What changed in this filing

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Item 1. Business

2023-03-06 compared with 2022-03-18 · 255 added, 298 removed, 479 unchanged (54% of the section changed)

We are a blank check company

formed under the laws of the State of Delaware April 19, 2021.

We were formed for the purpose of effecting a merger, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout

this annual report as our initial business combination.

Although there is no restriction or limitation on what industry our target operates

in, it is our intention to pursue prospective targets that are focused on healthcare innovation.

We anticipate targeting what are traditionally

known as small cap companies domiciled in North America, Europe and/or the APAC regions that are developing assets in the biopharmaceutical,

medical technology/medical device and diagnostics space which aligns with our management team’s experience in operating health care

companies and in drug and device technology development as well as diagnostic and other services.

are a blank check company formed under the laws of the State of Delaware April 19, 2021.

We were formed for the purpose of effecting

a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,

which we refer to throughout this Report as our initial business combination.

Although there is no restriction or limitation on what

industry our target operates in, it is our intention to pursue prospective targets that are focused on healthcare innovation.

We anticipate

targeting what are traditionally known as small cap companies domiciled in North America, Europe and/or the APAC regions that are developing

assets in the biopharmaceutical, medical technology/medical device and diagnostics space which aligns with our management team’s

experience in operating health care companies and in drug and device technology development as well as diagnostic and other services.

Business Combination

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

NorthView, NV Profusa Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NorthView (“Merger Sub”),

and Profusa, Inc., a California corporation (“Profusa”).

Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the

Merger Agreement, Merger Sub will merge with and into Profusa (the “Merger”), with Profusa surviving as a wholly-owned subsidiary

of NorthView.

In connection with the Merger, NorthView will change its name to “Profusa, Inc.” The Merger and the other transactions

contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition,

the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa.

There is no assurance

that the Business Combination will be completed.

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.

to certain future revenue and stock-price based milestones, Profusa stockholders will have the right to receive an aggregate of up to

an additional 3,875,000 shares of NorthView common stock (the “Earnout Shares”).

One-quarter of the Earnout Shares will be

issued if, between the 18-month anniversary and the two year anniversary of the Closing, the combined company’s common stock achieves

a daily volume weighted average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive trading day

period (“Milestone Event I”).

One-quarter of the Earnout Shares will be issued if, between the first and second anniversary

of the Closing, the combined company’s common stock achieves a daily volume weighted average market price of at least $14.50 per

share for a similar number of days (“Milestone Event II”).

One-quarter of the Earnout Shares will be issued if the combined

company achieves at least $5,100,000 in revenue or $73,100,000 in revenue in fiscal years 2023 or 2024, respectively (or up to one-half

of the Earnout Shares if both milestones are achieved).

Additionally,

if Milestone Event I or Milestone Event II are achieved by the second anniversary of the Closing, NorthView’s sponsor, NorthView

Sponsor I, LLC and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to

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

Company initially had 15 months from the closing of its initial public offering to complete a Business Combination.

10, 2023, the Company will hold 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 “Extension

If the Company is unable to complete a Business Combination within the Combination Period, the Company will

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten

business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the

Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public

stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to

applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the

Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to

the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

Our Sponsors and Competitive Advantages

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of innovation and they include a large number of emerging high growth companies that have the right size as potential targets.

Our operating experience and

industry contacts place us in a position to optimize our chances of identifying high value targets in these areas.

Our target of small

cap healthcare-based companies will be based on the concept of value investing and therefore focused on quality businesses with specific

and time-based catalysts.

We will remain opportunistic at considering opportunities throughout the healthcare space however, our

primary focus will be on small cap healthcare companies with one or more of the following characteristics:

● Late-stage development or revenue generating

● High growth prospects with sustainable proprietary position

● Experienced management teams with previous successes, especially

where we can add critical public company expertise

● Addressable conditions that are clinically important and under-diagnosed or

● Independent companies or corporate spin offs

● Domestic or International base of business

We will be focused on companies

in disruptive and other value added subsegments of healthcare that have the potential for significant gains in the next five years.

ideal company will be institutionally backed, with a high-quality management team and a demonstrated ability to raise money from

the private capital markets.

Our plan is to focus on the esoteric/specialty diagnostic market that is quickly emerging as a critical component

of the medical health system as the concept of therapeutics, diagnostics, medical devices and artificial intelligence merge into a single

focus of optimizing patient care.

The focus of our management

team will be to create stockholder value by leveraging its experience to efficiently guide an emerging healthcare company towards commercialization.

Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating

prospective target businesses.

While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate

from these criteria and guidelines should we see fit to do so:

● We believe that there are a substantial number of potential

target businesses domestically and internationally with appropriate valuations that can benefit from a public listing and new capital

for growth to support significant revenue and earnings growth or to advance clinical programs.

● We intend to seek target companies that have significant and

underexploited expansion opportunities in a niche sector.

This can be accomplished through a combination of accelerating organic growth

and finding attractive add-on acquisition targets.

Our management team has significant experience in identifying such targets.

our management has the expertise to assess the likely synergies and a process to help a target integrate acquisitions.

Additionally,

our management team has extensive experience assisting healthcare companies raise money as they navigate the regulatory approval process.

● We intend to seek target companies that should offer attractive

risk-adjusted equity returns for our stockholders.

We intend to seek to acquire a target on terms and in a manner that leverage

our experience.

We expect to evaluate a target based on its potential to successfully achieve regulatory approval and commercialize its

We also expect to evaluate financial returns based on (i) risk-adjusted peak sales potential (ii) the potential

of pipeline products and the scientific platform (iii) the ability to achieve the system cost savings, (iv) the ability to

accelerate growth via other options, including through the opportunity for follow-on acquisitions and (v) the prospects for

creating value through other value creation initiatives.

Potential upside, for example, from the growth in the target business’

earnings or an improved capital structure will be weighed against any identified downside risks.

● We intend to invest in businesses that have a track record of

We look for companies with shareholder-friendly governance and low leverage, which are valued at what we think are low

prices relative to their earnings potential and where we see attractive return potential over the long run.

We believe this investment

approach constitutes our competitive advantage and can potentially offer both meaningful upside potential and a degree of downside protection

in periods of financial market turbulence.

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,

on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

Status as a Public Company

We believe our structure will

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in attracting talented employees.

While we believe that our status

as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in

our status as a blank check company as a deterrent and may prefer to affect a business combination with a more established entity or with

a private company.

These inherent limitations include limitations on our available financial resources, which may be inferior to those

of other entities pursuing the acquisition of similar target businesses;

the requirement that we seek stockholder approval of a business

combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction;

and the existence of our

outstanding rights and warrants, which may represent a source of future dilution.

While we believe that our

status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations

in our status as a blank check company as a deterrent and may prefer to affect a business combination with a more established entity or

with a private company.

These inherent limitations include limitations on our available financial resources, which may be inferior to

those of other entities pursuing the acquisition of similar target businesses;

the requirement that we seek stockholder approval of a

business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction;

and the existence

of our outstanding rights and warrants, which may represent a source of future dilution.

Our Acquisition Process

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from a financial point of view.

Members of our management team

and our independent directors directly or indirectly own founder shares and/or private placement warrants following our initial public

Members of our management

team and our independent directors directly or indirectly own founder shares and/or private placement warrants following our initial public

offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business

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was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors

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

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

Accordingly, if any of our officers or

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

or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

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.

Our executive officers are

required to commit a significant amount of time to our affairs, and, accordingly, should not have conflicts of interest in allocating

management time among various business activities, including identifying potential business combination targets and monitoring the related

due diligence.

Initial Business Combination

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Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent

We anticipate structuring our

initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire

We anticipate structuring

our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

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management team

Although we intend to closely

scrutinize the management of a prospective target business when evaluating the desirability of effecting our business combination with

that business, our assessment of the target business’ management may not prove to be correct.

In addition, the future management

may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of

our management team, if any, in the target business cannot presently be stated with any certainty.

While it is possible that one or more

of our directors will remain associated in some capacity with us following our business combination, it is unlikely that any of them will

devote their full efforts to our affairs subsequent to our business combination.

Moreover, we cannot assure you that members of our management

team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any

of our key personnel will remain in senior management or advisory positions with the combined company.

Although we intend to

closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our business

combination with that business, our assessment of the target business’ management may not prove to be correct.

the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the

future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

it is possible that one or more of our directors will remain associated in some capacity with us following our business combination,

it is unlikely that any of them will devote their full efforts to our affairs subsequent to our business combination.

cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of

the particular target business.

We cannot assure you that

any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether

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Type of Transaction

Purchase of assets

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

of stock of target not involving a merger with the company

of target into a subsidiary of the company

of the company with a target

Under Nasdaq’s listing

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excess of 20% of the number of shares of our common stock then outstanding (other than in a public offering);

● any of our directors, officers or substantial stockholders (as

defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly,

in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an

increase in outstanding common shares or voting power of 5% or more;

● any of our directors, officers or substantial stockholders

(as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or

indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could

result in an increase in outstanding common shares or voting power of 5% or more;

● the issuance or potential issuance of common stock will result

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may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In the event that our initial

stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders

who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections

to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender

offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will

comply with such rules.

In the event that our

initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from

public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to

revoke their prior elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a

tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the

going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the

purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of such purchases

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be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our initial stockholders, officers,

directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers, directors

or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption

requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.

extent that our initial stockholders, officers, directors, advisors or their affiliates enter into a private purchase, they would identify

and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust

account or vote against the business combination.

Our initial stockholders, officers, directors, advisors or their affiliates will only

purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Our initial stockholders,

officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers,

directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt

of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.

To the extent that our initial stockholders, officers, directors, advisors or their affiliates enter into a private purchase, they would

identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share

of the trust account or vote against the business combination.

Our initial stockholders, officers, directors, advisors or their affiliates

will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our initial

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Ability to Extend Time to Complete Business

We will have until 15 months

from the closing of our initial public offering (or up to 21 months from the closing of our initial public offering if we extend

the period of time to consummate a business combination) to consummate our initial business combination.

However, if we anticipate that

we may not be able to consummate our initial business combination within 15 months (or up to 21 months from the closing of our

initial public offering if we extend the period of time to consummate a business combination), we may, by resolution of our board if requested

by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for

a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust

account as set out below.

Pursuant to the terms of the trust agreement to be entered into between us and Continental Stock Transfer &

Trust Company, LLC, in order to extend the time available for us to consummate our initial business combination, our initial shareholders

or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account

for each three-month extension, $1,897,500 ($0.10 per share) on or prior to the date of the applicable deadline, up to an aggregate

of $3,795,000, or approximately $0.20 per share.

Any such payments would be made in the form of a loan.

Any such loans will be non-interest bearing

and payable upon the consummation of our initial business combination.

If we complete our initial business combination, we would repay

such loaned amounts out of the proceeds of the trust account released to us.

If we do not complete a business combination, we will not

repay such loans.

Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has

agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete

a business combination.

In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for

us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely

Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete

our initial business combination.

If we choose to extend the period of time to consummate a business combination as set forth herein,

you will not have the ability to vote or redeem your shares of common stock in connection with either of the three-month extensions.

However, if we seek to complete a business combination during an extension period, investors will still be able to vote and redeem their

shares of common stock in connection with that business combination.

We will have until the

end of the combination period to consummate our initial business combination.

However, if we anticipate that we may not be able to

consummate our initial business combination within 15 months from our initial public offering, we may, by resolution of our

board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an

additional three months (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing

additional funds into the trust account as set out below.

Pursuant to the terms of the trust agreement to be entered into between us

and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for us to consummate our initial

business combination, our initial shareholders or their affiliates or designees, upon five days advance notice prior to the

applicable deadline, must deposit into the trust account for each three-month extension, $1,897,500 ($0.10 per share) on or

prior to the date of the applicable deadline, up to an aggregate of $3,795,000, or approximately $0.20 per share.

Any such payments

would be made in the form of a loan.

Any such loans will be non-interest bearing and payable upon the consummation of our

initial business combination.

If we complete our initial business combination, we would repay such loaned amounts out of the

proceeds of the trust account released to us.

If we do not complete a business combination, we will not repay such loans.

Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has agreed to

waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a

business combination.

In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish

for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the

applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not

the funds had been timely deposited.

Our sponsor and its affiliates or designees are not obligated to fund the trust account to

extend the time for us to complete our initial business combination.

If we choose to extend the period of time to consummate a

business combination as set forth herein, you will not have the ability to vote or redeem your shares of common stock in connection

with either of the three-month extensions.

However, if we seek to complete a business combination during an extension period,

investors will still be able to vote and redeem their shares of common stock in connection with that business combination.

See “Recent Developments

– Extension Meeting” above for information about our attempts to request an extension of the combination period from our shareholders.

Manner of Conducting Redemptions

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● file proxy materials with the SEC.

In the event that we seek stockholder

approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders

with the redemption rights described above upon completion of the initial business combination.

In the event that we seek

stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our

public stockholders with the redemption rights described above upon completion of the initial business combination.

If we seek stockholder approval,

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with a tender offer or redemption rights

We may require our public stockholders

seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either

tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up

to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,

We may require our public

stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders,

or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,

or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)

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If our initial business combination

is not completed, we may continue to try to complete a business combination with a different target until 15 months from the closing

of our initial public offering (or up to 21 months from the closing of our initial public offering if we extend the period of time

to consummate a business combination).

is not completed, we may continue to try to complete a business combination with a different target until the end of the combination period.

Redemption of public shares and liquidation

if no initial business combination

We will have only 15 months

from the closing of our initial public offering to complete our initial business combination (or up to 21 months from the closing

of our initial public offering if we extend the period of time to consummate a business combination).

If we are unable to complete our

initial business combination within such 15-month period (or up to 21 months from the closing of our initial public offering

if we extend the period of time to consummate a business combination), we will:

(i) cease all operations except for the purpose of

winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less

up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable) divided by the number of then outstanding

public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive

further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each

case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

be no redemption rights or liquidating distributions with respect to our rights and warrants, which will expire worthless if we fail to

complete our initial business combination within the 15-month time period (or up to 21 months from the closing of our initial

public offering if we extend the period of time to consummate a business combination).

We will have only until the

end of the combination period to complete our initial business combination.

If we are unable to complete our initial business combination

within the combination period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses,

which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our

remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law

to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to our rights and warrants, which will expire worthless if we fail to complete our initial business combination within the

combination period.

Our initial stockholders have

agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete

our initial business combination within 15 months (or up to 21 months from the closing of our initial public offering if we

extend the period of time to consummate a business combination) from the closing of our initial public offering.

However, if our initial

stockholders acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the

trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month time

period (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business

combination).

Our sponsor, officers and directors

have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated certificate

of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not

complete our initial business combination within 15 months from the closing of our initial public offering (or up to 21 months

from the closing of our initial public offering if we extend the period of time to consummate a business combination) or (ii) with

respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our

public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of

taxes payable) divided by the number of then outstanding public shares.

However, we may not redeem our public shares in an amount that

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

combination (so that we are not subject to the SEC’s “penny stock” rules).

If this optional redemption right is exercised

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

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

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the $1,400,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for

our initial business combination within the combination period.

However, if our initial stockholders acquire public shares in or after

our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares

if we fail to complete our initial business combination within the allotted combination period.

Our sponsor, officers and

directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated

certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares

if we do not complete our initial business combination within the combination period or (ii) with respect to any other provision

relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity

to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of

then outstanding public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible assets to

be less than $5,000,001 both immediately before and after the consummation of our initial business combination (so that we are not subject

to the SEC’s “penny stock” rules).

If this optional redemption right is exercised with respect to an excessive number

of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment

or the related redemption of our public shares at such time.

We expect that all costs

and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts

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

such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution,

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

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

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of

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

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

If we were to expend all of

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that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.10 per

We will seek to reduce the

possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service

providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,

interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims under our

indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

We have access to $741,228 as of December 31, 2021 remaining from the proceeds of our initial public offering with which to pay any such

potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,

stockholders who received funds from our trust account could be liable for claims made by creditors.

We will seek to reduce

the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all

vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us

waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be

liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,

including liabilities under the Securities Act.

We will not have significant funds remaining from the proceeds of our initial public

offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,

currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined

that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable

for claims made by creditors.

Under the DGCL, stockholders

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The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event

we do not complete our initial business combination within 15 months from the closing of our initial public offering (or up to 21 months

from the closing of our initial public offering if we extend the period of time to consummate a business combination) may be considered

a liquidation distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section 280 of the

DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which

any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims

brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of

stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim

or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the

we do not complete our initial business combination within the combination period may be considered a liquidation distribution under Delaware

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable

provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against

the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting

period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution

is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any

liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata

portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete

our initial business combination within 15 months from the closing of our initial public offering (or up to 21 months from the

closing of our initial public offering if we extend the period of time to consummate a business combination), is not considered a liquidation

distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal

proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the

DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of

three years, as in the case of a liquidation distribution.

If we are unable to complete our initial business combination within 15 months

from the closing of our initial public offering (or up to 21 months from the closing of our initial public offering if we extend

the period of time to consummate a business combination), we will:

(i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of the amount of interest

which may be withdrawn to pay taxes, 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each

case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

it is our intention to redeem our public shares as soon as reasonably possible following our 15 th month anniversary of

the closing date (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate

a business combination) and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially

be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend

well beyond the third anniversary of such date.

our initial business combination within the combination period, is not considered a liquidation distribution under Delaware law and such

redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due

to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims

of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation

distribution.

If we are unable to complete our initial business combination within the combination period, we will:

(i) cease all

operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

including interest (net of the amount of interest which may be withdrawn to pay taxes, 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 our remaining stockholders and our board of directors,

dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements

of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the combination

period and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any

claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the

third anniversary of such date.

Because we will not be complying

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and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares

if we do not complete our initial business combination within 15 months from the closing of our initial public offering (or up to

21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or

(B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (iii) the

redemption of all of our public shares if we are unable to complete our initial business combination within 15 months from the closing

of our initial public offering (or up to 21 months from the closing of our initial public offering if we extend the period of time

to consummate a business combination), subject to applicable law.

In no other circumstances will a stockholder have any right or interest

of any kind to or in the trust account.

In the event we seek stockholder approval in connection with our initial business combination,

a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its

shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights described

if we do not complete our initial business combination within 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 our public shares if

we are unable to complete our initial business combination within the combination period, subject to applicable law.

In no other circumstances

will a stockholder have any right or interest of any kind to or in the trust account.

In the event we seek stockholder approval in connection

with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result

in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have

also exercised its redemption rights described above.

We currently have two executive

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and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements

audited and reported on by our independent registered public auditors.

In accordance with the requirements of the Exchange Act, our annual reports will contain consolidated

financial statements audited and reported on by our independent registered public auditors.

We will provide stockholders

with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials

sent to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared

in accordance with GAAP.

We cannot assure you that any particular target business identified by us as a potential acquisition candidate

will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial

statements in accordance with GAAP.

To the extent that this requirement cannot be met, we may not be able to acquire the proposed target

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

with audited consolidated financial statements of the prospective target business as part of the tender offer materials or proxy solicitation

materials sent to stockholders to assist them in assessing the target business.

In all likelihood, these consolidated financial statements

will need to be prepared in accordance with GAAP.

We cannot assure you that any particular target business identified by us as a potential

acquisition candidate will have consolidated financial statements prepared in accordance with GAAP or that the potential target business

will be able to prepare its consolidated financial statements in accordance with GAAP.

To the extent that this requirement cannot be met,

we may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not

believe that this limitation will be material.

We will be required to evaluate

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the time and costs necessary to complete any such acquisition.

We are an “emerging growth

company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to

take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

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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 1. Business