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Item 7. Management’s Discussion and Analysis

2023-03-06 compared with 2022-03-18 · 168 added, 108 removed, 48 unchanged (85% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

All statements other than

statements of historical fact included in this Report including, without limitation, statements under “Item 7.

Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business

strategy and the plans and objectives of management for future operations, are forward-looking statements.

When used in this Report, words

such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar

expressions, as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking statements

are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed

in our filings with the SEC.

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion

and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the

notes thereto contained elsewhere in this Report.

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated

financial statements and the notes related thereto which are included in “Item 8.

Consolidated Financial Statements and Supplementary

Data” of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a

result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

We are a blank check company

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Business Combination will be successful.

Recent Developments

On November 7, 2022, NorthView

entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among NorthView, NV Profusa Merger

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

corporation (“Profusa”).

The Merger Agreement provides

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

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

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

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

The Business Combination is

subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental

approvals and the required approval by the stockholders of NorthView and Profusa.

There is no assurance that the Business Combination

will be completed.

The aggregate consideration

to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000.

The exchange ratio will be equal

to (a) $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share.

Subject to certain

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

additional 3,875,000 shares of NorthView Common Stock (the “Earnout Shares”).

One-quarter of the Earnout Shares will be

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

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

trading day period (“Milestone Event I”).

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

second anniversary of the Closing, the combined company’s common stock achieves a daily volume weighted average market price

of at least $14.50 per share for a similar number of days (“Milestone Event II”).

One-quarter of the Earnout Shares will

be issued 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).

Results of Operations

As of December 31, 2021,

we had not commenced any operations.

All activity for the period from April 19, 2021 (inception) through December 31, 2021 relates to

our formation and the Initial Public Offering, and, subsequent to the IPO, identifying a target company for a Business Combination.

have neither engaged in any operations nor generated any revenues to date.

We will not generate any operating revenues until after the

completion of our initial Business Combination, at the earliest.

We will generate non-operating income in the form of interest income

and unrealized gains from the cash and marketable securities held in the Trust Account.

We expect to incur increased expenses as a result

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

of December 31, 2022, we had not commenced any operations.

All activity for the period from April 19, 2021 (inception) through December

31, 2022 relates to our formation and the Initial Public Offering, and, subsequent to the IPO, identifying a target company for a Business

We have neither engaged in any operations nor generated any operating revenues to date.

We will not generate any operating

revenues until after the completion of our initial Business Combination, at the earliest.

We will generate non-operating income in the

form of interest income and unrealized gains from the cash and marketable securities held in the Trust Account.

We expect to incur increased

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

diligence expenses.

For the year ended December

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

and interest income of $2,579,268, offset by formation and operating costs of $1,270,554 and provision for income taxes of $499,211.

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

a gain or loss from the change in fair value of the warrant liabilities in the period in which the change occurred.

For the period from April

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allocated to warrants of $258,548.

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

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

the change occurred.

Liquidity and Capital Resources

As of December 31, 2021, we had

$741,228 in cash and working capital of $998,574 (excluding the amount of franchise tax payable that could be paid from available trust

interest income).

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

from the sponsor of $25,000 for the founder shares to cover certain of the offering costs and the loan under an unsecured promissory note

from the sponsor of $204,841, which was fully paid upon the initial public offering.

Subsequent to the consummation of the initial public

offering and private placement, our liquidity needs have been satisfied through the proceeds from the consummation of the private placement

not held in the trust account.

In addition, 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 our officers and directors may, but are not obligated to, provide us working capital loans.

To date, there

were no amounts outstanding under any working capital loans.

Based on the foregoing, management

believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation

of a business combination or one year from this filing.

Over this time period, we will be using these funds to pay existing accounts payable,

identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses,

paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating

the business combination.

Liquidity and Going Concern

As of December 31, 2022, we

had approximately $0.2 million in cash and working capital of approximately $0.2 million.

For the year ended December 31,

2022, cash used in operating activities was $581,189.

Net income of $7,167,738 was impacted primarily by trust interest income of $2,579,268

and change in fair value of our warrant liabilities of $6,358,235.

Changes in operating assets and liabilities reflected a source of cash

of $1,188,576 from operating activities during such period.

Prior to the completion of

the initial public offering, our liquidity needs had been satisfied through a capital contribution from the sponsor of $25,000 for the

founder shares to cover certain of the offering costs and the loan under an unsecured promissory note from the sponsor of $204,841, which

was fully paid upon the initial public offering.

Subsequent to the consummation of the initial public offering and private placement,

our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the trust account.

In addition, 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 our officers and directors may, but are not obligated to, provide us working capital loans.

To date, there were no amounts

outstanding under any working capital loans.

We have until March 22, 2023

to consummate a Business Combination (which may be extended by up to six months as described in this report).

It is uncertain that we

will be able to consummate a Business Combination by such date.

If a Business Combination is not consummated by the required date, there

will be a mandatory liquidation and subsequent dissolution.

In connection with our 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 we be unable to complete a business combination, raises substantial doubt

about our 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 we be required to liquidate after March 22, 2023.

Off-Balance Sheet Financing Arrangements

We did not have any off-balance

sheet arrangements as of December 31, 2021, as defined in Item 303(a)(4)(ii) of Regulation S-K.

sheet arrangements as of December 31, 2022 and 2021.

Contractual Obligations

As of December 31, 2021,

we did not have any long-term debt, capital or operating lease obligations.

We entered into an administrative

services agreement pursuant to which we will pay an affiliate of one of our directors for office space and secretarial and administrative

As of December 31, 2022 and

2021, we did not have any long-term debt, finance or operating lease obligations.

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

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

We have engaged I-Bankers

and Dawson James as advisors in connection with our acquiring, engaging in a share exchange, share reconstruction and amalgamation with,

purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar Business

Combination with one or more businesses or entities.

We will pay I-Bankers and Dawson James for such services a fee equal to 3.68% of

the gross proceeds of the Public Offering.

For the year ended December 31, 2022, $63,387

had been incurred and billed relating to the administrative service fee.

As of December 31, 2022, $25,000 relating to the administrative

service fee was not paid yet and recorded as due to related party.

For the period from April 19, 2021 (inception) through December 31,

2021, $1,613 had been accrued and charged to operating expenses.

NorthView previously engaged

I-Bankers as an advisor to assist in holding meetings to discuss the potential business combination and the target business’ attributes,

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

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

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

In connection with such engagement, NorthView

agreed to pay IBS a cash fee (the “Business Combination Fee”) for such services upon the consummation of a business combination

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

might become payable).

NorthView had also previously entered into an engagement letter (the “Engagement Letter”) contemplating

the Business Combination Fee.

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

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

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

Critical Accounting Policies

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We describe our

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

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

Certain of our accounting policies require that management

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

On an ongoing basis, management reviews

the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance

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

outside sources, as appropriate.

However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore,

actual results could differ from our estimates.

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

in this report.

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

Certain of our accounting policies

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

On an ongoing

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

are presented fairly and in accordance with U.S.

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

trends and information available from outside sources, as appropriate.

However, by their nature, judgments are subject to an inherent

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

Warrant Liabilities

account for the warrants issued in connection with the IPO 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.

we classified each warrant as a liability at its fair value.

We account for the warrants

issued in connection with the IPO 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, we 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 our

statement of operations.

Net Income Per Common Stock

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

Earnings and losses

are shared pro rata between the two categories of shares.

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

to purchase our shares were excluded from diluted earnings per share for the period from April 19, 2021 (inception) through December 31,

2021 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 period.

With each such re-measurement,

the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in our consolidated statements of operations.

Net Income (Loss) Per Common Stock

We have two categories of

shares, which are referred to as common stock subject to possible redemption and common stock.

Earnings and losses are shared pro rata

between the two categories of shares.

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

were excluded from diluted earnings per share for the year ended December 31, 2022 and for the period from April 19, 2021 (inception)

through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

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

Common Stock Subject to Possible Redemption

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

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

the initial Business Combination.

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

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

The public common stock sold as part of the Units in

the IPO 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.

The public common stock is subject

to ASC 480-10-S99 and is currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above.

According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.

Our common stock sold as part

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

shares in connection with our liquidation, or if there is a stockholder vote or tender offer in connection with the initial Business Combination.

In accordance with ASC 480-10-S99, we classify public common stock subject to redemption outside of permanent equity as the redemption

provisions are not solely within our control.

The public common stock sold as part of the Units in the IPO 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.

The public common stock is subject to ASC 480-10-S99 and is currently

not redeemable as the redemption is contingent upon the occurrence of events mentioned above.

According to ASC 480-10-S99-15, no subsequent

adjustment is needed if it is not probable that the instrument will become redeemable.

Recent Accounting Standards

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that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

financial statements.

consolidated financial statements.

The JOBS Act contains

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is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that comply

with new or revised accounting pronouncements as of public company effective dates.

As a result, our consolidated financial statements may not be comparable to companies

that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the

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comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent

registered public accounting firm’s report providing additional information about the audit and the financial statements (auditor

discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period

of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,”

whichever is earlier.

registered public accounting firm’s report providing additional information about the audit and the consolidated financial statements

(auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive

compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply

for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth

company,” whichever is earlier.

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 7. Management’s Discussion and Analysis