What changed in this filing

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Item 1. Financial Statements

2023-11-20 compared with 2023-08-14 · 928 added, 788 removed, 379 unchanged (82% of the section changed)

Financial Statements.

ACQUISITION CORPORATION

CONSOLIDATED BALANCE SHEETS

NORTHVIEW ACQUISITION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets:

15 unchanged sentences

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

Common stock subject to possible redemption, 974,132 and 18,975,000 shares at redemption value of approximately $ 10.90 and $ 10.20 at September 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit:

4 unchanged sentences

100,000,000 shares authorized;

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)

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

Accumulated deficit

4 unchanged sentences

$ 194,736,486

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

ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

For the Three Months Ended

For the Six Months Ended June 30,

September 30,

For the Nine Months Ended

September 30,

Formation and operating costs

Loss from operations

Other income:

( 1,048,525 )

Other income (expense):

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

1 unchanged sentence

Change in fair value of warrant liabilities

Total other income, net

Income before provision for income tax

Total other (expense) income, net

(Loss) income before provision for income tax

Income tax provision

Net (loss) income

$ ( 367,345 )

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

Basic and diluted net income per share, common stock subject to possible redemption

Basic and diluted net (loss) income per share, common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock

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 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

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

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Stockholders’

15 unchanged sentences

( 2,873,934 )

THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Accretion of common stock to redemption value

Balance as of September 30, 2023 (unaudited)

$ ( 3,483,845 )

$ ( 3,483,326 )

FOR THE THREE

AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Stockholders’

9 unchanged sentences

( 1,120,328 )

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

ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

Accretion of common stock to redemption value

( 1,017,341 )

Balance as of September 30, 2022 (unaudited)

$ ( 374,375 )

$ ( 373,856 )

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Nine Months Ended

September 30,

Cash flows from operating activities:

2 unchanged sentences

( 2,103,111 )

( 1,371,326 )

Change in fair value of convertible note

28 unchanged sentences

Accretion of common stock to redemption value

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

ACQUISITION CORPORATION

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – Description of Organization and Business Operations

Acquisition Corporation (the “Company” or “Northview”) is a blank check company incorporated in Delaware on April

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses (“Business Combination”).

The Company has not selected any specific

Business Combination target.

While the Company may pursue an initial Business Combination target in any business, industry or geographical

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

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.

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 (“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

80 % of the value of the assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust

Account) at the time of the signing a definitive agreement in connection with the initial Business Combination.

However, the Company

will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 1 – Description of Organization and Business Operations

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”).

The Company has not selected any specific Business Combination target.

the Company may pursue an initial Business Combination target in any business, industry or geographical location, it intends to focus

its search on businesses that are focused on healthcare innovation.

The Company has a wholly-owned subsidiary, NV

Profusa Merger Sub Inc.

(“Merger Sub”), a Delaware corporation incorporated on October 13, 2022, formed solely in contemplation

of the Merger with Profusa (See Note 6).

Merger Sub has not commenced any operations and has only nominal assets and no liabilities or

contingent liabilities, nor any outstanding commitments other than in connection with the Merger.

On December 22, 2021, the Company consummated

its Initial Public Offering (“IPO”) of 18,975,000 units (the “Units”), which included 2,475,000 Units issued

pursuant to the full exercise of the over-allotment option granted to the underwriters.

Each Unit consists of one share of common stock

of the Company, par value $ 0.0001 per share, one right (the “Rights”), and one-half of one redeemable warrant of the Company

(the “Warrants”).

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

entitles the holder thereof to purchase one share of common stock for $ 11.50 per share, subject to adjustment.

The Units were sold at

a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 189,750,000 .

Simultaneously with the closing of the IPO, the

Company completed the private sale of an aggregate of 7,347,500 warrants (the “Private Placement Warrants”), which included

697,500 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, Inc.

at a purchase price

of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $ 7,347,500 , which is discussed in Note 4.

Transaction costs amounted to $ 7,959,726 consisting

of $ 3,450,000 of underwriting discount, $ 3,570,576 of Representative’s Shares cost, $ 259,527 of Representative’s Warrants

cost and $ 679,623 of other offering costs.

The Company’s Business Combination must

be with one or more target businesses that together have a fair market value equal to at least 80 % of the value of the assets held in

the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing

a definitive agreement in connection with the initial Business Combination.

However, the Company will only complete a Business Combination

if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

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.

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

of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial

business combination and in connection with certain amendments to our amended and restated certificate of incorporation.

In accordance

with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely

within the control of a company require common stock subject to redemption to be classified outside of permanent equity.

Given that the

Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified

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

Following 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.

The Company will provide its public stockholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either

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

The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a

tender offer will be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem all or a portion of their

public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including

interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations

described herein.

The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced

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

If the Company is unable to complete an initial

Business Combination within 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.

All 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 of such Public Shares in connection with

our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection

with certain amendments to our amended and restated certificate of incorporation.

In accordance with SEC and its guidance on redeemable

equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require

common stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares were issued with other

freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity was the allocated

proceeds determined in accordance with ASC 470-20.

The common stock is subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption

value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,

if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur

and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

We have elected to

recognize the changes immediately.

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 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

and Going Concern

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

of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company

Working Capital Loans (see Note 5).

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 .

and Uncertainties

is continuing to evaluate the impact of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably

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

a target company, the specific impact is not readily determinable as of the date of these 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.

The IR Act provides for,

among other things, a new U.S.

federal 1 % excise tax on certain repurchases of stock occurring on or after January 1, 2023, by publicly

domestic corporations, by certain U.S.

domestic subsidiaries of publicly traded foreign corporations, by “covered surrogate

foreign corporations” (as defined in the IR Act) and by certain affiliates of the foregoing.

The excise tax is imposed on the repurchasing

corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair

market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing

corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases

during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

has been given authority to provide regulations and other guidance to carry out, and to prevent the avoidance of the excise tax.

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business

Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions

and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)

the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued

not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content

of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the

redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction

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

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

of Presentation

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 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 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

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

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period, which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s 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 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

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

If it is probable that the equity instrument

will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance

(or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the

instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument

to equal the redemption value at the end of each reporting period.

We have elected to recognize the changes immediately.

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 condensed consolidated balance sheets until such date that a redemption event takes place.

The Sponsor, officers and directors have agreed

to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the

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

Shares if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled

to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the

Business Combination within such time period);

and (iii) vote their Founder Shares and any public shares purchased during or after the

IPO in favor of the initial Business Combination.

The Company’s Sponsor has agreed that it

will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a

prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in

the Trust Account to below (i) $ 10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the

date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the amount of interest

which may be released to the Company to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights

to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities,

including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against

a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

Liquidity and Going Concern

As of September 30, 2023, the Company had

$ 17,342 in cash and a working capital deficit of $ 2,846,203 .

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.

In order to finance transaction costs in connection

with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

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.

The Company had principal outstanding of

$ 713,015 and is presenting the Note at fair value on its balance sheet at September 30, 2023 in the amount of $ 601,239 .

The 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.

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.

adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after December

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 nine months ended September 30, 2023, the Company paid

$ 146,120 and $ 340,947 , respectively, 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 .

Risks and Uncertainties

Management is continuing to evaluate the impact

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

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

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

The unaudited condensed consolidated

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

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise

tax on certain repurchases of stock occurring on or after January 1, 2023, by publicly traded U.S.

domestic corporations, by certain

domestic subsidiaries of publicly traded foreign corporations, by “covered surrogate foreign corporations” (as defined

in the IR Act) and by certain affiliates of the foregoing.

The excise tax is imposed on the repurchasing corporation itself, not its

shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased

at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the

fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given

authority to provide regulations and other guidance to carry out, and to prevent the avoidance of the excise tax.

Any redemption or other repurchase that occurs

after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise

would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business

Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”

or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination

but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment

of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business

Combination and in the Company’s ability to complete a Business Combination.

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 September 30, 2023, the Company has a charge to stockholders’ deficit of $ 1,848,455 of excise tax liability

calculated as 1 % of the value of shares redeemed.

Note 2 – Significant Accounting Policies

Basis of Presentation

The 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 of the SEC.

Accordingly, they do not

include all of the information and footnotes required by GAAP.

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 and nine months ended September 30, 2023 are not necessarily

indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

The 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.

Principles of Consolidation

The 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.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make

comparison of the Company’s 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.

Use of Estimates

The 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.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the 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.

Accordingly, the actual results could differ significantly

from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

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 June 30, 2023 and December 31, 2022.

and Marketable Securities Held in Trust Account

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

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

Cash and Cash Equivalents

The 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, 2023 and December 31, 2022.

Cash and Marketable Securities Held in Trust

At September 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 or less and in

money market funds which invest in U.S.

Treasury securities.

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

that reduces the carrying costs to such securities’ fair value.

The impairment is charged to earnings and a new cost basis for

the security is established.

To determine whether an impairment is other than temporary, the Company considers whether it has the ability

and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment

is recoverable outweighs evidence to the contrary.

Evidence considered in this assessment includes the reasons for the impairment, the

severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the

general market condition in the geographic area or industry in which the investee operates.

and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest

Such amortization and accretion are included in the “interest income” line item in the unaudited condensed consolidated

statements of operations.

During the nine months ended September 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, $ 1,171,438 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.

A decline in the market value of held-to-maturity

securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’

The impairment is charged to earnings and a new cost basis for the security is established.

To determine whether an impairment

is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery

and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary.

Evidence considered

in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent

to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the

investee operates.

Premiums and discounts are amortized or accreted

over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method.

Such amortization

and accretion are included in the “interest income” line item in the unaudited condensed consolidated statements of operations.

Interest income is recognized when earned.

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

are as follows:

The carrying value, excluding gross unrealized

holding (gain) loss, and fair value of held to maturity securities as of December 31, 2022 are as follows:

Treasury Bills

1 unchanged sentence

$ 194,268,408

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.

Effective January 1, 2023, the Company changed

its accounting policy for the investments in trust to the fair value method.

As of September 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 statements of operations for the three and nine months ended September 30, 2023.

The estimated fair values of investments

held in Trust Account are determined using available market information.

Fair Value 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, convertible promissory note and investments in the Trust Account.

The Company accounts for income taxes under ASC

4 unchanged sentences

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

As of September 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

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

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.

The Company is subject to income taxation

by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus

of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect

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

Financial Instruments

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

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

Derivative instruments are initially

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

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.

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

Placement Warrants, and the 569,250 Representative Warrants inclusive of the underwriters’ over-allotment option)

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

Such guidance provides that because the warrants do not meet the criteria for

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

Accordingly, the Company has classified each warrant as a

liability at its fair value.

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

With each such re-measurement,

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

consolidated statements of operations (See Note 8).

Costs associated with the Initial Public Offering

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

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

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

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

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

The Company incurred

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

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

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

in the Units.

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

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

Income Per Common Stock

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

and losses are shared pro rata between the two categories of shares.

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

warrants to purchase the Company’s shares were excluded from diluted earnings per share for the 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 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:

Allocation of net income

Our effective tax

rate was ( 7.46 %) and 2.38 % for the three months ended September 30, 2023 and 2022, respectively, and 31.74 % and 1.03 % for the nine months

ended September 30, 2023 and 2022, respectively.

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

months ended September 30, 2023 and 2022, due to changes in fair value of warrant liabilities, and the valuation allowance on the deferred

ASC 740 also clarifies the accounting for uncertainty

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

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

For those benefits

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

ASC 740 also provides

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

The 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.

Interest and penalties expense amounted to $ 0 and $ 19,158

during the three and nine months ended September 30, 2023, respectively, and $ 0 during the three and nine months ended September 30, 2022.

The Company has identified the United States

as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception.

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

compliance with federal and state tax laws.

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

benefits will materially change over the next twelve months.

Derivative Financial Instruments

The Company evaluates its financial instruments,

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

with ASC Topic 815, “Derivatives and Hedging”.

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

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

Convertible Promissory Note

The fair value of the Company’s convertible

promissory note 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.

Warrant Liabilities

The Company accounts for the 17,404,250 warrants

issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private Placement Warrants, and the 569,250 Representative

Warrants inclusive of the underwriters’ over-allotment option) in accordance with the guidance contained in ASC 815-40.

guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as

Accordingly, the Company has classified each warrant as a liability at its fair value.

This liability is subject to re-measurement at

each balance sheet date.

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

value recognized in the Company’s unaudited condensed consolidated statements of operations (See Note 8).

Offering Costs associated with the Initial

Public Offering

The Company complies with the requirements of

ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin

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

Offering costs consist principally

of professional and registration fees incurred through the balance sheet date that are related to the IPO.

Offering costs directly attributable

to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity.

Offering costs for equity contracts

that are classified as assets and liabilities are expensed immediately.

The Company incurred offering costs amounting to $ 7,959,726 as

a result of the IPO (consisting of $ 3,450,000 of underwriting fees, $ 3,570,576 of Representative’s Shares cost,

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

The Company recorded $ 7,701,178 of

offering costs as a reduction of temporary equity in connection with the common stock included in the Units.

The Company immediately

expensed $ 258,548 of offering costs in connection with the Public Warrants, Private Placement Warrants and Representative’s

Warrants that were classified as liabilities.

Net (Loss) Income Per Common Stock

The Company has two categories of shares,

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

Earnings and losses are shared pro rata

between the two categories of shares.

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

the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2023 and

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

As a result, diluted net (loss)

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

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net

(loss) income per share for each category of common stock:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

$ ( 309,328 )

Weighted-average shares outstanding

Basic and diluted net income per share

Stock Subject to Possible Redemption

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

allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote

or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies

public common stock 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 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:

Basic and diluted net (loss) income per share

Common Stock Subject to Possible Redemption

The Company’s common stock sold as part

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

shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s

initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public common stock outside of permanent equity

as the redemption provisions are not solely within the control of the Company.

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.

As of September 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:

Gross proceeds

9 unchanged sentences

Accretion of redeemable common stock

Contingently redeemable common stock, June 30, 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.

Contingently redeemable common stock, September 30, 2023

Recently Issued Accounting Standards

In June 2016, the FASB issued Accounting Standards

Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326):

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

Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting

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 consolidated financial statements.

3 – Initial Public Offering

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

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

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

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

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

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

Each whole warrant entitles the holder thereof

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

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

discussed herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Notwithstanding the foregoing, if a registration

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

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

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

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

Act, provided that such exemption is available.

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

exercise their warrants on a cashless basis.

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

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 pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed consolidated financial statements.

Note 3 – Initial Public Offering

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

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

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

one redeemable warrant.

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

consummation of an initial business combination.

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

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

Public Warrants

Each whole warrant entitles the holder to purchase

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

In addition, if (x) the

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

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

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

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

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

from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for funding the initial

Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading

day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market

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

higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described in the section

“Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value

and the Newly Issued Price.

The warrants will become exercisable on the later

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

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

upon redemption or liquidation.

The Company has agreed that as soon as practicable,

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

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

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

stock until the warrants expire or are redeemed.

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

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

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

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

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

is available.

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

Redemption of Warrants

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

whole and not in part;

3 unchanged sentences

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

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

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

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

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

the exercise of the warrants.

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

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

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

below) by (y) the fair market value.

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

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

holders of warrants.

4 – Private Placement

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

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

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

Of such amount, 5,162,500

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

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

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

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

If the Private Placement Warrants are held by holders other than

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

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

5 – Related Party Transactions

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

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

In October 2021, the Sponsor irrevocably

surrendered to the Company for cancellation and for no consideration 862,500 shares of common stock.

On December 20, 2021, the Company

effected a 1.1- for-1 stock dividend of its common stock, resulting in the Sponsor holding an aggregate of 4,743,750 shares of common

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

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.

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

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 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

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.

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.

Convertible Promissory Note – Related

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.

As of September 30, 2023, the Company had

principal outstanding of $ 713,015 and is presenting the Note at fair value on its balance sheet at September 30, 2023 in the amount of

Promissory Note – Related Party

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 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

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:

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.

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 September 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 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.

As of June 30, 2023, the Company and the Sponsor terminated this agreement.

For the three and nine months ended

September 30, 2023, $ 0 and $ 30,000 , respectively, had been incurred and billed relating to the administrative service fee.

three and nine months ended September 30, 2022, $ 15,000 and $ 48,387 , respectively, had been incurred relating to the administrative service

As of September 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.

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 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 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:

Risk-free interest rate

2 unchanged sentences

Fair value of Representative’s Shares

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 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.

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.

7 – 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 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

$ 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.

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 5110I(1).

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.

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.

Merger Agreement

On November 7, 2022, NorthView entered into a

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

corporation (“Profusa”).

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

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

subsidiary of NorthView.

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

The Business Combination is subject to customary

closing conditions, including the satisfaction of the minimum available cash condition of $ 15,000,000 , the receipt of certain governmental

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

There is no assurance that the Business Combination

will be completed.

The aggregate consideration to be received by

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

The exchange ratio will be equal to (a) $ 155,000,000 ,

divided by an assumed value of NorthView Common Stock of $ 10.00 per share.

Subject to certain future revenue and stock-price based milestones,

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

On September 12, 2023, the parties to the Merger

Agreement entered into Amendment No.

1 to the Merger Agreement (the “Amendment”) pursuant to which the parties agreed to

revise the revenue earnout milestones to reflect updated projections provided by Profusa.

Specifically, Amendment No.

1 revised the definition

of “Milestone Event III” and “Milestone Event IV” such that one-quarter of the Earnout Shares would be issued

to Profusa stockholders if the combined company achieves Earnout Revenue of $ 11,864,000 for the fiscal year ended December 31, 2024,

and one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $ 99,702,000

for the fiscal year ended December 31, 2025.

Amendment No.

1 also clarified the exercise price of certain of the Company’s Warrants.

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, 2023

and December 31, 2022, 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.

2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares of common

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

1 unchanged sentence

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

June 30, 2023 and December 31, 2022, there were 5,193,750 shares of common stock issued and outstanding, excluding 974,132

September 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.

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.

8 – 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.

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

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

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:

4 unchanged sentences

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:

The following tables present information about

the Company’s assets and liabilities that are measured at fair value on September 30, 2023 and December 31, 2022, and indicates

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

September 30,

Cash and marketable securities held in trust

6 unchanged sentences

Warrant 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 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.

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 and convertible promissory note were as follows at June

30, 2023 and December 31, 2022:

The Company did not have any assets in the Trust

Account measured at fair value as of December 31, 2022.

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 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.

The Company utilized a Monte Carlo simulation

model for the initial valuation of the Public Warrants.

The subsequent measurement of the Public Warrants at September 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 September 30, 2023 and December

31, 2022, the aggregate value of Public Warrants was $ 351,038 and $ 450,656 , 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

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 and convertible promissory note were as follows at September 30, 2023 and December 31, 2022:

September 30,

Risk-free interest rate

3 unchanged sentences

Fair value of Common stock

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 six months ended June 30, 2023 and 2022:

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, 2023 and 2022:

Representative’s

4 unchanged sentences

Fair value at June 30, 2023

Change in fair value of warrant liabilities

Fair value at September 30, 2023

Convertible Promissory Note

2 unchanged sentences

Change in fair value of convertible promissory note

Fair value at June 30, 2023

Fair value at September 30, 2023

Representative’s

10 unchanged sentences

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 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

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, the Company did not identify any subsequent events

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

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.

The 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 measurement.

These inputs reflect management’s

own assumption about the assumptions a market participant would use in pricing the working capital loan.

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 consolidated financial statements were issued.

Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed consolidated financial statements.

Management’s Discussion and

51 unchanged sentences

divided by an assumed value of NorthView Common Stock of $10.00 per share.

Subject to certain future revenue and stock-price

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

Common Stock (the “Earnout Shares”).

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

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

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

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

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

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 achieved).

Pursuant to the Merger Agreement, subject to

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

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

One-quarter of the Earnout Shares will be issued

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

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

period (“Milestone Event I”).

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

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

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

Pursuant to the Merger Agreement, the remaining one-quarter of

the Earnout Shares were to 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 achieved).

On September 12, 2023, the parties to the Merger Agreement entered into

Amendment No.

1 to the Merger Agreement (the “Amendment”) pursuant to which the parties agreed to revise the revenue earnout

milestones to reflect updated projections provided by Profusa.

Specifically, Amendment No.

1 revised the definition of “Milestone

Event III” and “Milestone Event IV” such that one-quarter of the Earnout Shares would be issued to Profusa stockholders

if the combined company achieves Earnout Revenue of $11,864,000 for the fiscal year ended December 31, 2024, and one-quarter of the Earnout

Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $99,702,000 for the fiscal year ended

December 31, 2025.

Amendment No.

1 also clarified the exercise price of certain the Company Warrants.

Additionally, if Milestone Event I or Milestone

3 unchanged sentences

Results of Operations

As of June 30, 2023, we had not commenced any

All activity for the period from April 19, 2021 (inception) through June 30, 2023 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.

As of September 30, 2023, we had not commenced

any operations.

All activity for the period from April 19, 2021 (inception) through September 30, 2023 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 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 June 30, 2023, we

had net income of $852,389, which consisted of interest income and unrealized loss on securities held in the Trust Account of $122,546

and a gain of $1,007,875 for the change in fair value of our warrant liabilities, offset by operating costs of $314,710, change in fair

value of convertible note of $58,590 and income tax provision of $21,912.

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.

For the six months ended June 30, 2023, we had

net income of $1,293,284, which consisted of interest income and unrealized loss on securities held in the Trust Account of $1,964,386

and a gain of $433,738 for the change in fair value of our warrant liabilities, offset by operating costs of $758,427, change in fair

value of convertible note of $58,590 and income tax provision of $405,003.

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.

For the three months ended June 30, 2022, we

had net income of $1,212,363, which consisted of a gain of $1,294,594 for the change in fair value of our warrant liabilities and interest

income of $161,816, offset by formation and operating costs of $217,525 and income tax provision of $26,522.

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 six months ended June 30, 2022, we had

net income of $4,921,380, which consisted of a gain of $5,172,523 for the change in fair value of our warrant liabilities and interest

income of $234,500, offset by formation and operating costs of $459,121 and income tax provision of $26,522.

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, 2023,

we had net loss of $367,345, which consisted of $243,659 for the change in fair value of our warrant liabilities, operating costs of

$290,098, and income tax provision of $25,499, offset by interest income on securities held in the Trust Account of $138,725 and a change

in fair value of convertible note of $53,186.

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.

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, 2023,

we had net income of $925,939, which consisted of interest income on securities held in the Trust Account of $2,103,111 and a gain of

$190,079 for the change in fair value of our warrant liabilities and change in fair value of convertible note of $111,776, offset by

operating costs of $1,048,525, and income tax provision of $430,502.

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.

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.

Liquidity and Going Concern

As of June 30, 2023, we had $5,811 in cash and

a working capital deficit of $2,449,885.

For the six months ended June 30, 2023, cash used

in operating activities was $1,239,875.

Net income of $1,293,284 was impacted primarily by trust interest income of $1,964,386, change

in fair value of convertible note of $58,590, change in deferred tax provision of $36,940 and change in fair value of our warrant liabilities

Changes in operating assets and liabilities reflected a used of cash of $39,505 from operating activities during such period.

For the six months ended June 30, 2023, cash provided

by investing activities included $194,827 of extension payments made to the trust, $877,438 of reimbursement from the trust of franchise

and income tax payments and cash withdrawn from the trust of $184,845,836 in relation to a partial stock redemption.

For the six months ended June 30, 2023, cash used

by financing activities included $369,589 of proceeds from a convertible promissory note and $184,845,836 of a partial stock redemption.

For the six months ended June 30, 2022, cash

used in operating activities was $293,986.

As of September 30, 2023, we had $17,342 in cash

and a working capital deficit of $2,846,203.

For the nine months ended September 30, 2023,

cash used in operating activities was $1,719,650.

Net income of $925,939 was impacted primarily by trust interest income of $2,103,111,

change in fair value of convertible note of $111,776, change in deferred tax provision of $36,940 and change in fair value of our warrant

liabilities of $190,079.

Changes in operating assets and liabilities reflected a use of cash of $203,683 from operating activities during

For the nine months ended September 30, 2023,

cash provided by investing activities included $340,947 of extension payments made to the trust, $1,171,438 of reimbursement from the

trust of franchise and income tax payments and cash withdrawn from the trust of $184,845,836 in relation to a partial stock redemption.

For the nine months ended September 30, 2023,

cash used in financing activities included $713,015 of proceeds from a convertible promissory note and $184,845,836 of a partial stock

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.

For the six months ended June 30, 2022, cash provided

by investing activities included $8,484 of reimbursement from the trust of franchise tax payments and $25,000 in reimbursement from a

related party.

For the six months ended June 30, 2022, there was no cash used in financing

For the nine months ended September 30, 2022,

cash provided by investing activities included $8,484 of reimbursement from the trust of franchise tax payments and $25,000 in reimbursement

from a related party.

For the nine months ended September 30, 2022, there was no cash used

in financing activities.

Prior to the completion of the initial public

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drawdowns on the convertible promissory note.

In addition, in order to finance transaction

costs in connection with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain

of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

In order to finance transaction costs in connection

with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

On April 27, 2023, the Company signed a Convertible

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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.

$713,015 and is presenting the Note at fair value on its balance sheet at September 30, 2023 in the amount of $601,239.

The Company has until as late as December 22,

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We did not have any off-balance sheet arrangements

as of June 30, 2023 and December 31, 2022.

as of September 30, 2023 and December 31, 2022.

Contractual Obligations

As of June 30, 2023 and December 31, 2022, we

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

As of September 30, 2023 and December 31, 2022,

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

We entered into an administrative services agreement

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

For the six months ended June 30, 2023, $30,000 had been incurred and billed relating to the

administrative service fee.

As of June 30, 2023, $55,000 relating to the administrative service fee was not paid yet and recorded as

due to related party.

For the nine months ended September 30, 2023, $30,000 had been incurred and billed relating to

the administrative service fee.

As of September 30, 2023, $55,000 relating to the administrative service fee was not paid yet and recorded

as due to related party.

NorthView previously engaged I-Bankers as an

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statements of operations.

Per Common Stock

Net (Loss) Income Per Common Stock

We have two categories of shares, which are referred

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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 six months ended June 30, 2023 and 2022 because the warrants are contingently exercisable,

diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 because the warrants are contingently exercisable,

and the contingencies have not yet been met.

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

per share of common stock for the periods presented.

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

(loss) income per share of common stock for the periods presented.

Common Stock Subject to Possible Redemption

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements