What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-17 compared with 2022-11-10 · 816 added, 890 removed, 249 unchanged (87% of the section changed)

1 unchanged sentence

ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

September 30,

CONSOLIDATED BALANCE SHEETS

Current Assets:

Prepaid expenses and other current assets

Accounts receivable – related party

Total Current Assets

Prepaid expenses, non-current

Cash and marketable securities held in Trust Account

$ 193,792,870

$ 193,060,803

Liabilities, Redeemable Common Stock and Stockholders’ Deficit

expenses and other current assets

Current Assets

and marketable securities held in Trust Account

Redeemable Common Stock and Stockholders’ Deficit

Accrued expenses

to related party

Current Liabilities

Accrued offering costs and expenses

Income tax payable

Due to related party

Total Current Liabilities

Warrant liabilities

Total Liabilities

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 18,975,000 shares at redemption value of approximately $ 10.16 and $ 10.10 at September 30, 2022 and December 31, 2021, respectively

Stockholders’ Deficit:

tax liability

and Contingencies

Common stock subject to possible redemption, 974,132 and 18,975,000 shares at redemption value of approximately $ 10.22 and $ 10.20 at March 31, 2023 and December 31, 2022, respectively

Stockholders’

Preferred stock, $ 0.0001 par value;

3 unchanged sentences

100,000,000 shares authorized;

5,193,750 shares issued and outstanding (excluding 18,975,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021

Additional paid-in capital

Accumulated deficit

( 5,909,749 )

Total Stockholders’ Deficit

( 5,909,230 )

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

$ 193,792,870

$ 193,060,803

accompanying notes are an integral part of the unaudited condensed financial statements.

5,193,750 shares issued and outstanding at March 31, 2023 and December 31, 2022 (excluding 974,132 and 18,975,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022, respectively)

Stockholders’ Deficit

Liabilities, Redeemable Common Stock and Stockholders’ Deficit

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

ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended

September 30,

Formation and operating costs

Loss from operations

Other income:

Interest income earned on cash and marketable securities held in Trust Account

Change in fair value of warrant liabilities

Total other income

Income (loss) before provision for income tax

Income tax provision

Net income (loss)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

the three months ended

and operating costs

from operations

income/(loss):

income earned on cash and marketable securities held in Trust Account

loss on marketable securities held in Trust Account

in fair value of warrant liabilities

other income, net

before provision for income tax

tax provision

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

1 unchanged sentence

Basic and diluted weighted average shares outstanding, common stock

4,125,000 (1)(2)(3)

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

(1) Excludes up to 618,750 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

(2) In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares of common stock.

All shares and associated amounts were retroactively restated to reflect the share surrender (see Notes 5 and 7).

(3) On December 20, 2021, the Company effected a 1.1-for-1 stock dividend resulting in the Sponsor holding 4,743,750 shares of common stock.

All shares and associated amounts were retroactively restated to reflect the stock dividend (see Notes 5 and 7)

accompanying notes are an integral part of the unaudited condensed financial statements.

Basic and diluted net income per share, common stock

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

ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022, FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021, AND FOR THE PERIOD FROM

19, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2023

Stockholders’

Balance as of December 31, 2021

as of December 31, 2022

$ ( 619,995 )

$ ( 619,476 )

Balance as of March 31, 2022 (unaudited)

of common stock to redemption value

( 1,279,617 )

Accretion of common stock to redemption value

Balance as of June 30, 2022 (unaudited)

tax on stock redemptions

( 1,848,455 )

Accretion of common stock to redemption value

as of March 31, 2023 (unaudited)

$ ( 3,307,172 )

$ ( 3,306,653 )

Balance as of September 30, 2022 (unaudited)

THE THREE MONTHS ENDED MARCH 31, 2022

Stockholders’

as of December 31, 2021

$ ( 5,909,749 )

$ ( 5,909,230 )

Stockholders’

Shares (1) (2) (3)

Balance as of April 19, 2021 (inception)

Class B common stock issued to initial stockholder

Balance as of June 30, 2021 (unaudited)

Balance as of September 30, 2021 (unaudited)

(1) Includes up to 618,750 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

(2) In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares of common stock.

All shares and associated amounts were retroactively restated to reflect the share surrender (see Notes 5 and 7).

(3) On December 20, 2021, the Company effected a 1.1-for-1 stock dividend resulting in the Sponsor holding 4,743,750 shares of common stock.

All shares and associated amounts were retroactively restated to reflect the stock dividend (see Notes 5 and 7)

accompanying notes are an integral part of the unaudited condensed financial statements.

as of March 31, 2022 (unaudited)

( 2,200,732 )

( 2,200,213 )

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

ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Net income (loss)

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

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

Interest income on cash and marketable securities held in Trust Account

( 1,845,005 )

Unrealized loss on marketable securities held in Trust Account

Change in fair value of warrant liabilities

( 3,877,929 )

Deferred tax benefit

Changes in operating assets and liabilities:

5 unchanged sentences

Cash flows from investing activities:

Reimbursement of franchise tax payment from Trust Account

Reimbursement by related party

Payment of extension fee into Trust Account

Cash withdrawn from Trust Account in connection with redemption

Reimbursement of franchise and income taxes from Trust Account

Net cash provided by investing activities

Cash flows from financing activities:

Redemption of common stock

( 184,845,836 )

Net cash used in financing activities

( 184,845,836 )

Net change in cash

2 unchanged sentences

Supplemental disclosure of cash flow information:

Income taxes paid

Excise tax expense related to stock redemptions

Accretion of common stock to redemption value

Deferred offering costs paid through issuance of founder shares

Deferred offering costs paid through issuance of promissory note

Deferred offering costs included in accrued offering costs and expenses

accompanying notes are an integral part of the unaudited condensed financial statements.

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

ACQUISITION CORPORATION

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 - Organization, Business Operations and Liquidity

NorthView Acquisition Corporation (the “Company”

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

The Company was formed for the purpose

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

one or more businesses (“Business Combination”).

TO UNAUDITED CONDENSED 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

2 unchanged sentences

location, it intends to focus its search on businesses that are focused on healthcare innovation.

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

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

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

Merger Sub has not commenced any operations

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

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

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

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 “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.

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.

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

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

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

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

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

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

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

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

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

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

2 unchanged sentences

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.

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

was wired to the Company’s operating bank account on December 31, 2021 for working capital purpose, 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.

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

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

or (ii) by means of a tender offer.

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

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

The stockholders will be entitled

to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation

of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then

outstanding public shares, subject to the limitations described herein.

The amount in the Trust Account as of September 30, 2022 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).

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

the Combination Period, subject to applicable law.

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

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

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

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

initial Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder

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

The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business

Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two

business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of

taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein.

The per share

amount the Company will distribute to investors who properly redeem their shares will not be reduced by the fee payable to

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

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

(i) cease all operations

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

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

interest (which interest shall be net of taxes payable, and less up to $ 100,000 of interest to pay dissolution expenses) divided

by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders

(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as

reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of

directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of

creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect

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

the Combination Period.

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.

(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.

of the Public Shares, or shares of our common stock sold as part of the IPO, contain a redemption feature which allows for the redemption

15 unchanged sentences

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the

Public Shares are redeemable and will be classified as such on the 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.

Public Shares are redeemable and will be classified as such on the condensed 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

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 September 30, 2022, the Company had approximately $ 0.4 million in cash and working capital of approximately $0.5 million.

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.

of March 31, 2023, the Company had $ 55,610 in cash and a working capital deficit of $ 1,947,395 .

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.

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

1 unchanged sentence

Working Capital Loans (see Note 5).

As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under

any Working Capital Loans.

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.

As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under any

Working Capital Loans.

Company has until May 22, 2023 or as late as December 22, 2023 to consummate a Business Combination.

It is uncertain that the Company

will be able to consummate a Business Combination by May 22, 2023 or as late as December 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

or execute a mandatory liquidation and subsequent dissolution.

In connection with the Company’s assessment of going concern considerations

3 unchanged sentences

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 unaudited condensed 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 issuance of these condensed consolidated financial statements.

No adjustments have been made to the carrying amounts of assets and

liabilities should the Company be required to liquidate after May 22, 2023 or as late as December 22, 2023.

Company held a meeting on March 10, 2023 to vote on the 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”).

On March 21, 2023, the Company paid an extension fee

of $ 48,707 .

On March 22, 2023, 18,000,868 shares of the Company’s common stock were redeemed with a total redemption payment of

$ 184,845,836 .

and Uncertainties

1 unchanged sentence

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 unaudited condensed financial statements.

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

a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial

The unaudited condensed 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.

27 unchanged sentences

in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

On March 22, 2023, the Company’s stockholders redeemed 18,000,868 shares for a total of $ 184,845,836 .

The Company determined that an excise tax liability should be recorded due to the redeemed shares.

As of March 31, 2023, the Company recorded a charge to stockholders’ deficit of $ 1,848,455 of excise tax liability calculated as 1 % of shares redeemed.

- Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of

accompanying unaudited condensed consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles

generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited

condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement

of the balances and results for the periods presented.

The interim results for the three and nine months ended September 30, 2022 are

not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

The accompanying

unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes

thereto included in the Form 10-K annual report filed by the Company with the SEC on March 18, 2022.

In the opinion of management, the

unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary

for the fair statement of the balances and results for the periods presented.

The interim results for the three months ended March 31,

2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial

statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on March 6, 2023.

of Consolidation

accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant

intercompany balances and transactions have been eliminated in consolidation.

Growth Company Status

14 unchanged sentences

adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed financial statements with another

public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended

transition period difficult or impossible because of the potential differences in accounting standards used.

preparation of these unaudited condensed 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 unaudited

condensed financial statements.

This may make comparison of the Company’s unaudited condensed consolidated financial statements

with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using

the extended transition period difficult or impossible because of the potential differences in accounting standards used.

preparation of these unaudited condensed 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 unaudited condensed consolidated financial statements.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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.

a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements,

which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

the actual results could differ significantly from those estimates.

Concentration

3 unchanged sentences

The Company has not experienced losses on this account.

and Cash Equivalents

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 September 30, 2022 and December 31, 2021.

The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

and Marketable Securities Held in Trust Account

September 30, 2022 and December 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.

March 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in U.S.

Treasury Bills with a maturity of 185 days

or less and in money market funds which invest in U.S.

Treasury securities.

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, $ 8,484 of interest income from the Trust Account was withdrawn by

the Company for the payment of its taxes.

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.

During the three months ended March 31, 2023, pursuant to the trust

agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”), the

trustee of the Trust Account, $ 877,438 of interest income from the Trust Account was withdrawn by the Company for the payment of its taxes.

At December 31, 2022 the Company classified its US Treasury bills as

held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities

are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded

at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment

9 unchanged sentences

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 unaudited condensed statements

of operations.

Such amortization and accretion are included in the “interest income” line item in the unaudited condensed 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 September 30, 2022 and December

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

are as follows:

September 30,

Treasury Bills

1 unchanged sentence

$ 194,268,408

$ 192,674,427

Treasury Bills

$ 191,653,961

$ 191,641,049

Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred

tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis

of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets

will not be realized.

As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance

recorded against it.

Our effective tax rate was 2.38 % and 1.03 % for the three and nine months ended September 30, 2022, respectively,

0.00 % for the three months ended September 30, 2021, and 0.00 % for the period from April 19, 2021 (inception) through September 30, 2021.

The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2022, due to changes

in fair of warrant liabilities, and the valuation allowance on the deferred tax assets.

Effective January 1, 2023, the Company changed its accounting policy

for the investments in trust to the fair value method.

As of March 31, 2023, substantially all of the assets held in the Trust

Account were held in mutual funds that invest in U.S Treasury Securities.

The Company’s investments held in the Trust Account are

now classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in in the statement

of operations for the three months ended March 31, 2023.

The estimated fair values of investments held in Trust Account are determined

using available market information.

of Financial Instruments

The fair value of the Company’s assets and liabilities approximates

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

except for the warrant liabilities and investments in the Trust Account.

The Company accounts for income taxes under ASC 740, “Income Taxes.”

ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between

the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit

to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when

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

As of March 31, 2023 and December 31, 2022,

the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was 46.49 % and 0.00 %

for the three months ended March 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for

the three months ended March 31, 2023 and 2022, due to changes in fair of warrant liabilities, and the valuation allowance on the deferred

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

7 unchanged sentences

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 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.

tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022.

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.

5 unchanged sentences

that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Value of Financial Instruments

fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying condensed

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.

Financial Instruments

3 unchanged sentences

recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited

condensed statements of operations.

Derivative assets and liabilities are classified in the condensed 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

condensed consolidated statements of operations.

Derivative assets and liabilities are classified in the condensed 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.

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

8 unchanged sentences

the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed

statements of operations (See Note 8).

consolidated statements of operations (See Note 8).

Costs associated with the Initial Public Offering

15 unchanged sentences

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 three and nine months ended September

30, 2022, for the three months ended September 30, 2021, and for the period from April 19, 2021 (inception) through September 30, 2021

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

As a result, 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.

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

warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2023

and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, 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 per share for each

category of common stock:

the three months ended

September 30, 2022

the nine months ended

September 30, 2022

March 31, 2023

the three months ended

March 31, 2022

Basic and diluted net income per share:

Allocation of net income

Weighted-average shares outstanding

of net income

Weighted-average

shares outstanding

Basic and diluted net income per share

the three months ended

September 30, 2021

For the period from

April 19, 2021 (inception)

through September 30, 2021

Basic and diluted net loss per share:

Allocation of net loss

Weighted-average shares outstanding

4,125,000 (1)

Basic and diluted net loss per share

(1) Excludes up to 618,750 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

Stock Subject to Possible Redemption

3 unchanged sentences

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.

of September 30, 2022, the amount of public common stock reflected on the condensed balance sheet is reconciled in the following table:

Gross proceeds

$ 189,750,000

Proceeds allocated to Public Warrants

( 4,204,248 )

Common stock issuance costs

( 7,701,178 )

Accretion of redeemable common stock - 2021

Accretion of redeemable common stock - 2022

Contingently redeemable common stock

$ 192,797,319

of December 31, 2021, the amount of public common stock reflected on the balance sheet is reconciled in the following table:

public common stock outside of permanent equity as the redemption provisions are not solely within the control of the Company.

common stock was issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public

common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

of March 31, 2023 and December 31, 2022, the amount of public common stock reflected on the condensed consolidated balance sheet is reconciled

in the following table:

Gross proceeds

4 unchanged sentences

( 7,701,178 )

Accretion of redeemable common stock

Contingently redeemable common stock

Accretion of redeemable

Contingently redeemable

common stock, December 31, 2022

Partial redemption

( 184,845,836 )

Accretion of redeemable

redeemable common stock, March 31, 2023

Issued Accounting Standards

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

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

This update requires financial assets

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

The measurement of expected credit losses

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

forecasts that affect the collectability of the reported amount.

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

including changing the effective date for smaller reporting companies.

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

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

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

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

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 unaudited condensed financial statements.

material effect on the Company’s unaudited condensed consolidated financial statements.

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:

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:

● 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 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 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.

The Founder Shares include an aggregate of up to 618,750 shares subject to forfeiture if the over-allotment option

is not exercised by the underwriters in full.

On December 22, 2021, the over-allotment option was fully exercised and such shares are

no longer subject 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.

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 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.

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 was owed back to the Company upon the closing of the IPO, and was returned by the Sponsor

on June 15, 2022.

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 September 30, 2022 and 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 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 three and nine months ended September 30, 2022, $ 15,000 and $ 48,387 , respectively, had been incurred and billed

relating to the administrative service fee.

As of September 30, 2022, $ 10,000 relating to the administrative service fee was not paid

yet and recorded as due to related party.

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

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

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.

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.

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) are entitled

to registration rights pursuant to a registration rights agreement signed on the closing date of the IPO requiring the Company to register

such securities for resale.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that

the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to the completion of the initial Business Combination.

However, the registration rights agreement

provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination

of the applicable Lock-up period described in Note 5.

The Company will bear the expenses incurred in connection with the filing of

any such registration 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

Under a Business Combination marketing agreement,

the Company engaged I-Bankers and Dawson James as advisors in connection with the Business Combination to assist the Company in holding

meetings with the stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the

Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business

Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases

and public filings in connection with the Business Combination.

The Company is 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 .

Representative’s Shares

On 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:

at a price of $0.01 per

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.

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.

– 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.

– 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

by the underwriters in full.

On December 22, 2021, the over-allotment option was fully exercised and such shares are no longer subject

to forfeiture.

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.

Note – Related Party

April 19, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate

principal amount of $ 150,000 to be used for a portion of the expenses of the IPO.

This loan is non-interest bearing, unsecured and was

to be due at the earlier of 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 March 31, 2023 and December 31, 2022, the Company had no borrowings

under the Working Capital Loans.

disclosed in the subsequent events footnote, on April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the

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

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

combination or the date of liquidation.

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

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

On April 27, 2023, the Company drew $ 168,589 against the Note.

Administrative

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 three months ended March 31, 2023 and 2022, $ 15,000 had been

incurred and billed relating to the administrative service fee.

As of March 31, 2023 and December 31, 2022, $ 40,000 and $ 25,000 , respectively.

relating to the administrative service fee was not paid and recorded as due to related party.

- Commitments and Contingencies

holders of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans

(and any underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on the closing

date of the IPO requiring the Company to register such securities for resale.

The holders of these securities are entitled to make up

to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act

to become effective until termination of the applicable Lock-up period described in Note 5.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

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

a Business Combination marketing agreement, the Company engaged I-Bankers and Dawson James as advisors in connection with the Business

Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target

business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities

in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination

and assist the Company with its press releases and public filings in connection with the Business Combination.

The Company was obligated

to pay I-Bankers and Dawson James a cash fee for such marketing services upon the consummation of the initial Business Combination in

an amount of 3.68 % of the gross proceeds of the IPO, or $ 6,986,250 .

The agreement was amended on November 7, 2022 and calls for

the 3.68 % business combination fee to be paid as (a) 27.5 % cash and (b) 72.5 % to be rolled into equity at closing.

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

The Company granted to I-Bankers and Dawson

James (and/or their designees) 569,250 warrants (which included 74,250 warrants issued pursuant to the full exercise

of the over-allotment option) exercisable at $ 11.50 per share (or an aggregate exercise price of $ 6,546,375 ) at the closing of the

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 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.

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.

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 September 30, 2022

and 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.

December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock, resulting in an aggregate of 4,743,750

Founder Shares issued and outstanding.

On December 22, 2021, the Company has also issued 450,000 shares (Representative’s

Shares) of common stock (which included 37,500 Representative Shares issued pursuant to the full exercise of the over-allotment

option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees).

As of September 30, 2022 and

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 therefor.

Note 8 - Fair Value Measurements

The following tables present information about

the Company’s liabilities that are measured at fair value on September 30, 2022 and December 31, 2021, and indicates the fair value

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

September 30,

Warrant liabilities – Public Warrants

Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s Warrants

Representative’s

Company granted to I-Bankers and Dawson James (and/or their designees) 569,250 warrants (which included 74,250 warrants

issued pursuant to the full exercise of the over-allotment option) exercisable at $ 11.50 per share (or an aggregate exercise price

of $ 6,546,375 ) at the closing of the IPO.

The Representative Warrants issued are recognized as derivative liabilities in accordance with

ASC 815-40 and recorded as liabilities at fair value each reporting period (see Notes 1 and 8).

The warrants may be exercised for cash

or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary

of the effective date of the registration statement of which the IPO forms a part and the closing of the initial Business Combination

and terminating on the fifth anniversary of such effectiveness date.

Notwithstanding anything to the contrary, I-Bankers and Dawson

James have agreed that neither they nor their designees will be permitted to exercise the warrants after the five year anniversary

of the effective date of the registration statement of which the IPO forms a part.

The warrants and such shares purchased pursuant to

the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately

following the date of the effectiveness of the registration statement of which the IPO forms a part pursuant to FINRA Rule 5110I(1).

Pursuant to FINRA Rule 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.

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

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.

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,

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

$ 15,000,000 , the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa.

is no assurance that the Business Combination will be completed.

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

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

Subject to certain

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

3,875,000 shares of NorthView Common Stock.

- Stockholders’ Deficit

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 March 31, 2023 and December 31, 2022, 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).

March 31, 2023 and December 31, 2022, there were 5,193,750 shares of common stock issued and outstanding, excluding 974,132

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

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

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.

- Fair Value Measurements

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:

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.

The following tables present information about the Company’s

assets and liabilities that are measured at fair value on March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy

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

Cash and marketable securities

held in trust

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 were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities

on the condensed 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 unaudited condensed statements of operations.

The Company utilized a Monte Carlo simulation

model for the initial valuation of the Public Warrants and the subsequent measurement at December 31, 2021.

The subsequent measurement

of the Public Warrants at September 30, 2022 was classified as Level 1 due to the use of an observable market quote in an active market.

As of September 30, 2022 and December 31, 2021, the aggregate value of Public Warrants was $ 521,813 and $ 3,890,177 , respectively.

The Company uses a Monte Carlo simulation model

to value 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 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 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.

The key inputs into the Monte Carlo simulation

model for the warrant liabilities were as follows at September 30, 2022 and December 31, 2021:

September 30,

Warrant liabilities – Private Placement

Warrant liabilities

– Representative’s Warrants

liabilities – Public Warrants

liabilities – Private Placement Warrants

liabilities – Representative’s Warrants

Company did not have any assets in the Trust Account measured at fair value as of December 31, 2022.

Public 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 condensed 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 unaudited condensed consolidated statements of operations.

Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants.

The subsequent measurement of the Public

Warrants at March 31, 2023 and December 31, 2022 was classified as Level 1 due to the use of an observable market quote in an active

As of March 31, 2023 and December 31, 2022, the aggregate value of Public Warrants was $ 759,000 and $ 450,656 , respectively.

Company uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative’s Warrants.

allocated the proceeds received from (i) the sale of Units (which is inclusive of one shares of Common Stock and one-half of one Public

Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement,

with the remaining proceeds allocated to Common Stock subject to possible redemption (temporary equity) based on their relative fair

values at the initial measurement date.

The Private Placement Warrants and the Representative’s Warrants were classified within

Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs.

Inherent in pricing models are assumptions

related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its common

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

The risk-free interest rate is based on

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 March 31, 2023 and December 31, 2022:

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 for

the three and nine months ended September 30, 2022:

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 three months ended March 31, 2023 and 2022:

Representative’s

Fair value at December 31, 2021

Change in fair value of warrant liabilities

at December 31, 2022

in fair value of warrant liabilities

value at March 31, 2023

Representative’s

at December 31, 2021

in fair value of warrant liabilities

( 1,660,759 )

1 unchanged sentence

( 3,877,929 )

Transfer out of Level 3 to Level 1

out of Level 3 to Level 1

( 1,801,676 )

Fair value at March 31, 2022

Change in fair value of warrant liabilities

Fair value at June 30, 2022

Change in fair value of warrant liabilities

Fair value at September 30, 2022

Transfers 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, 2022.

Note 9 - Subsequent Events

The Company evaluated subsequent events and transactions

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

Company’s review, except as set forth below, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the unaudited condensed financial statements.

On November 7, 2022, NorthView

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

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

corporation (“Profusa”).

The Merger Agreement provides that, among other things, at the closing 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

NorthView Common Stock.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

References to the “Company,” “NorthView

Acquisition Corp.,” “NorthView,” “our,” “us” or “we” refer to NorthView Acquisition

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained

in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that

may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels

of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking

statements by terminology such as “may,” “should,” “could,” “would,” “expect,”

“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of

such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to,

those described in our other Securities and Exchange Commission (“SEC”) filings.

We are a blank check company incorporated on April

19, 2021 as a Delaware corporation and 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 (a “Business Combination”).

We consummated

our initial public offering on December 22, 2021 and are currently in the process of locating suitable targets for our business combination.

We intend to use the cash proceeds from our Public Offering and the Private Placement described below as well as additional issuances,

if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business Combination.

We expect to incur significant costs in the pursuit

of our initial Business Combination.

We cannot assure you that our plans to raise capital or to complete our initial Business Combination

will be successful.

Recent Developments

On November 7, 2022, NorthView

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

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

corporation (“Profusa”).

The Merger Agreement provides

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

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

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

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

The Business Combination

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

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

There is no assurance that the Business

Combination will be completed.

The aggregate consideration

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

The exchange ratio will be equal

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

Subject to certain future revenue and stock-price

based milestones, Profusa stockholders will have the right to receive an aggregate of up to an additional 3,875,000 shares NorthView Common

Stock (the “Earnout Shares”).

One-quarter of the Earnout Shares will be issued if, between the 18-month anniversary and the

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

at least $12.50 per share for any 20 trading days within a 30 consecutive trading day period (“Milestone Event I”).

of the Earnout Shares will be issued if, between the first and second anniversary of the Closing, the combined company’s common

stock achieves a daily volume weighted average market price of at least $14.50 per share for a similar number of days (“Milestone

One-quarter of the Earnout Shares will be issued if the combined company achieves at least $5,100,000 in revenue or

$73,100,000 in revenue in fiscal years 2023 or 2024, respectively (or up to one-half of the Earnout Shares if both milestones are achieved).

Additionally, if Milestone Event I or Milestone Event

II are achieved by the second anniversary of the Closing, NorthView’s sponsor, NorthView Sponsor I, LLC and Profusa stockholders,

will be issued additional shares up to the amount of any shares forgone as an inducement to obtaining Additional Financings (as defined

in the Merger Agreement).

Results of Operations

As of September 30, 2022, we had not commenced

any operations.

All activity for the period from April 19, 2021 (inception) through September 30, 2022 relates to our formation and the

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

We have neither engaged

in any operations nor generated any operating revenues to date.

We will not generate any operating revenues until after the completion

of our initial Business Combination, at the earliest.

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

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

We expect to incur increased expenses as a result of being a

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

For the three months ended September 30, 2022,

we had net income of $1,763,813, which consisted of a gain of $1,074,374 for the change in fair value of our warrant liabilities and interest

income of $1,136,826, offset by formation and operating costs of $404,425 and income tax provision of $42,962.

We are required to revalue

our liability-classified warrants at the end of each reporting period and reflect in the unaudited condensed statements of operations

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

For the nine months ended September 30, 2022,

we had net income of $6,685,193, which consisted of a gain of $6,246,897 for the change in fair value of our warrant liabilities and interest

income of $1,371,326, offset by formation and operating costs of $863,546 and income tax provision of $69,484.

We are required to revalue

our liability-classified warrants at the end of each reporting period and reflect in the unaudited condensed statements of operations

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

For the three months ended September 30, 2021,

we did not generate any income or loss.

For the period from April 19, 2021 (inception)

through September 30, 2021, we had a net loss of $338 which consisted of formation and operating costs of $338.

Liquidity and Going Concern

As of September 30, 2022, we had approximately

$0.4 million in cash and working capital of approximately $0.5 million.

For the nine months ended September 30, 2022,

cash used in operating activities was $401,841.

Net income of $6,685,193 was impacted primarily by changes in operating assets and liabilities

of $531,189, offset by trust interest income of $1,371,326 and change in fair value of our warrant liabilities of $6,246,897.

Prior to the completion of the initial public

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

cover certain of the offering costs and the loan under an unsecured promissory note from the sponsor of $204,841, which was fully paid

upon the initial public offering.

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

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

In addition, in order to finance transaction costs

in connection with an intended business combination, the initial stockholders or an affiliate of the initial stockholders or certain of

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

To date, there were no amounts outstanding

under any working capital loans.

We have until March 22, 2023 to consummate a Business

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

It is uncertain that we will be able to consummate

a Business Combination by such date.

If a Business Combination is not consummated by the required date, there will be a mandatory liquidation

and subsequent dissolution.

In connection with our assessment of going concern considerations in accordance with the authoritative guidance

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

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

and subsequent dissolution, should us be unable to complete a business combination, raises substantial doubt about our ability to continue

as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements.

No adjustments have

been made to the carrying amounts of assets and liabilities should we be required to liquidate after March 22, 2023.

Off-Balance Sheet Financing Arrangements

We did not have any off-balance sheet arrangements

as of September 30, 2022 and December 31, 2021.

Contractual Obligations

As of September 30, 2022 and December 31, 2021,

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

We entered into an administrative services agreement

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

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

For the three and nine months ended September 30, 2022, $15,000 and $48,387, respectively, had

been incurred and billed relating to the administrative service fee.

As of September 30, 2022, $10,000 relating to the administrative

value at March 31, 2022

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 - Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed

consolidated financial statements were issued.

Based on the Company’s review, except as set forth below, the Company did not identify

any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

April 27, 2023, the Company signed the Note with the Sponsor for $ 1,200,000 .

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

of the consummation of a business combination or the date of liquidation.

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

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

On April 27, 2023, the Company drew $ 168,589 against

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,” “NorthView Acquisition Corp.,” “NorthView,” “our,” “us”

or “we” refer to NorthView Acquisition Corp.

The following discussion and analysis of the Company’s financial condition

and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes

thereto contained elsewhere in this report.

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

statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking

statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and

unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements

to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”

“could,” “would,” “expect,” “plan,” “anticipate,” “believe,”

“estimate,” “continue,” or the negative of such terms or other similar expressions.

Factors that might cause

or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission

(“SEC”) filings.

are a blank check company incorporated on April 19, 2021 as a Delaware corporation and 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

(a “Business Combination”).

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

of locating suitable targets for our business combination.

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

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

to complete the Business Combination.

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

We cannot assure you that our plans to raise capital

or to complete our initial Business Combination will be successful.

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

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

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

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

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

of NorthView.

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

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

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

$15,000,000, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa.

is no assurance that the Business Combination will be completed.

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

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

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

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

One-quarter of the Earnout Shares will be

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

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

period (“Milestone Event I”).

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

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

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

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

company achieves at least $5,100,000 in revenue in fiscal year 2023, and one-quarter of the Earnout Shares will be issued if the combined

company achieves at least $73,100,000 in revenue in fiscal year 2024, (or up to one-half of the Earnout Shares if both milestones are

Additionally,

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

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

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

of Operations

of March 31, 2023, we had not commenced any operations.

All activity for the period from April 19, 2021 (inception) through March 31,

2023 relates to our formation and the Initial Public Offering, and, subsequent to the IPO, identifying a target company for a Business

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

We will not generate any operating

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

We will generate non-operating income in the

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

We expect to incur expenses

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

the three months ended March 31, 2023, we had net income of $440,895, which consisted of interest income and unrealized loss on securities

held in the Trust Account of of $1,841,840, offset by operating costs of $443,717, a loss of $574,137 for the change in fair value of

our warrant liabilities, and income tax provision of $383,091.

We are required to revalue our liability-classified warrants at the end

of each reporting period and reflect in the unaudited condensed consolidated statements of operations a gain or loss from the change

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

the three months ended March 31, 2022, we had net income of $3,709,017, which consisted of a gain of $3,877,929 from change in fair value

of our warrant liabilities and interest income of $72,684, offset by formation and operating costs of $241,596.

and Going Concern

of March 31, 2023, we had $55,610 in cash and a working capital deficit of $1,947,395.

For the three months ended March 31, 2023, cash used in operating activities

was $966,607.

Net income of $440,895 was impacted primarily by trust interest income of $1,845,005, unrealized loss on investments of

$3,165, change in deferred tax provision of $35,597 and change in fair value of our warrant liabilities of $574,137.

Changes in operating

assets and liabilities reflected a use of cash of $104,202 from operating activities during such period.

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

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

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

Subsequent to the consummation of the initial public offering and

private placement, our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held

in the trust account.

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

of the initial stockholders or certain of our officers and directors may, but are not obligated to, provide us working capital loans.

On April 27, 2023 the Company drew $168,589 on a working capital loan with the Sponsor.

Company has until May 22, 2023 or as late as December 22, 2023 to consummate a Business Combination.

It is uncertain that the Company

will be able to consummate a Business Combination by May 22, 2023 or as late as December 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

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 condensed consolidated financial statements.

No adjustments have been made to the carrying amounts of assets and

liabilities should the Company be required to liquidate after May 22, 2023 or as late as December 22, 2023.

Sheet Financing Arrangements

did not have any off-balance sheet arrangements as of March 31, 2023 and December 31, 2022.

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

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

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

For the three months ended March 31, 2023, $15,000

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

As of March 31, 2023, $40,000 relating to the administrative

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

We have engaged I-Bankers and Dawson James as

advisors in connection with our acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or

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

with one or more businesses or entities.

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

gross proceeds of the Public Offering.

Critical Accounting Policies

Management’s discussion and analysis of

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

We describe our significant accounting

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

Our unaudited

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

Certain of our accounting policies require that management

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

On an ongoing basis, management reviews

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

fairly and in accordance with U.S.

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

information available from outside sources, as appropriate.

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

and, therefore, actual results could differ from our estimates.

Warrant Liabilities

We account for the warrants issued in connection

with the IPO in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the

criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, we classified each warrant as a liability

at its fair value.

previously engaged I-Bankers as an advisor to assist in holding meetings to discuss the potential business combination and the target

business’ attributes, introduce NorthView to potential investors that are interested providing funding in connection with a Business

Combination, assist NorthView in obtaining stockholder approval for such business combination and assist NorthView with its press releases

and public filings in connection with such business combination (the “Business Combination Marketing Agreement”).

In connection

with such engagement, NorthView agreed to pay IBS a cash fee (the “Business Combination Fee”) for such services upon the

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

any applicable finders’ fees which might become payable).

NorthView had also previously entered into an engagement letter (the

“Engagement Letter”) contemplating the Business Combination Fee.

In connection with the Business Combination, NorthView and

I-Bankers amended the Business Combination Marketing Agreement and the Engagement Letter to revise a portion of the Business Combination

Fee to be partially payable in NorthView securities and partially payable in cash upon the closing of the Merger with Profusa, with such

securities to be subject to lock-up provisions.

Accounting Policies

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

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

Statements included in this report.

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

Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral

to financial estimates.

On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure

that our condensed consolidated financial statements are presented fairly and in accordance with U.S.

Judgments are based on historical

experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate.

their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

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

Such guidance provides

that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

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

This liability is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant

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

Net Income (Loss) Per Common Stock

We have two categories of shares, which are referred

to as common stock subject to possible redemption and common stock.

Earnings and losses are shared pro rata between the two categories

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

diluted earnings per share for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021, and

for the period from April 19, 2021 (inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies

have not yet been met.

As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share

of common stock for the periods presented.

Common Stock Subject to Possible Redemption

Our common stock sold as part of the Units in

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

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

In accordance

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

not solely within our control.

The public common stock sold as part of the Units in the IPO was issued with other freestanding instruments

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

proceeds determined in accordance with ASC 470-20.

The public common stock is subject to ASC 480-10-S99 and is currently not redeemable

as the redemption is contingent upon the occurrence of events mentioned above.

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

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

Recent Accounting Standards

Our management does not believe that any recently

issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed

financial statements.

The JOBS Act contains provisions that,

among other things, relax certain reporting requirements for qualifying public companies.

We qualify as an “emerging growth company”

under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private

(not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may

not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth

As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised

accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating

the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth

in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to,

among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal

controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth

public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may

be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm’s

report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose

certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of

the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion

of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in our

unaudited condensed consolidated statements of operations.

Income (Loss) Per Common Stock

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

Earnings and losses

are shared pro rata between the two categories of shares.

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

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

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

As a result, 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.

Stock Subject to Possible Redemption

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

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

with the initial Business Combination.

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

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

The public common stock was issued with other freestanding

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

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

Accounting Standards

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

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

This update requires financial assets

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

The measurement of expected credit losses

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

forecasts that affect the collectability of the reported amount.

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

including changing the effective date for smaller reporting companies.

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

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

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

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

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

a material effect on the accompanying unaudited condensed consolidated financial statements.

Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements

based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting

standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such

standards is required for non-emerging growth companies.

As a result, our condensed consolidated financial statements may not be

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

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such

exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation

report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure

that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection

Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the

independent registered public accounting firm’s report providing additional information about the audit and the condensed consolidated

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

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

exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an

“emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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-Q

Item 1. Financial Statements