What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-14 compared with 2023-05-17 · 529 added, 427 removed, 638 unchanged (60% of the section changed)

3 unchanged sentences

Current Assets:

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

Prepaid expenses and other current assets

Total Current Assets

Cash and marketable securities held in Trust Account

$ 194,736,486

Liabilities, Redeemable Common Stock and Stockholders’ Deficit

Current Liabilities:

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’

Accrued expenses

Excise tax payable

Income tax payable

Convertible promissory note

Due to related party

Total Current Liabilities

Deferred tax liability

Warrant liabilities

Total Liabilities

Commitments and Contingencies

Common stock subject to possible redemption, 974,132 and 18,975,000 shares at redemption value of approximately $ 10.65 and $ 10.20 at June 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

3 unchanged sentences

100,000,000 shares authorized;

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

5,193,750 shares issued and outstanding at June 30, 2023 and December 31, 2022 (excluding 974,132 and 18,975,000 shares subject to possible redemption at June 30, 2023 and December 31, 2022, respectively)

Accumulated deficit

( 2,874,453 )

Total Stockholders’ Deficit

( 2,873,934 )

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

$ 194,736,486

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

1 unchanged sentence

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

For the Three Months Ended

For the Six Months Ended June 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 convertible loan

Change in fair value of warrant liabilities

Total other income, net

Income before provision for income tax

Income tax provision

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

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2023

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Stockholders’

as of December 31, 2022

Balance as of December 31, 2022

$ ( 619,995 )

$ ( 619,476 )

of common stock to redemption value

Accretion of common stock to redemption value

( 1,279,617 )

tax on stock redemptions

Excise tax on stock redemptions

( 1,848,455 )

as of March 31, 2023 (unaudited)

Balance as of March 31, 2023 (unaudited)

( 3,307,172 )

( 3,306,653 )

THE THREE MONTHS ENDED MARCH 31, 2022

Accretion of common stock to redemption value

Balance as of June 30, 2023 (unaudited)

$ ( 2,874,453 )

$ ( 2,873,934 )

THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Stockholders’

as of December 31, 2021

Balance as of December 31, 2021

$ ( 5,909,749 )

$ ( 5,909,230 )

as of March 31, 2022 (unaudited)

Balance as of March 31, 2022 (unaudited)

( 2,200,732 )

( 2,200,213 )

Accretion of common stock to redemption value

Balance as of June 30, 2022 (unaudited)

$ ( 1,120,847 )

$ ( 1,120,328 )

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

Cash flows from operating activities:

2 unchanged sentences

( 1,964,386 )

Unrealized loss on marketable securities held in Trust Account

Change in fair value of convertible note

Change in fair value of warrant liabilities

( 5,172,523 )

Deferred tax benefit

Changes in operating assets and liabilities:

3 unchanged sentences

Due to related party

Deferred tax liability

Net cash used in operating activities

( 1,239,875 )

Cash flows from investing activities:

1 unchanged sentence

Cash withdrawn from Trust Account in connection with redemption

Reimbursement by related party

Reimbursement of franchise and income taxes from Trust Account

1 unchanged sentence

Cash flows from financing activities:

Proceeds from convertible promissory note

Redemption of common stock

6 unchanged sentences

Supplemental disclosure of cash flow information:

Income taxes paid

Excise tax expense related to stock redemptions

Income taxes paid, inclusive of interest and penalties

Excise tax payable attributable to redemption of common stock

Accretion of common stock to redemption value

55 unchanged sentences

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).

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:

46 unchanged sentences

and Going Concern

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.

of June 30, 2023, the Company had $ 5,811 in cash and a working capital deficit of $ 2,449,885 .

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, and the

drawdowns on the convertible promissory note.

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 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

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.

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

April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $ 1,200,000 .

The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation.

Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $ 1.00 per warrant.

The Company had principal outstanding of $ 369,589 and is presenting the Note at fair value on its balance sheet at June 30, 2023 in the

amount of $ 310,999 .

Company has until 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 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 December 22, 2023.

The 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”).

During the three and six months ended June 30, 2023, the Company paid $ 146,120 and $ 194,827 in

extension payments.

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 .

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

33 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.

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 June 30, 2023, the Company recorded a charge to stockholders’

deficit of $ 1,848,455 of excise tax liability calculated as 1 % of the value of shares redeemed.

2 – Significant Accounting Policies

7 unchanged sentences

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.

The interim results for the three and six months ended

June 30, 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

36 unchanged sentences

The Company has not experienced losses on this account.

Cash Equivalents

and Cash Equivalents

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

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

The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

and Marketable Securities Held in Trust Account

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

June 30, 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

1 unchanged sentence

Treasury securities.

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.

the six months ended June 30, 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.

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

12 unchanged sentences

Interest income is recognized when earned.

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

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

are as follows:

2 unchanged sentences

$ 194,268,408

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

January 1, 2023, the Company changed its accounting policy for the investments in trust to the fair value method.

of June 30, 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 period.

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 and six months ended June 30, 2023.

The estimated

fair values of investments held in Trust Account are determined using available market information.

Value of Financial Instruments

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, convertible promissory note

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 June 30, 2023

and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate

was 2.51 % and 2.14 % for the three months ended June 30, 2023 and 2022, respectively, and 23.85 % and 0.54 % for the six months ended June

30, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and six months ended

June 30, 2023 and 2022, due to changes in fair of warrant liabilities, and the valuation allowance on the deferred tax assets.

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

5 unchanged sentences

period, disclosure and transition.

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

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of 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 recognizes interest and penalties related to unrecognized tax benefits as a formation cost expense.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

and penalties expense amounted to $ 0 and $ 19,158 during the three and six months ended June 30, 2023, and $ 0 during the three and six

months ended June 30, 2022.

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

14 unchanged sentences

within 12 months of the balance sheet date.

Promissory Note

fair value of the Company’s convertible promissory note capital loan is valued using a compound option formula on the convertible

feature and a present value of the host contract.

The valuation technique requires inputs that are both unobservable and significant

to the overall fair value measurement.

These inputs reflect management’s own assumption about the assumptions a market participant

would use in pricing the working capital loan.

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

22 unchanged sentences

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

Income (Loss) Per Common Stock

Income Per Common Stock

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

1 unchanged sentence

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 months ended March 31, 2023

warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June

30, 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

March 31, 2023

the three months ended

March 31, 2022

As a result, diluted

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

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:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Basic and diluted net income per share:

of net income

Weighted-average

shares outstanding

Allocation of net income

Weighted-average shares outstanding

Basic and diluted net income per share

7 unchanged sentences

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

of June 30, 2023 and December 31, 2022, the amount of public common stock reflected on the condensed consolidated balance sheets is reconciled

in the following table:

5 unchanged sentences

( 7,701,178 )

Accretion of redeemable

Contingently redeemable

common stock, December 31, 2022

Accretion of redeemable common stock

Contingently redeemable common stock, December 31, 2022

Partial redemption

( 184,845,836 )

Accretion of redeemable

redeemable common stock, March 31, 2023

Accretion of redeemable common stock

Contingently redeemable common stock, June 30, 2023

Issued Accounting Standards

53 unchanged sentences

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

● in whole and not in part;

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.

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

and only if, the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to

42 unchanged sentences

at least 150 days after the initial Business Combination, the Founder Shares will be released from the Lock-up.

Promissory Note – Related Party

April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $ 1,200,000 .

The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation.

Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $ 1.00 per warrant.

As of June 30, 2023, the Company had principal outstanding of $ 369,589 and is presenting the Note at fair value on its balance sheet

at June 30, 2023 in the amount of $ 310,999 .

Note – Related Party

25 unchanged sentences

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.

At June 30, 2023 and December 31, 2022, the Company had no borrowings

under the Working Capital Loans, other than the Note described in “Note 5 – Related Party Transactions – Convertible

Promissory Note – Related Party”.

Administrative

3 unchanged sentences

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.

For the three and six months ended June 30, 2023, $ 15,000 and $ 30,000 ,

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

For the three and six months ended June 30, 2022,

$ 15,000 and $ 33,387 , respectively, had been incurred relating to the administrative service fee.

As of June 30, 2023 and December 31,

2022, $ 55,000 and $ 25,000 , respectively, relating to the administrative service fee was not paid and recorded as due to related party.

6 – Commitments and Contingencies

59 unchanged sentences

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,

Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction

that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the

effective date of the registration statement of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated

for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part except

to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

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.

21 unchanged sentences

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.

of June 30, 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

9 unchanged sentences

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

June 30, 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.

19 unchanged sentences

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

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

following tables present information about the Company’s assets and liabilities that are measured at fair value on June 30, 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

Warrant liabilities

– Representative’s Warrants

liabilities – Public Warrants

liabilities – Private Placement Warrants

liabilities – Representative’s Warrants

Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s Warrants

Convertible promissory note

Warrant liabilities – Public Warrants

Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s Warrants

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

6 unchanged sentences

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.

Warrants at June 30, 2023 and December 31, 2022 was classified as Level 1 due to the use of an observable market quote in an active market.

As of June 30, 2023 and December 31, 2022, the aggregate value of Public Warrants was $ 218,213 and $ 450,656 , respectively.

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

12 unchanged sentences

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:

key inputs into the Monte Carlo simulation model for the warrant liabilities and convertible promissory note were as follows at June

30, 2023 and December 31, 2022:

Risk-free interest rate

4 unchanged sentences

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:

at fair value on a recurring basis for the three and six months ended June 30, 2023 and 2022:

Representative’s

at December 31, 2022

in fair value of warrant liabilities

value at March 31, 2023

Fair value at December 31, 2022

Change in fair value of warrant liabilities

Fair value at March 31, 2023

Change in fair value of warrant liabilities

Fair value at June 30, 2023

Convertible Promissory Note

Fair value at December 31, 2022

Principal borrowing

Change in fair value of convertible promissory note

Fair value at June 30, 2023

Representative’s

at December 31, 2021

in fair value of warrant liabilities

Fair value at December 31, 2021

Change in fair value of warrant liabilities

( 1,660,759 )

1 unchanged sentence

( 3,877,929 )

out of Level 3 to Level 1

Transfer out of Level 3 to Level 1

( 1,801,676 )

value at March 31, 2022

Fair value at March 31, 2022

Change in fair value of warrant liabilities

Fair value at June 30, 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,

for the fair value of the Public Warrants when they began to trade separately from the Units during the three and six months ended June

fair value of the Company’s working capital loan is valued using a compound option formula on the convertible feature and a present

value of the host contract.

The valuation technique requires inputs that are both unobservable and significant to the overall fair value

These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the

working capital loan.

9 – Subsequent Events

1 unchanged sentence

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.