting, the Company withdrew approximately $ 23,400 of interest from the trust account

for tax expenses.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

NORTHVIEW ACQUISITION CORP.

1 unchanged sentence

Chief Executive Officer

February 23, 2024

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant

in the capacities and on the dates indicated.

Executive Officer and Director

Executive Officer)

March 28, 2025

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities

and on the dates indicated.

/s/ Jack Stover

Chief Executive Officer and Director

March 28, 2025

(Principal Executive Officer)

/s/ Fred Knechtel

Chief Financial Officer, Executive Vice

March 28, 2025

Fred Knechtel

Financial Officer, Executive Vice

Financial and Accounting Officer)

President, Director

(Principal Financial and Accounting Officer)

/s/ Peter O’Rourke

March 28, 2025

Peter O’Rourke

/s/ Ed Johnson

March 28, 2025

/s/ Lauren Chung

March 28, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures