What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-06 compared with 2022-03-18 · 1032 added, 911 removed, 656 unchanged (75% of the section changed)

23 unchanged sentences

Management’s Report on Internal Controls Over Financial Reporting

This Report does not include

a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the

Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles

generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Management 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.

Based on the assessment

performed, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

This Annual Report on Form

10-K does not include an attestation report of our registered public accounting firm due to a transition period established by rules of

the SEC for an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities

Act, as modified by the Jumpstart Our Business Startups Act of 2012.

Changes in Internal Control over Financial Reporting

20 unchanged sentences

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.

From December 2015

until June 2016, Mr.

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

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 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.

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.

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.

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

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.

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

From August 2022 to present, Mr.

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.

From June 2018 to December 2018, Mr.

Knechtel served as chief financial

officer of GENEWIZ, Inc., which had a private market valuation of $443M as of Nov.

From November 2014 to November 2017,

Knechtel served as group chief financial officer of Sims Metal Management (current market cap of approx.

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 group chief financial officer of Sims Metal Management.

From November

4 unchanged sentences

We believe that Mr.

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.

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.

Peter O’Rourke — Chairman

Peter O’Rourke has served

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

Since December 2018, Mr.

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

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 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.

From January 2017 to December 2018, Mr.

O’Rourke served

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

From May 2015 to July 2016, Mr.

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

also served both U.S.

Navy and Air Force.

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

O’Rourke also served in both the U.S.

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

2 unchanged sentences

We believe that Mr.

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

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

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

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

Ed Johnson — Director

Ed Johnson has served as a

director since the effective date of our initial public offering.

Ed Johnson has served as

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

Since March 2020, Mr.

Johnson has 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.

Johnson has served as chief

executive officer of Johnson Global Ventures, LLC.

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 M.B.A.

from Nova Southeastern

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 M.B.A.

from Nova Southeastern University.

We believe that Mr.

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

healthcare focused experience.

Johnson is well-qualified to serve as a

director of our company based on Mr.

Johnson’s healthcare focused experience.

Lauren Chung — Director

2 unchanged sentences

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

From August 2016 to April 2017, Dr.

Chung as in equity research at Maxim Group.

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

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 and ADiTx Therapeutics Inc.

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.

1 unchanged sentence

in Neuropathology

from Columbia University-College of Physicians & Surgeons, and a BA with honors in Biochemistry and Economics from Wellesley

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.

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

Chung’s extensive corporate board and investment analysis experience.

Number of Officers and Directors

45 unchanged sentences

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;

● 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

23 unchanged sentences

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

● 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 (if any) of our Chief Executive Officer’s

7 unchanged sentences

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;

● 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

2 unchanged sentences

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.

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.

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

15 unchanged sentences

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.

The nominating and corporate

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

Director Nominations

12 unchanged sentences

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.

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

13 unchanged sentences

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 15 months

after 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) , 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

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

9 unchanged sentences

in determining whether a particular target business is an appropriate business with which to effectuate 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 combination.

● 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.

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.

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

2 unchanged sentences

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.

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

10 unchanged sentences

Fred Knechtel

DiamiR Biosciences

Peter O’Rourke

Managing Partner

AXIM Biotechnologies

Johnson Global Ventures LLC

1 unchanged sentence

MINLEIGH, LLC

Cure Pharmaceutical Holding

Todos Medical Ltd.

UltraSight, Inc.

ADiTx Therapeutics Inc.

Limitation on Liability and Indemnification

46 unchanged sentences

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 .

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

4 unchanged sentences

AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our common stock as of March 1, 2022 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;

The following table sets forth

information regarding the beneficial ownership of our common stock as of February 14, 2023 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;

6 unchanged sentences

Name and Address of Beneficial Owner (1)

Shares Beneficially Owned (2)

Shares Beneficially

Percentage of

Common Stock (3)

Jack Stover (4)

5 unchanged sentences

Lighthouse Investment Partners, LLC (6)

Fir Tree Capital Management LP (7)

Shaolin Capital Management LLC (8)

* Less than 1%.

2 unchanged sentences

(2) Interests shown consist solely of founder shares.

on 24,168,750 shares of common stock outstanding.

(3) Based on 24,168,750 shares of common stock outstanding.

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

5 unchanged sentences

their ultimate pecuniary interest therein.

(5) Does not include any securities held by NorthView Sponsor I,

LLC, a limited liability company, of which each person is a direct or indirect member.

Each such person disclaims beneficial ownership

of the reported securities, except to the extent of his pecuniary interest therein.

(6) According to a Schedule 13G filed with the SEC on January 10,

2022 on behalf of (i) Lighthouse Investment Partners, LLC (“Lighthouse”), (ii) MAP 136 Segregated Portfolio, a segregated

portfolio of LMA SPC (“MAP 136”), (iii) MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 204”),

and (iv) MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”).

Lighthouse serves as the investment

manager of MAP 136, MAP 204, and MAP 214.

Because Lighthouse may be deemed to control MAP 136, MAP 204, and MAP 214, as applicable, Lighthouse

may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the

securities set forth in the table.

The principal business address for each of Lighthouse, MAP 136, MAP 204, and MAP 214 is 3801 PGA Boulevard,

Suite 500, Palm Beach Gardens, FL 33410.

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.

(6) According

to a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of (i) Lighthouse Investment Partners, LLC (“Lighthouse”),

(ii) MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), (iii) MAP 204 Segregated Portfolio, a segregated

portfolio of LMA SPC (“MAP 204”), (iv) MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”);

(v) LHP Ireland Fund Management Limited (“LHP Ireland”);

(vi) MAP 501, a sub-trust of LMA Ireland (“MAP 501”);

(vii) LMAP 909, a sub-fund of LMAP Ireland ICAV (“LMAP 909”);

(viii) LMAP 910, a sub-fund of LMAP Ireland ICAV (“LMAP

and (ix) Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (“Shaolin”).

Lighthouse serves as

the investment manager of MAP 136, MAP 204, MAP 214, and Shaolin.

LHP Ireland serves as the manager to MAP 501, LMAP 909 and LMAP 910.

Because Lighthouse and LHP Ireland may be deemed to control MAP 136, MAP 204, MAP 214, Shaolin, MAP 501, LMAP 909, and LMAP 910, as applicable,

Lighthouse and LHP Ireland may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct

the disposition of the shares set forth in the table.

The principal business address is 3801 PGA Boulevard, Suite 500, Palm Beach Gardens,

and 32 Molesworth Street, Dublin, D02 Y512, Ireland.

(7) According

to a Schedule 13G filed with the SEC on February 14, 2023 by Fir Tree Capital Management LP.

The principal business address for Fir Tree

Capital Management LP is 500 5th Avenue, 9th Floor, New York, New York 10110.

(8) According

to a Schedule 13G filed with the SEC on February 14, 2023 by Shaolin Capital Management LLC.

The principal business address for Shaolin

Capital Management LLC is 207 West 25th St, 9th Floor, New York, NY 10001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

9 unchanged sentences

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

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.

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

40 unchanged sentences

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

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

or our or their affiliates.

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

22 unchanged sentences

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid or to be paid to Marcum LLP,

or Marcum, for services rendered.

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by

Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of

our annual financial statements and other required filings with the SEC for the period from April 19, 2021 (inception) through December

31, 2021 totaled $61,800.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

PRINCIPAL ACCOUNTING FEES AND

The following is a summary of fees paid or to

be paid to Marcum LLP, or Marcum, for services rendered.

the year ended December 31, 2022 and for the period from April 19, 2021 (Inception) through December 31, 2021, fees for our independent

registered public accounting firm were approximately $128,750 and $61,800 for the services Marcum performed in connection with the audit

of our December 31, 2022 and 2021 consolidated financial statements included in this Annual Report on Form 10K.

Audit-Related Fees.

Audit-related services

consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial

statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute

or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for consultations concerning

financial accounting and reporting standards for the period from April 19, 2021 (inception) through December 31, 2021.

We did not pay Marcum for tax

planning and tax advice for the period from April 19, 2021 (inception) through December 31, 2021.

the year ended December 31, 2022 and for the period from April 19, 2021 (Inception) through December 31, 2021, fees for our independent

registered public accounting firm were approximately $0 for the services Marcum performed in connection with our Initial Public Offering.

year ended December 31, 2022 and for the period from April 19, 2021 (Inception) through December 31, 2021, our independent registered

public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

We did not pay Marcum for

other services for the period from April 19, 2021 (inception) through December 31, 2021.

the year ended December 31, 2022 and for the period from April 19, 2021 (Inception) through December 31, 2021, there were no fees billed

for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation

of our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee,

and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be

performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services

described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENTS

Documents filed as part of this Report

Our audit committee was formed

upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation

of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and

copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such

material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed

rates or on the SEC website at www.sec.gov.

EXHIBITS AND CONSOLIDATED

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 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.

filed as part of this Report

Consolidated Financial

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.

Consolidated Financial

Statement Schedules

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.

and Profusa, Inc.

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

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)

10 unchanged sentences

(incorporated by reference to exhibit 1.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Form of Stockholder Support Agreement (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K, filed November 10, 2022).

Sponsor Support Agreement (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K, filed November 10, 2022) .

Form of Lock-Up Agreement (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed November 10, 2022).

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to exhibit 10.4 of the Current Report on Form 8-K, filed November 10, 2022)

Omnibus Amendment to I-Bankers Fee Agreements (incorporated by reference to exhibit 10.5 of the Current Report on Form 8-K, filed November 10, 2022)

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

11 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

in Exhibit 101).

* Filed herewith.

† Certain of the exhibits and schedules to this exhibit have

been omitted in accordance with Regulation S-K Item 601(b)(2).

The Registrant agrees to furnish supplementally a copy of all omitted

exhibits and schedules to the SEC upon its request.

FORM 10-K SUMMARY

NORTHVIEW ACQUISITION CORPORATION

INDEX TO FINANCIAL STATEMENTS

ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

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

Balance Sheet F-3

Statement of Operations F-4

Statement of Changes in Stockholders’ Deficit F-5

Statement of Cash Flows F-6

Notes to Financial Statements F-7 - F-19

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and the Board of Directors

Consolidated Financial Statements:

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholders’ Deficit F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7 to F-21

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Northview Acquisition Corporation

Opinion on the Financial

We have audited the accompanying

balance sheet of NorthView Acquisition Corporation (the “Company”) as of December 31, 2021, the related statements of operations,

changes in stockholders’ deficit and cash flows for the period from April 19, 2021 (inception) through December 31, 2021, and the

related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash

flows for the period from April 19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted

in the United States of America.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Northview Acquisition Corporation (the “Company”) as of December 31, 2022 and 2021, the related consolidated

statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period

from April 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from April

19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

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, 2023, 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 also described in Note 1.

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

Basis for Opinion

1 unchanged sentence

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

2 unchanged sentences

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

1 unchanged sentence

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

1 unchanged sentence

Accordingly, we express no such opinion.

Our audit included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum llp

1 unchanged sentence

March 3, 2023

NORTHVIEW ACQUISITION CORPORATION

BALANCE SHEET

DECEMBER 31, 2021

ACQUISITION CORPORATION

CONSOLIDATED BALANCE

Current Assets:

5 unchanged sentences

$ 194,736,486

$ 193,060,803

Liabilities and Stockholders’ Deficit

1 unchanged sentence

Accrued offering costs and expenses

Income Tax Payable

Due to related party

Total Current Liabilities

Deferred tax liability

Warrant liabilities

1 unchanged sentence

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 18,975,000 shares at redemption value of $ 10.10

Common stock subject to possible redemption, 18,975,000 shares at redemption value of $ 10.20 at December 31, 2022 and $ 10.10 at December 31, 2021

Stockholders’ Deficit:

12 unchanged sentences

$ 194,736,486

The accompanying notes are an integral part of

the financial statements.

NORTHVIEW ACQUISITION

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM

APRIL 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

$ 193,060,803

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

ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Period

from April 19,

(Inception) through

Formation and operating costs

Loss from operations

Other income (expense)

( 1,270,554 )

Interest income earned on investments held in trust account

2 unchanged sentences

Total other income, net

Income before provision for income taxes

Provision for income taxes

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

2 unchanged sentences

Basic and diluted net income per share, common stock

The accompanying notes

are an integral part of the financial statements.

NORTHVIEW ACQUISITION

STATEMENT OF CHANGES

IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM

APRIL 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Additional Paid

The accompanying notes are an integral part

of the consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2022 AND

THE PERIOD FROM APRIL 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Stockholders’

10 unchanged sentences

$ ( 5,909,230 )

The accompanying notes

are an integral part of the financial statements.

NORTHVIEW ACQUISITION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM

APRIL 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Stockholders’

Balance as of December 31, 2021

$ ( 5,909,749 )

$ ( 5,909,230 )

Accretion of common stock to redemption amount

( 1,877,984 )

Balance as of December 31, 2022

$ ( 619,995 )

$ ( 619,476 )

The accompanying notes are an integral part

of the consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

For the Period

from April 19,

Cash flows from operating activities:

1 unchanged sentence

Interest income on cash and marketable securities held in Trust Account

( 2,579,268 )

Offering costs allocated to warrant liabilities

Change in fair value of warrant liabilities

( 6,358,235 )

Changes in operating assets and liabilities:

1 unchanged sentence

Accrued offering costs and expenses

Income tax payable

Deferred tax liability

Due to related party

4 unchanged sentences

Overpayment of amount due to related party

Net cash used in investing activities

Reimbursement of franchise tax payment from trust account

Reimbursement by related party

Net cash provided by (used in) investing activities

( 191,672,500 )

14 unchanged sentences

Deferred offering costs included in accrued offering costs and expenses

The accompanying notes

are an integral part of the financial statements.

NORTHVIEW ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization, Business Operations and Liquidity

NorthView Acquisition Corporation (the “Company”)

is a newly organized 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.

While 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.

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 Units issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to NorthView

Sponsor I, LLC, 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

The accompanying notes are an integral part

of the consolidated financial statements.

— 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 not selected any specific

Business Combination target.

While 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.

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, 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.

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.

1 unchanged sentence

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 purpose, from the net proceeds of the sale of the public units in the IPO and the sale

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 15 months from the closing of

the IPO (or up to 21 months 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.

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 15 months from the closing of the IPO (or up to 21 months 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 amount in the Trust Account is $ 10.10 per public share.

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 such 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 15-month time period.

Pursuant to the terms of the trust agreement entered

into between us and Continental Stock Transfer & Trust Company, LLC on December 20, 2021, in order to extend the time available for

us to consummate our initial business combination, our sponsor 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, an amount of $ 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.

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

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

The amount in the Trust Account as of December 31, 2022 is $ 10.20 per public share.

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.

Pursuant to the terms of the trust agreement entered into between us and Continental Stock Transfer & Trust Company, LLC on December

20, 2021, in order to extend the time available for us to consummate our initial business combination, our sponsor or their affiliates

or designees, upon five days advance notice prior to the applicable deadline, may deposit into the trust account for each three-month

extension, an amount of $ 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.

All of the Public Shares, or shares of our common

17 unchanged sentences

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 balance sheet 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.

As of December 31, 2021,

the Company 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 Company’s IPO, the Company’s 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 IPO.

Subsequent to the consummation of

the Initial Public Offering and Private Placement, the Company’s 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 the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital

Loans (see Note 5).

To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing,

management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier

of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company 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.

Risks and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that

the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Note 2 - Significant Accounting Policies

Basis of Presentation

The accompanying 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 Securities and Exchange Commission.

In the opinion of management, all adjustments (consisting

of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations

and its cash flows.

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.

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 financial statement 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

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 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 financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

Concentration of Credit Risk

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

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

and Going Concern

of December 31, 2022, the Company had approximately $ 0.2 million in cash and working capital of approximately $ 0.2 million.

the completion of the Company’s IPO, the Company’s 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 IPO.

Subsequent to the consummation of the Initial Public Offering and Private

Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement

not held in the Trust Account.

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 the Company’s officers and directors may, but are not obligated to, provide the Company

Working Capital Loans (see Note 5).

As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans.

The Company has until March 22, 2023 to consummate

a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by March 22, 2023.

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 by up to an additional six (6) months 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, 2023.

The Company will hold a meeting on March 10, 2023 to vote on a proposal

to amend 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, 2023, monthly for up to nine additional months

at the election of the Company, ultimately until as late as December 22, 2023 (the “Extension”, and such extension date

the “Extended Date”).

There is no guarantee that a vote to approve an extension will take place.

and Uncertainties

Management is continuing to evaluate the impact

of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably possible that it could have a negative

effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is

not readily determinable as of the date of these consolidated financial statements.

The consolidated financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

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.

In addition, 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.

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.

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.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Growth Company

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)(l) 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.

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.

Accordingly, 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,

1 unchanged sentence

The Company has not experienced losses on this account.

Cash and Cash Equivalents

considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

did not have any cash equivalents as of December 31, 2021.

Securities Held in Trust Account

31, 2021, 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.

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, 2022 and 2021.

and Marketable Securities Held in Trust Account

December 31, 2022 and 2021, 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.

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

Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.

classifies 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.

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’ fair value.

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.

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

Such amortization and accretion are included in the “interest income” line item in the statement of operations.

income is recognized when earned.

value, excluding gross unrealized holding loss, and fair value of held to maturity securities on December 31, 2021 are as follows:

On June 29, 2022, 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, $ 8,447 of interest income from the Trust Account was withdrawn by the Company for the payment of its taxes.

The Company classifies 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.

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’ fair value.

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.

carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on December 31, 2022 and 2021

are as follows:

Treasury Bills

1 unchanged sentence

$ 194,268,408

Treasury Bills

$ 191,653,961

$ 191,641,049

The Company accounts for income taxes under ASC

5 unchanged sentences

it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2022 and 2021, the company’s

deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was 6.5 % and 0.0 % for the years ended December

31, 2022 and 2021, respectively.

The effective rate differs from the statutory tax rate of 21 % for the years ended December 31, 2022 and

2021, due to the changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company has identified the United States

as its only “major” tax jurisdiction.

The Company may be subject to potential examination

by federal and state taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing

and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Fair Value of Financial Instruments

The fair value of the

Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due

to their short-term nature, except for the warrant liabilities.

Fair value is defined

as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market

participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities

(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The Company’s financial instruments

are classified as either Level 1, Level 2 or Level 3.

in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

Company has identified the United States as its only “major” tax jurisdiction.

Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes.

These potential

examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance

with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will

materially change over the next twelve months.

Value of Financial Instruments

The fair value of the Company’s assets and

liabilities approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term

nature, except for the warrant liabilities.

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The Company’s financial

instruments are classified as either Level 1, Level 2 or Level 3.

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.

Derivative Financial Instruments

The Company evaluates

its financial instruments, such as warrants, to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at

fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement

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.

Financial Instruments

The Company evaluates its financial instruments,

such as warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance

with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date

and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations.

assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement

or conversion of the instrument could be required within 12 months of the balance sheet date.

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.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each

warrant must be recorded as a liability.

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 statement of operations (See Note 8).

Offering Costs associated

with the Initial Public Offering

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).

Costs associated with the Initial Public Offering

Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”,

and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction

2 unchanged sentences

offering costs amounting to $ 7,959,726 as a result of the IPO (consisting of $ 3,450,000 of underwriting fees, $ 3,570,576 of

Representative’s Shares cost, $ 259,527 of Representative’s Warrants cost and $ 679,623

of other offering costs).

The Company recorded $ 7,701,178 of offering costs as a reduction of temporary equity in connection with the

common stock included in the Units.

The Company immediately expensed $ 258,548 of offering costs in connection with the Public Warrants,

Private Placement Warrants and Representative’s Warrants that were classified as liabilities.

Net Income Per Common Stock

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 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 periods.

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:

the Period from

Representative’s Shares cost, $ 259,527 of Representative’s Warrants cost and $ 679,623 of other offering costs).

The Company recorded $ 7,701,178 of offering costs as a reduction of temporary equity in connection with the common stock included

in the Units.

The Company immediately expensed $ 258,548 of offering costs in connection with the Public Warrants, Private Placement

Warrants and Representative’s Warrants that were classified as liabilities.

Income (Loss) 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 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.

table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for

each category of common stock:

For the Year Ended

December 31, 2022

For the Period from

April 19, 2021

(Inception) through

Common stock subject to possible redemption

December 31, 2021

Basic and diluted net income per share:

2 unchanged sentences

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 subject

to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

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.

As of December 31, 2021,

the amount of public common stock reflected on the balance sheet is reconciled in the following table:

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 subject to redemption outside of permanent equity as the redemption provisions are not solely within the control

of the Company.

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.

As of December 31, 2022 and 2021, the amount of

public common stock reflected on the consolidated balance sheets is reconciled in the following table:

Gross proceeds

5 unchanged sentences

Accretion of redeemable common stock

Contingently redeemable common stock

Contingently redeemable common stock, December 31, 2021

$ 191,647,500

Recently Issued Accounting Standards

In August 2020, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU

2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require

separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception

guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional

disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption

The Company adopted ASU 2020-06 upon its incorporation.

The impact to the Company’s balance sheet and statements

of operations and cash flows was not material.

Accretion of redeemable common stock

Contingently redeemable common stock, December 31, 2022

$ 193,525,484

Issued Accounting Standards

Management does not believe that any other recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial

Note 3 - Initial Public Offering

On December 22, 2021, the Company sold 18,975,000

Units, (which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $10.00

Each unit that the Company is offering has a price of $10.00 and consists of one share of common stock, one right, and one-half of

one redeemable warrant.

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

consummation of an initial business combination.

Each whole warrant entitles the holder thereof to purchase one share of common stock

at a price of $11.50 per share, subject to adjustment as described herein.

Public Warrants

Each whole warrant entitles the holder to purchase

one share of common stock at a price of $ 11.50 per share, subject to adjustment as discussed herein.

In addition, if (x) the Company

issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing

of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of common stock (with such

issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to

the initial stockholders or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates,

as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances

represent more than 60 % of the total equity proceeds, and interest thereon, available for funding the initial Business Combination (net

of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting

on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”)

is below $ 9.20 per share, the exercise price shall be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value

and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described in the section “Redemption of warrants”

will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The warrants will become exercisable on the later

of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire

five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier

upon redemption or liquidation.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its reasonable

best efforts to file, and within 60 business days after the closing of the initial Business Combination, to have declared effective, a

registration statement relating to those shares of common stock, and to maintain a current prospectus relating to such shares of common

stock until the warrants expire or are redeemed.

Notwithstanding the foregoing, if a registration statement covering the shares of common

stock issuable upon exercise of the warrants is not effective within the above specified period following the consummation of the initial

Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when

the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption

provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Redemption of Warrants

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

● in whole and not in part;

● 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.

If the Company calls the warrants for redemption

as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless

basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will

consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect

on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants.

In such event,

each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient

obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference

between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending

on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Note 4 - Private Placement

The Company’s Sponsor, I-Bankers and

Dawson James have purchased an aggregate of 7,347,500 warrants (which included 697,500 Units issued pursuant to the full exercise of the

over-allotment option) at a price of $ 1.00 per warrant ($ 7,347,500 in the aggregate) in a private placement that closed simultaneously

with the closing of the IPO.

Of such amount, 5,162,500 warrants were purchased by the Sponsor and 2,185,000 warrants were purchased by

I-Bankers and Dawson James.

The Private Placement Warrants are identical to

the warrants included in the Units sold in the IPO, except that the Private Placement Warrants:

(i) will not be redeemable by the

Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers

or any of their permitted transferees.

If the Private Placement Warrants are held by holders other than the initial purchasers or any

of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the

same basis as the warrants included in the Units being sold in the IPO.

Note 5 - Related Party Transactions

Founder Shares

In April 2021, the Sponsor paid $ 25,000 ,

or approximately $ 0.005 per share, to cover certain of the offering costs in exchange for an aggregate of 5,175,000 shares of common

stock, par value $ 0.0001 per share (the “Founder Shares”).

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 the Sponsor holding an aggregate of 4,743,750 shares of common stock.

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated

financial statements.

3 — PUBLIC OFFERING

December 22, 2021, the Company sold 18,975,000 Units, (which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment

option) at a purchase price of $10.00 per Unit.

Each unit that the Company is offering has a price of $10.00 and consists of one share

of common stock, one right, and one-half of one redeemable warrant.

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

of one share of common stock upon the consummation of an initial business combination.

Each whole warrant entitles the holder thereof

to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described herein.

whole warrant entitles the holder to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment as

discussed herein.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for

capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price

of less than $ 9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the

board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account

any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)),

(y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon,

available for funding the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of

the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business

Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price shall be adjusted (to the

nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption

trigger price described in the section “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 %

of the higher of the Market Value and the Newly Issued Price.

warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its

initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at

5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business

Combination, the Company will use its reasonable best efforts to file, and within 60 business days after the closing of the initial Business

Combination, to have declared effective, a registration statement relating to those shares of common stock, and to maintain a current

prospectus relating to such shares of common stock until the warrants expire or are redeemed.

Notwithstanding the foregoing, if a registration

statement covering the shares of common stock issuable upon exercise of the warrants is not effective within the above specified period

following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants

on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities

Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to

exercise their warrants on a cashless basis.

the warrants become exercisable, the Company may redeem the outstanding warrants:

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

exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants

on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants

that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of common stock issuable upon

the exercise of the warrants.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of

shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying

the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined

below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the

common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the

holders of warrants.

4 — PRIVATE PLACEMENT

Company’s Sponsor, I-Bankers and Dawson James have purchased an aggregate of 7,347,500 Private Placement Warrants (which included

697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option) at a price of $ 1.00 per warrant

($ 7,347,500 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO.

Of such amount, 5,162,500

Private Placement Warrants were purchased by the Sponsor and 2,185,000 Private Placement Warrants were purchased by I-Bankers and Dawson

Private Placement Warrants are identical to the warrants included in the units sold in the IPO, except that the Private Placement Warrants:

(i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are

held by the initial purchasers or any of their permitted transferees.

If the Private Placement Warrants are held by holders other than

the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable

by the holders on the same basis as the warrants included in the Units being sold in the IPO.

5 — RELATED PARTY TRANSACTIONS

April 2021, the Sponsor paid $ 25,000 , or approximately $ 0.005 per share, to cover certain of the offering costs in exchange for an aggregate

of 5,175,000 shares of common stock, par value $ 0.0001 per share (the “Founder Shares”).

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 the Sponsor holding an aggregate of 4,743,750 shares of common

The Founder Shares include an aggregate of up to 618,750 shares subject to forfeiture if the over-allotment option is not exercised

2 unchanged sentences

to forfeiture.

The Sponsor has agreed not to transfer, assign

or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination

or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial

Business Combination that results in all of the Company’s public stockholders having the right to exchange their shares of common

stock for cash, securities or other property (the “Lock-up”).

Notwithstanding the foregoing, if the last sale price of the

Company’s 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 the initial Business

Combination, the Founder Shares will be released from the Lock-up.

Sponsor has agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the

completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or

other similar transaction after the initial Business Combination that results in all of the Company’s public stockholders having

the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”).

Notwithstanding

the foregoing, if the last sale price of the Company’s 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 the initial Business Combination, the Founder Shares will be released from the Lock-up.

Promissory Note – Related Party

On 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 due at the earlier of September 30,

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.

Through 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 is owed back to the Company, and is accounted for as due from related party as of December 31,

Related Party Loans

In order to finance transaction costs in connection

with an intended initial 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, loan the Company funds as may be required (the “Working Capital

If the Company completes the initial Business Combination, the Company would repay such loaned amounts out of the proceeds

of the Trust Account released to the Company.

Otherwise, such loans would be repaid only out of funds held outside the Trust Account.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the

Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.

Up to $ 1,500,000

of such loans may be convertible, at the option of the lender, into warrants at a price of $ 1.00 per warrant of the post Business Combination

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise

At December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Service Fee

Commencing on the effective date of the IPO, the

Company will pay an affiliate of one of the Company’s officers a total of $ 5,000 per month for office space, utilities, secretarial

support and other administrative and consulting services.

Upon completion of the Company’s Business Combination or its liquidation,

the Company will cease paying these monthly fees.

As of December 31, 2021, $ 1,613 had been accrued and charged to operating expenses.

Extension Loans

The Company will have until 15 months from

the closing of the IPO to consummate an initial Business Combination.

However, if the Company anticipates that it may not be able to consummate

the initial Business Combination within 15 months, it may, by resolution of the Company’s board if requested by the Sponsor,

extend the period of time to 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.

In order to extend the time available

for the Company to consummate its initial Business Combination, the Sponsor 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) on or

prior to the date of the applicable deadline, up to an aggregate $ 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 the initial Business

If the Company completes its initial Business

Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

If the Company does

not complete a Business Combination, it will not repay such loans.

Furthermore, the letter agreement with the Company’s initial

stockholders contains a provision pursuant to which the 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 the Company does not complete a Business Combination.

In the event that the Company receives

notice from the Sponsor five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company intends

to issue a press release announcing such intention at least three days prior to the applicable deadline.

In addition, the Company intends

to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

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 September 30, 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.

order to finance transaction costs in connection with an intended initial 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, loan the Company

funds as may be required (the “Working Capital Loans”).

If the Company completes the initial Business Combination, the Company

would repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

Otherwise, such loans would be repaid

only out of funds held outside the Trust Account.

In the event that the initial Business Combination does not close, the Company may

use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account

would be used to repay such loaned amounts.

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

At December 31, 2022 and 2021, the Company had no borrowings under

the Working Capital Loans.

Administrative

Services Agreement

Commencing on the effective

date of the IPO, the Company began paying its Sponsor a total of $ 5,000 per month for office space, utilities, secretarial support

and other administrative and consulting services.

Upon completion of the Company’s Business Combination or its liquidation, the

Company will cease paying these monthly fees.

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 incurred and billed

relating to the administrative service fee.

Company will have until 15 months from the closing of the IPO to consummate an initial Business Combination.

However, if the Company

anticipates that it may not be able to consummate the initial Business Combination within 15 months, it may, by resolution of the

Company’s board if requested by the Sponsor, extend the period of time to 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.

In order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor

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 $ 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 the initial Business Combination.

the Company completes its initial Business Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released

to the Company.

If the Company does not complete a Business Combination, it will not repay such loans.

Furthermore, the letter agreement

with the Company’s initial stockholders contains a provision pursuant to which the 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 the Company does not complete a Business Combination.

In the event that the Company receives notice from the Sponsor five days prior to the applicable deadline of its wish for the Company

to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable

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

funds had been timely deposited.

Note 6 – Commitments and Contingencies

Registration Rights

The 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) will be entitled

to registration rights pursuant to a registration rights agreement to be signed prior to or 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 statements.

Underwriters Agreement

The 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, if any.

On December 22, 2021, the over-allotment

was fully exercised.

The underwriters received a cash underwriting

discount of approximately 1.82 % of the gross proceeds of the IPO, or $ 3,450,000 .

Business Combination Marketing Agreement

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.

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,

On December 22, 2021, the over-allotment was fully exercised.

underwriters received a cash underwriting discount of approximately 1.82 % of the gross proceeds of the IPO, or $ 3,450,000 .

Combination Marketing Agreement

Under a Business Combination marketing agreement,

4 unchanged sentences

and public filings in connection with the Business Combination.

The Company will 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 .

Representative’s Shares

On December 22, 2021, the Company issued 450,000 shares

(Representative Shares) of common stock (which included 37,500 Units 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).

I-Bankers and Dawson James (and/or their

designees) have agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination.

I-Bankers and Dawson James (and/or their designees) have agreed (i) to waive their redemption rights with respect to such shares

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

from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination

The fair value of the Representative’s Shares issued are recognized as offering

costs directly attributable to the issuance of an equity contract to be classified in equity 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:

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 subsequently amended 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.

Representative’s

December 22, 2021, the Company issued 450,000 shares (Representative 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).

I-Bankers and Dawson James (and/or their designees) have agreed not to transfer, assign or sell

any such shares until the completion of the initial Business Combination.

In addition, I-Bankers and Dawson James (and/or their

designees) have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the

initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to

such shares if the Company fails to complete its initial Business Combination within the Combination Period.

The fair value of the Representative’s

Shares issued are recognized as offering costs directly attributable to the issuance of an equity contract to be classified in equity

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

2 unchanged sentences

Fair value of Representative’s Shares

Representative’s Warrants

Representative’s

The Company granted to I-Bankers and Dawson

James (and/or their designees) 569,250 warrants (which included 74,250 Units 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.

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 5110(e)(1).

Pursuant to FINRA Rule 5110(e)(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.

The warrants grant to 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 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.

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

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

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 5110(e)(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.

The warrants grant to 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.

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.

On November 7, 2022, NorthView entered into a

Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Merger Sub., and Profusa, Inc., a California

corporation (“Profusa”).

The Merger Agreement provides that, among other things, at 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 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.

Note 7 - Stockholders’ Deficit

Preferred stock — The

Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 and with such designations, rights

and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2021, there was no

preferred stock issued or outstanding.

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.

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

On December 22, 2021, the Company has also issued 450,000 shares (Representative’s Shares) of common stock (which

included 37,500 Units 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, 2021, there were 5,193,750 shares of common stock issued and outstanding, excluding

18,975,000 shares of common stock subject to redemption.

Common stockholders of record are entitled to

one vote for each share held on all matters to be voted on by stockholders.

Unless specified in the Company’s amended and restated

certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative

vote of a majority of the Company’s common stock that are voted is required to approve any such matter voted on by the stockholders.

There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50 % of the shares

voted for the election of directors can elect all of the directors (prior to consummation of the initial Business Combination).

The Company’s

stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available

stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 and

with such designations, rights and preferences as may be determined from time to time by the Company’s board of directors.

of December 31, 2022 and 2021, 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, 2022 and 2021, there were 5,193,750 shares of common stock issued and outstanding, excluding 18,975,000 shares

of common stock subject to redemption.

stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

Unless specified in

the Company’s amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL

or applicable stock exchange rules, the affirmative vote of a majority of the Company’s common stock that are voted is required

to approve any such matter voted on by the stockholders.

There is no cumulative voting with respect to the election of directors, with

the result that the holders of more than 50 % of the shares voted for the election of directors can elect all of the directors (prior

to consummation of the initial Business Combination).

The Company’s stockholders are entitled to receive ratable dividends when,

as and if declared by the board of directors out of funds legally available therefor.

Note 8 - Fair Value Measurements

The following

table presents information about the Company’s liabilities that are measured at fair value on December 31, 2021, and

indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

following tables present information about the Company’s liabilities that are measured at fair value on December 31, 2022 and 2021,

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

December 31, 2022

Warrant liabilities – Public Warrants

1 unchanged sentence

Warrant liabilities – Representative’s Warrants

Warrants, the Private Placement Warrants and the Representative’s Warrants were accounted for as liabilities in accordance with

ASC 815-40 and are presented within liabilities on the balance sheet.

The warrant liabilities are measured at fair value at inception

and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of

used a Monte Carlo simulation model to value the Public Warrants, the Private Placement Warrants and the Representative’s Warrants.

The Company 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 Public Warrants, 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.

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.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 22, 2021:

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of Common stock

inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 31, 2021:

Warrant liabilities – Public Warrants

Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s Warrants

The Public Warrants, the Private Placement Warrants

and the Representative’s Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities

on the consolidated balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes

in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants and the subsequent measurement at December

The subsequent measurement of the Public Warrants at December 31, 2022 was classified as Level 1 due to the use of an observable

market quote in an active market.

As of December 31, 2022 and 2021, the aggregate value of Public Warrants was $ 450,656 and $ 3,890,177 ,

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

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 were as follows at December 31, 2022 and 2021:

Risk-free interest rate

3 unchanged sentences

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:

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, 2022 and 2021:

Representative’s

Fair value at April 19, 2021 (inception)

Initial measurement at December 22, 2021

Fair value at December 31, 2021

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 )

Fair value at December 31, 2022

Note 9 – Income Tax

The Company’s net deferred tax assets are as follows:

Deferred tax asset

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,

9 – Income Taxes

Company’s net deferred tax assets are as follows:

Deferred tax asset/(liability)

Organizational costs/Startup expenses

Unrealized gain/loss - Trust

Federal Net Operating loss

Total deferred tax asset

Net deferred tax asset

Valuation allowance

Deferred tax asset, net of allowance

The income tax provision consists of the following:

Deferred tax (liability), net of

income tax provision consists of the following:

For the Year Ended December 31,

For the period from

3 unchanged sentences

Income tax provision

As of December 31, 2021, the Company had $ 2,023

federal net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax

assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred

tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of

the information available, management believes that significant uncertainty exists with respect to future realization of the deferred

tax assets and has therefore established a full valuation allowance.

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

2021, the change in the valuation allowance was $ 8,103 .

A reconciliation of the federal income tax rate

to the Company’s effective tax rate is as follows:

of December 31, 2022 and 2021, the Company had $ 0 and $ 2,023 in U.S.

federal net operating loss carryovers available to offset

future taxable income.

In assessing the realization of the deferred tax assets,

management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary

differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax

liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the

information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax

assets and has therefore established a full valuation allowance.

For the year ended December 31, 2022 and for the period from April 19,

2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 224,381 and $ 8,103 .

reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

Statutory federal income tax rate

4 unchanged sentences

Income tax provision

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.

Note 10 - Subsequent Events

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

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

Based on the Company’s review,

other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in

the financial statements.

On January 21, 2022, the Company announced that

its units will no longer trade, and that the Company’s common stock, rights and redeemable warrants, which together comprise the

units, will commence trading separately.

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.

/s/ Jack Stover

Chief Executive Officer

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

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.

ACQUISITION CORP.

Executive Officer

March 3, 2023

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

/s/ Jack Stover

Chief Executive Officer and Director

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.

Chief Executive Officer

March 3, 2023

(Principal Executive Officer)

/s/ Fred Knechtel

Chief Financial Officer, Executive Vice

Fred Knechtel

Chief Financial Officer,

Executive Vice President, Director

March 3, 2023

Fred Knechtel

President, Director

(Principal Financial and Accounting

/s/ Peter O’Rourke

(Principal Financial and

Accounting Officer)

Peter O’Rourke

March 3, 2023

Peter O’Rourke

/s/ Ed Johnson

March 3, 2023

/s/ Lauren Chung

March 3, 2023

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