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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-03-06 · 1117 added, 1070 removed, 618 unchanged (78% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures

that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,

such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,

including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our

“Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b)

of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the

SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely

decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal

financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures

as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers

concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Report on Internal Controls Over Financial Reporting

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

under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2022, our disclosure controls

and procedures were effective.

We do not expect that our

disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the

benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no

evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and

instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Management’s Report on Internal Controls Over Financial Reporting

Management is responsible

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

Exchange Act.

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

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

generally accepted in the United States.

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

or detect misstatements.

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

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

Management conducted, under

the supervision of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our internal

control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

Based on the assessment

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

This Annual Report on Form

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

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

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

Changes in Internal Control over Financial Reporting

There were no changes in our

internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most

recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

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

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

accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting

may not prevent or detect misstatements.

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

that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures

may deteriorate.

conducted, under the supervision of our principal executive officer and principal financial officer, an evaluation of the effectiveness

of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

on the assessment performed, management concluded that our internal control over financial reporting was effective as of December 31,

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to a transition period

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

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

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

the period covered by this Annual Report, none of the Company’s directors or executive officers has adopted or terminated a Rule

10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities

Exchange Act of 1934, as amended).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our directors and officers are as follows:

and Executive Officers

directors and officers are as follows:

Co-Founder, Director, Chief Executive Officer

5 unchanged sentences

Independent Director

Jack Stover — Co-Founder, Director

and Chief Executive Officer

Jack Stover has served as our

Chief Executive Officer and director since inception.

Stover — Co-Founder, Director and Chief Executive Officer

Stover has served as our Chief Executive Officer and director since inception.

From June 2016 to November 2020, Mr.

Stover served as president and chief executive

officer of Interpace Biosciences, Inc., a publicly-traded small cap life sciences company providing complex molecular analysis for the

early diagnosis and treatment of cancer and supporting the development of targeted therapeutics.

From December 2015 until June 2016, Mr.

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

Stover on the board of directors of Interpace

Biosciences, Inc.

from August 2005 until November 2020, and was chairman of the audit committee from August 2005 until December 2015.

Stover served

as president and chief executive officer of Interpace Biosciences, Inc., a publicly-traded small cap life sciences company providing

complex molecular analysis for the early diagnosis and treatment of cancer and supporting the development of targeted therapeutics.

December 2015 until June 2016, Mr.

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

Stover on the board of directors of Interpace Biosciences, Inc.

from August 2005 until November 2020, and was chairman of the

audit committee from August 2005 until December 2015.

From June 2016 to December 2016, Mr.

Stover was chairman of the audit committee and a member of the board of directors of Viatar

CTC Solutions, Inc.

From 2004 to 2008, he served as chief executive officer, president and director of Antares Pharma, Inc., a publicly

held specialty pharmaceutical company (current market cap of ~$700M) then listed on the American Stock Exchange.

In addition to other

relevant experience, Mr.

Stover was also formerly a partner with PricewaterhouseCoopers (then Coopers and Lybrand), working in the

bioscience industry division in New Jersey.

Stover was chairman of the audit committee

and a member of the board of directors of Viatar CTC Solutions, Inc.

From 2004 to 2008, he served as chief executive officer, president

and director of Antares Pharma, Inc., a publicly held specialty pharmaceutical company (current market cap of ~$700M) then listed on

the American Stock Exchange.

In addition to other relevant experience, Mr.

Stover was also formerly a partner with PricewaterhouseCoopers

(then Coopers and Lybrand), working in the bioscience industry division in New Jersey.

Stover received his B.A.

in Accounting from Lehigh University and is a Certified

Public Accountant.

in Accounting

from Lehigh University and is a Certified Public Accountant.

We believe that Mr.

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

experience holding senior leadership positions in the life sciences industry, and his specific experience and skills in the areas of general

operations, financial operations and administration.

Fred Knechtel — Co-Founder, Director

and Chief Financial Officer

Stover is well-qualified to serve as a director

of our company based on Mr.

Stover’s experience holding senior leadership positions in the life sciences industry, and his

specific experience and skills in the areas of general operations, financial operations and administration.

Knechtel — Co-Founder, Director and Chief Financial Officer

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

From August 2022 to present, Mr.

From August 2022 to August 2023 , Mr.

served as chief financial officer of DiamiR Biosciences.

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sciences industry, and his financial and accounting experience.

Peter O’Rourke — Chairman

O’Rourke — Chairman of the Board

O’Rourke has served as our chairman of the board since the effective date of our initial public offering.

22 unchanged sentences

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

Ed Johnson — Director

Ed Johnson has served as

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

Johnson — Director

Johnson has served as a director since the effective date of our initial public offering.

Since March 2020, Mr.

Johnson has served as the chief

executive officer of iONEBIOUSA Molecular COVID-19 Technologies, which he founded.

served as the chief executive officer of iONEBIOUSA Molecular COVID-19 Technologies, which he founded.

Since March 2018, Mr.

served as chief executive officer of Johnson Global Ventures, LLC.

has served as chief executive officer of Johnson Global Ventures, LLC.

Since March 2018, Mr.

Johnson has served on the

Advisory Board to Advantage Capital Partners.

Johnson received a Bachelor of Science in Marketing from Florida State

University and a M.B.A.

Johnson has served on the Advisory

Board to Advantage Capital Partners.

Johnson received a Bachelor of Science in Marketing from Florida State University and a

from Nova Southeastern University.

We believe that Mr.

Johnson is well-qualified to serve as a

director of our company based on Mr.

Johnson is well-qualified to serve as a director of our company

Johnson’s healthcare focused experience.

Lauren Chung — Director

Lauren Chung has served as a

director since the effective date of our initial public offering.

Chung — Director

Chung has served as a director since the effective date of our initial public offering.

Since November 2019, Dr.

Chung has served as chief executive officer

of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational, and commercial opportunities,

and venture partner at Yozma Group.

Chung has served

as chief executive officer of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational,

and commercial opportunities, and venture partner at Yozma Group.

From May 2017 to November 2019, Dr.

Chung was an Equity Research Managing Director at WestPark

Chung was an Equity Research

Managing Director at WestPark Capital.

From August 2016 to April 2017, Dr.

Chung as in equity research at Maxim Group.

Previously, Dr.

Chung founded and served

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

Prior to that,

she managed healthcare investment portfolios at institutional investment firms.

Chung serves as director of Todos Medical Ltd.

Chung previously served as director of Cure Pharmaceutical Holding Corp from August 2019 until November 2021, UltraSight, Inc

from December 2020 to December 2021, and AdiTxt, Inc.

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

investment fund.

Prior to that, she managed healthcare investment portfolios at institutional investment firms.

as director of Todos Medical Ltd.

Chung previously served as director of Cure Pharmaceutical Holding Corp from August 2019 until

November 2021, UltraSight, Inc from December 2020 to December 2021, and AdiTxt, Inc.

from June 2021 until December 2021.

Chung holds a Ph.D.

in Neuropathology

from Columbia University-College of Physicians & Surgeons, an M.B.A from Columbia Business School, and a BA with honors in Biochemistry

and Economics from Wellesley College.

holds a Ph.D.

in Neuropathology from Columbia University-College of Physicians & Surgeons, an M.B.A from Columbia Business School,

and a BA with honors in Biochemistry and Economics from Wellesley College.

We believe that Dr.

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

Chung is well-qualified to serve

as a director of our company based on Dr.

Chung’s extensive corporate board and investment analysis experience.

Number of Officers and Directors

Our board of directors consists

of five directors.

We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Director Independence

The Nasdaq listing standards

require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person

other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out

the responsibilities of a director.

of Officers and Directors

board of directors consists of five directors.

We may not hold an annual meeting of stockholders until after we consummate our initial

business combination.

Our officers are elected by the board of directors and serve at the discretion of the board of directors,

rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws

as it deems appropriate.

Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director” is defined

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

Our board of directors have determined that Dr.

O’Rourke are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

of the Board of Directors

board of directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described

Our audit committee, compensation committee and nominating and corporate governance committee is composed solely of independent

members of our audit committee are Dr.

Johnson and Mr.

are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors

have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has

three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Each committee

operates under a charter that has been approved by our board and has the composition and responsibilities described below.

Our audit committee,

compensation committee and nominating and corporate governance committee is composed solely of independent directors.

Chung serves as chair of the

audit committee.

The members of our audit committee

Johnson and Mr.

Chung serves as chair of the audit committee.

Under the Nasdaq

listing standards and applicable SEC rules, we are required to have at least three members on the audit committee.

The rules of Nasdaq

and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members on the audit

The rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely

of independent directors.

Johnson and Mr.

O’Rourke qualify as independent directors under applicable rules.

Each member of the

audit committee is financially literate and our board of directors has determined that Dr.

Chung qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

● the appointment, compensation, retention, replacement, and

oversight of the work of the independent registered accounting firm and any other independent registered public accounting firm engaged

● pre-approving all audit and non-audit services to be provided

by the independent registered accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

● reviewing and discussing with the independent registered accounting

firm all relationships the auditors have with us in order to evaluate their continued independence;

● setting clear hiring policies for employees or former employees

of the independent registered accounting firm;

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from

the independent registered accounting firm describing (i) the independent registered accounting firm’s internal quality-control

procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more

independent audits carried out by the firm and any steps taken to deal with such issues;

● reviewing and approving any related party transaction required

to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered accounting

firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements

or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards

Board, the SEC or other regulatory authorities.

Compensation Committee

The members of our Compensation

Committee are Mr.

O’Rourke qualify as independent directors under applicable

Each member of the audit committee is financially literate and our board of directors has determined that Dr.

Chung qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

the appointment, compensation,

retention, replacement, and oversight of the work of the independent registered accounting firm and any other independent registered

public accounting firm engaged by us;

pre-approving all audit

and non-audit services to be provided by the independent registered accounting firm or any other registered public accounting firm

engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing

with the independent registered accounting firm all relationships the auditors have with us in order to evaluate their continued

independence;

setting clear hiring policies

for employees or former employees of the independent registered accounting firm;

setting clear policies

for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing

a report, at least annually, from the independent registered accounting firm describing (i) the independent registered accounting

firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control

review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within,

the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such

reviewing and approving

any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us

entering into such transaction;

reviewing with management,

the independent registered accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

members of our Compensation Committee are Mr.

Chung, and Mr.

Johnson serves as chair of the compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members on the compensation committee,

all of whom must be independent.

We have adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals

and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s

based on such evaluation;

● reviewing and approving the compensation of all of our other

executive officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting management in complying with our proxy statement

and annual report disclosure requirements;

● approving all special perquisites, special cash payments and

other special compensation and benefit arrangements for our executive officers and employees;

● producing a report on executive compensation to be included

in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating

and corporate governance are Dr.

Johnson serves as chair

of the compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members

on the compensation committee, all of whom must be independent.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our

Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation;

reviewing and approving

the compensation of all of our other executive officers;

reviewing our executive

compensation policies and plans;

implementing and administering

our incentive compensation equity-based remuneration plans;

assisting management in

complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

producing a report on executive

compensation to be included in our annual proxy statement;

reviewing, evaluating and

recommending changes, if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

and Corporate Governance Committee

members of our nominating and corporate governance are Dr.

O’Rourke and Mr.

Chung serves as chair of the nominating and

corporate governance committee.

The primary purposes of our

nominating and corporate governance committee will be to assist the board in:

● identifying, screening and reviewing individuals qualified

to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders

or to fill vacancies on the board of directors;

● developing, recommending to the board of directors and overseeing

implementation of our corporate governance guidelines;

● coordinating and overseeing the annual self-evaluation of

the board of directors, its committees, individual directors and management in the governance of the company;

● reviewing on a regular basis our overall corporate governance

and recommending improvements as and when necessary.

The nominating and corporate

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

Director Nominations

Our nominating and corporate

governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the stockholders.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they

are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of

stockholders).

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination

to our board of directors.

Code of Ethics

We have adopted a Code of

Ethics applicable to our directors, officers and employees.

We have filed a copy of our form of Code of Ethics and our audit committee

charter as exhibits to the registration statement we filed in connection with our initial public offering.

You are able to review these

documents by accessing our public filings at the SEC’s website at www.sec.gov .

In addition, a copy of the Code of Ethics

will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our

Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which

such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of our

officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current

fiduciary or contractual obligations, he or she will honor these fiduciary obligations under applicable law.

We do not believe, however,

that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity

offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue.

Potential investors should

also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest

in allocating his or her time among various business activities.

sponsor, executive officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public

shares they hold in connection with the consummation of our initial business combination.

Additionally, our sponsor, executive officers

and directors have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial

business combination within the combination period, although they will be entitled to liquidating distributions from the trust account

with respect to any public shares they hold.

If we do not complete our initial business combination within such applicable time period,

the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public shares, and the private

placement warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or

salable by our initial stockholders until the earlier of (1) one year after the completion of our initial business combination and

(2) the date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction

after our initial business combination that results in all of our stockholders having the right to exchange their shares of common stock

for cash, securities or other property.

Chung serves as chair

of the nominating and corporate governance committee.

primary purposes of our nominating and corporate governance committee will be to assist the board in:

identifying, screening

and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for

election at the annual meeting of stockholders or to fill vacancies on the board of directors;

developing, recommending

to the board of directors and overseeing implementation of our corporate governance guidelines;

coordinating and overseeing

the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the

reviewing on a regular

basis our overall corporate governance and recommending improvements as and when necessary.

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

nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the

annual meeting of the stockholders.

The board of directors will also consider director candidates recommended for nomination by our stockholders

during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable,

a special meeting of stockholders).

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right

to recommend director candidates for nomination to our board of directors.

have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed a copy of our form of Code of Ethics

and our audit committee charter as exhibits to the registration statement we filed in connection with our initial public offering.

are able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov .

In addition, a copy

of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain

provisions of our Code of Ethics in a Current Report on Form 8-K.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for

an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these fiduciary obligations

under applicable law.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will

materially affect our ability to complete our business combination.

Our amended and restated certificate of incorporation provides that

we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue.

investors should also be aware of the following other potential conflicts of interest:

None of our officers or

directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating

his or her time among various business activities.

Our sponsor, executive

officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they

hold in connection with the consummation of our initial business combination.

Additionally, our sponsor, executive officers and directors

have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination

within the combination period, although they will be entitled to liquidating distributions from the trust account with respect to

any public shares they hold.

If we do not complete our initial business combination within such applicable time period, the proceeds

of the sale of the private placement warrants will be used to fund the redemption of our public shares, and the private placement

warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or salable

by our initial stockholders until the earlier of (1) one year after the completion of our initial business combination and (2) the

date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after our

initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for

cash, securities or other property.

Notwithstanding the foregoing, if the last sale price of our 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 our initial business combination, the founder shares will be released

from the lock-up.

With certain limited exceptions, the private placement warrants and the securities underlying such warrants

will not be transferable, assignable or salable by our initial stockholders until 30 days after the completion of our initial business

Since our initial stockholders and officers and directors may directly or indirectly own common stock and warrants following

our initial public offering, our officers and directors may have a conflict of interest

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

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

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 our initial business combination, the founder shares

will be released from the lock-up.

With certain limited exceptions, the private placement warrants and the securities underlying

such warrants will not be transferable, assignable or salable by our initial stockholders until 30 days after the completion of our

initial business combination.

initial stockholders, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing

arrangements as we may obtain loans from our initial stockholders or an affiliate of our initial stockholders or any of our officers

or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans

may be, at the option of the lender, convertible into placement warrants at a price of $1.00 per warrant.

Such units would be identical

to the private placement warrants, including as to exercise price, exercisability and exercise period.

initial stockholders, officers and directors may be owed reimbursement for expenses incurred in connection with certain activities on

our behalf which would only be repaid if we complete an initial business combination.

officers and directors may be paid consulting, finder or success fees for assisting us in consummating our initial business combination.

The conflicts described above

may not be resolved in our favor.

Since our initial stockholders and officers and directors may directly or indirectly own common stock

and warrants following our initial public offering, our officers and directors may have

a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our

initial business combination.

Our officers and directors

may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any

such officers and directors was included by a target business as a condition to any agreement with respect to our initial business

Our initial stockholders,

officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements

as we may obtain loans from our initial stockholders or an affiliate of our initial stockholders or any of our officers or directors

to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be,

at the option of the lender, convertible into placement warrants at a price of $1.00 per warrant.

Such units would be identical to

the private placement warrants, including as to exercise price, exercisability and exercise period.

Our initial stockholders,

officers and directors may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which

would only be repaid if we complete an initial business combination.

Our officers and directors

may be paid consulting, finder or success fees for assisting us in consummating our initial business combination.

conflicts described above may not be resolved in our favor.

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business

opportunities to a corporation if:

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers or directors.

event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain

an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such an

initial business combination is fair to our company from a financial point of view.

the corporation could financially

undertake the opportunity;

the opportunity is within

the corporation’s line of business;

it would not be fair to

the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers

or directors.

In the event we seek to complete our initial business combination with such a company, we, or a committee of independent

directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting

firm, that such an initial business combination is fair to our company from a financial point of view.

the event that we submit our initial business combination to our public stockholders for a vote, our sponsor, executive officers, and

2 unchanged sentences

following table summarizes the relevant pre-existing fiduciary or contractual obligations of our officers and directors:

Position at affiliated entity

Onconova Therapeutics, Inc.

at affiliated entity

Onconova Therapeutics,

Fred Knechtel

DiamiR Biosciences

Peter O’Rourke

1 unchanged sentence

AXIM Biotechnologies

Johnson Global Ventures LLC

Johnson Global Ventures

Advantage Capital Partners

1 unchanged sentence

Todos Medical Ltd.

Limitation on Liability and Indemnification

of Officers and Directors

Our amended and restated certificate

of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law,

as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our

directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent

such exemption from liability or limitation thereof is not permitted by the DGCL.

We entered into agreements

with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended

and restated certificate of incorporation.

Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee

for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

We have obtained

a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,

settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage

stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise

benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs

of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions,

the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented

and experienced officers and directors.

on Liability and Indemnification of Officers and Directors

amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent

authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation

provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors,

except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL.

entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided

for in our amended and restated certificate of incorporation.

Our bylaws also permit us to maintain insurance on behalf of any officer,

director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

We have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against

the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our

officers and directors.

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,

if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary

to attract and retain talented and experienced officers and directors.

EXECUTIVE COMPENSATION

Executive Officer and Director Compensation

None of our executive officers

or directors have received any cash compensation for services rendered to us.

Until the earlier of consummation of our initial business

combination and our liquidation, beginning on the closing date of our initial public offering, we have agreed to pay an affiliate of one

of our officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services.

Our executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred

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

combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or

their affiliates.

After the completion of our

initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other

fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer

materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely

the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible

for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined

by a compensation committee constituted solely by independent directors.

We do not intend to take any

action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to

remain with us after the initial business combination.

The existence or terms of any such employment or consulting arrangements to retain

their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe

that the ability of our management to remain with us after the consummation of our initial business combination will be a determining

factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers

and directors that provide for benefits upon termination of employment.

Compensation Committee Interlocks and Insider Participation

None of our executive officers

currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that

has one or more executive officers serving on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table sets forth

information regarding the beneficial ownership of our common stock as of February 14, 2023 based on information obtained from the persons

named below, with respect to the beneficial ownership of our shares of common stock, by:

● each person known by us to be the beneficial owner of more

than 5% of our outstanding shares of common stock;

● each of our executive officers and directors;

● all our executive officers and directors as a group.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants

are not exercisable within 60 days of the date of this Report.

Officer and Director Compensation

of our executive officers or directors have received any cash compensation for services rendered to us.

Until the earlier of consummation

of our initial business combination and our liquidation, beginning on the closing date of our initial public offering, we had agreed

to pay an affiliate of one of our officers 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.

Our executive officers and directors,

or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our

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

Our audit committee

will review on a quarterly basis all payments that were made to our sponsor, officers, directors or their affiliates.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,

management or other fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known,

in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will

be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will

be determined by a compensation committee constituted solely by independent directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment

or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our executive officers and directors that provide for benefits upon termination of employment.

Committee Interlocks and Insider Participation

of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation

committee of any entity that has one or more executive officers serving on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our common stock as of February 23, 2024 based on information

obtained from the persons named below, with respect to the beneficial ownership of our shares of common stock, by:

each person known by us

to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our executive officers

and directors;

all our executive officers

and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement

warrants as these warrants are not exercisable within 60 days of the date of this Report.

Name and Address of Beneficial Owner (1)

7 unchanged sentences

All directors and executive officers as a group (5 individuals)

Lighthouse Investment Partners, LLC (6)

Fir Tree Capital Management LP (7)

Shaolin Capital Management LLC (8)

* Less than 1%.

(1) Unless otherwise noted, the business address of each of the

following entities or individuals 207 West 25 th St, 9 th Floor, New York, NY 10001.

(2) Interests shown consist solely of founder shares.

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

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

company, of which Messrs.

otherwise noted, the business address of each of the following entities or individuals 207 West 25 th St, 9 th Floor,

New York, NY 10001.

(2) Interests

shown consist solely of founder shares.

on 6,027,219 shares of common stock outstanding.

are held by NorthView Sponsor I, LLC, a limited liability company, of which Messrs.

Stover and Knechtel are the managers.

Members of this limited liability company include certain officers and

directors of the company.

Stover and Knechtel disclaim beneficial ownership of the reported shares other than to the extent of

their ultimate pecuniary interest therein.

this limited liability company include certain officers and directors of the company.

Stover and Knechtel disclaim beneficial

ownership of the reported shares other than to the extent of their ultimate pecuniary interest therein.

not include any securities held by NorthView Sponsor I, LLC, a limited liability company, of which each person is a direct or indirect

Each such person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

(6) According

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

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

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

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

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

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

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

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

Lighthouse serves as

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

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

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

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

the disposition of the shares set forth in the table.

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

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

(7) According

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

The principal business address for Fir Tree

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

(8) According

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

The principal business address for Shaolin

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

In April 2021, our sponsor

purchased 5,175,000 founder shares for an aggregate purchase price of $25,000.

In October 2021, our sponsor forfeited 862,500 founder

On December 20, 2021, we effected a 1.1- for-1 stock dividend of our common stock, resulting in an aggregate of 4,743,750

founder shares (up to 618,750 of which are subject to forfeiture).

Our sponsor purchased an aggregate

of 5,162,500 private placement warrants, each exercisable to purchase one share of common stock at $11.50 per share, at a price of $1.00

per warrant ($5,162,500 in the aggregate), in a private placement that closed simultaneously with the closing of our initial public offering.

The private placement warrants (including the shares of common stock issuable upon exercise of the private placement warrants) may not,

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

If any of our officers or

directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she

has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such

entity prior to presenting such business combination opportunity to us.

Our executive officers and directors currently have certain relevant

fiduciary duties or contractual obligations that may take priority over their duties to us.

We entered into an Administrative

Services Agreement pursuant to which we pay NorthView Sponsor I, LLC, an affiliate of one of our officers, a total of $5,000 per month

for office space, utilities, secretarial support and other administrative and consulting services.

Upon completion of our initial business

combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our initial business

combination takes the maximum 21 months, NorthView Sponsor I, LLC will be paid a total of $105,000 ($5,000 per month) for office space,

utilities, secretarial support and other administrative and consulting services and will be entitled to be reimbursed for any out-of-pocket

Our sponsor, executive officers

and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

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

committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates

and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement

of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the closing of our

initial public offering, our sponsor loaned us $204,841 to be used for a portion of the expenses of our initial public offering.

loans were non-interest bearing, unsecured and were repaid on the closing of our initial public offering.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, our initial stockholders or an affiliate of our initial

stockholders or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close,

we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust

account would be used for such repayment.

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

The terms of such loans, if any, have not been determined and no written

agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our initial stockholders or an affiliate

of our initial stockholders or certain officers and directors as we do not believe third parties will be willing to loan such funds and

provide a waiver against any and all rights to seek access to funds in our trust account.

We may pay consulting, finder

or success fees to our initial stockholders, officers, directors or their affiliates for assisting us in consummating our initial business

Other than these consulting, finder or success fees, no compensation of any kind will be paid by us to our initial stockholders,

executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion

of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection

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

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

or their affiliates.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation

materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable,

as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

We entered into a registration

rights agreement with respect to the founder shares and private placement warrants (and underlying securities).

Policy for Approval of Related Party Transactions

The audit committee of our

board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related

party transactions.” Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of

each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length

dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether

the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying

the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have

on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances

relating thereto.

Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the

transaction in accordance with the guidelines set forth in the policy.

The policy will not permit any director or executive officer to

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

PRINCIPAL ACCOUNTING FEES AND

The following is a summary of fees paid or to

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

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

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

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

Audit-Related Fees.

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

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

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

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

All Other Fees .

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

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

Pre-Approval Policy

Our audit committee was formed

upon the consummation of our Initial Public Offering.

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

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

Since the formation

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

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

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

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and

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

Copies of such

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

20549, at prescribed

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

EXHIBITS AND CONSOLIDATED

FINANCIAL STATEMENTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

April 2021, our sponsor purchased 5,175,000 founder shares for an aggregate purchase price of $25,000.

In October 2021, our sponsor

forfeited 862,500 founder shares.

On December 20, 2021, we effected a 1.1- for-1 stock dividend of our common stock, resulting

in an aggregate of 4,743,750 founder shares (up to 618,750 of which are subject to forfeiture).

sponsor purchased an aggregate of 5,162,500 private placement warrants, each exercisable to purchase one share of common stock at $11.50

per share, at a price of $1.00 per warrant ($5,162,500 in the aggregate), in a private placement that closed simultaneously with the

closing of our initial public offering.

The private placement warrants (including the shares of common stock issuable upon exercise of

the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after

the completion of our initial business combination.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity

to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination

opportunity to such entity prior to presenting such business combination opportunity to us.

Our executive officers and directors currently

have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

entered into an Administrative Services Agreement pursuant to which we pay NorthView Sponsor I, LLC, an affiliate of one of our officers,

a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services.

Upon completion

of our initial business combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation

of our initial business combination takes the maximum 21 months, NorthView Sponsor I, LLC will be paid a total of $105,000 ($5,000 per

month) for office space, utilities, secretarial support and other administrative and consulting services and will be entitled to be reimbursed

for any out-of-pocket expenses.

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

sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors

or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling

on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

to the closing of our initial public offering, our sponsor loaned us $204,841 to be used for a portion of the expenses of our initial

public offering.

These loans were non-interest bearing, unsecured and were repaid on the closing of our initial public offering.

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

or an affiliate of our initial stockholders or certain of our officers and directors may, but are not obligated to, loan us funds as

may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business

combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but

no proceeds from our trust account would be used for such repayment.

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

convertible 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.

The terms of such loans, if any,

have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other

than our initial stockholders or an affiliate of our initial stockholders or certain officers and directors as we do not believe third

parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

may pay consulting, finder or success fees to our initial stockholders, officers, directors or their affiliates for assisting us in consummating

our initial business combination.

Other than these consulting, finder or success fees, no compensation of any kind will be paid by us

to our initial stockholders, executive officers and directors, or any of their respective affiliates, for services rendered prior to

or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on

suitable business combinations.

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

officers, directors or our or their affiliates.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender

offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will

be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial

business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer

and director compensation.

entered into a registration rights agreement with respect to the founder shares and private placement warrants (and underlying securities).

for Approval of Related Party Transactions

audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval

or ratification of “related party transactions.” Pursuant to the policy, the audit committee will consider (i) the relevant

facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be

obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in

the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee

believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the

effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility

to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including

all relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions only if our audit

committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy will not permit

any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which

he or she is the related party.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

the years ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $210,752 and

$128,750 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 consolidated financial statements

included in this Annual Report on Form 10K.

Audit-Related

During the years ended December 31, 2023 and 2022, our independent registered public accounting firm did not render any audit-related

services to us not already covered in “Audit Fees” above.

During the years ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services

to us for tax compliance, tax advice and tax planning.

During the years ended December 31, 2023 and 2022, there were no fees billed for products and services provided by our

independent registered public accounting firm other than those set forth above.

audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to

the completion of the audit).

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference

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

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

20549, at prescribed rates or on the SEC website at www.sec.gov.

EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS

filed as part of this Report

Consolidated Financial

The financial statements and notes thereto

which are attached hereto have been included by reference into Item 8 of this part of the annual report on Form 10-K.

See the Index to

Consolidated Financial Statements.

Consolidated Financial

Statement Schedules

All schedules are omitted

because they are inapplicable or not required or the required information is shown in the financial statements or notes thereto.

Financial Statements

financial statements and notes thereto which are attached hereto have been included by reference into Item 8 of this part of the annual

report on Form 10-K.

See the Index to Consolidated Financial Statements.

Financial Statement Schedules

schedules are omitted because they are inapplicable or not required or the required information is shown in the financial statements

or notes thereto.

Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among NorthView, NV Profusa Merger Sub, Inc.

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

1 to Merger Agreement, dated September 12, 2023, by and among NorthView, Profusa and Merger Sub (incorporated by reference to

Exhibit 2.2 of the Current Report on Form 8-K, filed September 13, 2023)

Amendment No.

2 to Merger Agreement, dated January 12, 2024, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed January 22, 2024)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed December 23, 2021)

Amendment to the Amended and Restated Certificate of Incorporation of NorthView Acquisition Corp., dated March 10, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on December 28, 2023)

Bylaws (incorporated by reference to exhibit 3.3 of the Form S-1 file no 333-257156)

1 unchanged sentence

Rights Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to exhibit 4.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Description of Registrant’s Securities

Description of Registrant’s Securities (incorporated by reference to exhibit 4.3 of the Annual Report on Form 10-K, filed with the

SEC on March 6, 2023)

Letter Agreement, dated December 20, 2021, by and among the Company, NorthView Sponsor I, LLC and each of the officers and directors of the Company (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Form of Amendment to the Investment Management Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

Amendment No.

1 to Investment Management Trust Agreement, dated December 20, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on January 9, 2024)

Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Form of Indemnity Agreement (incorporated by reference to exhibit 10.7 of the Form S-1 file no.

Administrative Services Agreement, dated December 20, 2021, by and between the Company and NorthView Sponsor I, LLC (incorporated by reference to exhibit 10.8 of the Form S-1 file no.

Form of Administrative Services Agreement, by and between the Company and NorthView Sponsor I, LLC (incorporated by reference to exhibit

10.8 of the Form S-1 file no.

Business Combination Marketing Agreement dated December 20, 2021 between the Registrant and I-Bankers Securities, Inc.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Executive Incentive Clawback Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

† Certain of the exhibits and schedules to this exhibit have

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

The Registrant agrees to furnish supplementally a copy of all omitted

exhibits and schedules to the SEC upon its request.

Inline XBRL Taxonomy Extension Presentation Linkbase

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

in Exhibit 101).

of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

The Registrant agrees

to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

FORM 10-K SUMMARY

ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

NORTHVIEW ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors of

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balance sheets of Northview Acquisition Corporation (the “Company”) as of December 31, 2023 and 2022, the related consolidated

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

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

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

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

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

statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December

31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles

generally accepted in the United States of America .

Explanatory Paragraph – Going Concern

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liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern.

plans are also described in Note 1.

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

plans are described in Note 1.

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

Basis for Opinion

25 unchanged sentences

We have served as the Company’s auditor since 2021.

March 3, 2023

ACQUISITION CORPORATION

CONSOLIDATED BALANCE

February 23, 2024

NORTHVIEW ACQUISITION CORPORATION

CONSOLIDATED BALANCE SHEETS

Current Assets:

Prepaid expenses and other current assets

Accounts receivable – related party

Cash and marketable securities held in Trust Account

Total Current Assets

Prepaid expenses, non-current

Cash and marketable securities held in Trust Account

$ 194,736,486

$ 193,060,803

Liabilities and Stockholders’ Deficit

Liabilities, Redeemable Common Stock and Stockholders’ Deficit

Current Liabilities:

Accrued offering costs and expenses

Accrued expenses

Excise tax payable

Common stock to be redeemed (1)

Income tax payable

Convertible promissory note

Due to related party

4 unchanged sentences

Commitments and Contingencies (Note 6)

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

Common stock subject to possible redemption, 833,469 and 18,975,000 shares at redemption value of approximately $ 11.10 and $ 10.20 at December 31, 2023 and 2022, respectively

Stockholders’ Deficit:

4 unchanged sentences

100,000,000 shares authorized;

5,193,750 shares issued and outstanding (excluding 18,975,000 shares subject to possible redemption)

Additional paid-in capital

5,193,750 shares issued and outstanding at December 31, 2023 and 2022 (excluding 833,469 and 18,975,000 shares subject to possible redemption at December 31, 2023 and 2022, respectively)

Accumulated deficit

2 unchanged sentences

( 3,459,310 )

Total Liabilities and Stockholders’ Deficit

$ 194,736,486

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

$ 194,736,486

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

ACQUISITION CORPORATION

(1) In connection with the special meeting of stockholders to vote on extending the Combination Period, on December 21, 2023, 140,663 shares of the Company’s common stock were redeemed at a per share price of $11.13.

In January 2024, $1,565,078 was paid from the Trust Account to redeeming stockholders in connection with the extension.

As a result, the Company has recorded a liability of $1,565,078 as common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the consolidated balance sheet .

The accompanying notes are an integral part

of the consolidated financial statements

NORTHVIEW ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Period

from April 19,

(Inception) through

Formation and operating costs

Operating costs

Loss from operations

( 1,508,683 )

( 1,270,554 )

Interest income earned on investments held in trust account

Offering costs allocated to warrants

Change in fair value of convertible note

Change in fair value of warrant liabilities

8 unchanged sentences

of the consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2022 AND

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

NORTHVIEW ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Stockholders’

Balance as of April 19, 2021 (inception)

Issuance of founder shares

Issuance of representative shares

Excess of proceeds above fair value of Private Placement Warrants

Accretion of common stock to redemption amount

Balance as of December 31, 2021

$ ( 5,909,749 )

$ ( 5,909,230 )

Accretion of common stock to redemption amount

( 1,877,984 )

Balance as of December 31, 2022

8 unchanged sentences

( 2,137,638 )

Excise tax on stock redemptions

( 1,864,106 )

Balance as of December 31, 2023

3 unchanged sentences

of the consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

For the Period

from April 19,

NORTHVIEW ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

2 unchanged sentences

( 2,248,538 )

Offering costs allocated to warrant liabilities

( 2,579,268 )

Change in fair value of convertible note

Change in fair value of warrant liabilities

7 unchanged sentences

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 2,064,860 )

Overpayment of amount due to related party

Reimbursement of franchise tax payment from trust account

Cash Flows from Investing Activities:

Payment of extension fee to trust

Cash withdrawn from Trust Account in connection with redemption

Reimbursement of franchise tax and income tax payment from trust account

Reimbursement by related party

Net cash provided by (used in) investing activities

( 191,672,500 )

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from initial public offering, net of underwriters’ discount

Proceeds from private placement

Payment of promissory notes to related party

Payment of offering costs

Net cash provided by financing activities

Proceeds from convertible promissory note

Redemption of common stock

( 184,845,836 )

Net cash used in financing activities

( 183,724,021 )

Net change in cash

Cash, beginning of the period

Cash, end of the period

Cash, beginning of the year

Cash, end of the year

Supplemental disclosure of cash flow information:

Initial classification of warrant liabilities

Income Taxes Paid

Accretion of common stock to redemption value

Deferred offering costs paid through issuance of founder shares

Deferred offering costs paid through issuance of promissory note

Deferred offering costs included in accrued offering costs and expenses

Excise tax payable attributable to redemption of common stock

Reclassification of common stock subject to redemption to common stock to be redeemed

The accompanying notes are an integral part

of the consolidated financial statements.

— DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

The Company has not selected any specific

Business Combination target.

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

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

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

4 unchanged sentences

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

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

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

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

of one redeemable warrant of the Company (the “Warrants”).

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

of one share of common stock.

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

to adjustment.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 189,750,000 .

Simultaneously

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

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

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

at a purchase

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

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

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

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

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

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

However, the Company

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

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

company under the Investment Company Act.

On December 22, 2021, the Company consummated

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

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

Each Unit consists of one share of common stock of the

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

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

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

The Units were sold at

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

Simultaneously with the closing of the IPO, the

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

697,500 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.

10 unchanged sentences

of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of the public shares if the Company

does not complete the initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of

our IPO if we extend the period of time to consummate a business combination) (the “Combination Period”), or (B) with respect

to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (iii) the redemption of all of

the Company’s public shares if the Company is unable to complete the Business Combination within the Combination Period, subject

to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if

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

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 offer.

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

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

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

upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which

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

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

The per share amount the Company will distribute

to investors who properly redeem their shares will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the Business

Combination Marketing Agreement (see Note 6).

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

(i) cease all operations except

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

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

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

of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including

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

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

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

requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s

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

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

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

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

extension, an amount of $ 1,897,500 ($ 0.10 per share) on or prior to the date of the applicable deadline, up to an aggregate of $ 3,795,000 ,

or approximately $ 0.20 per share.

(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.

On December 21, 2023, the Company held a special

meeting of stockholders to vote on extending the Combination Period.

As a result, the Company has extended the Combination Period from

December 22, 2023 to March 22, 2024.

In connection with the extension, 140,663 shares of the Company’s common stock were redeemed,

with 6,027,219 shares of Common Stock remaining outstanding after the Redemption;

833,469 shares of Common Stock remaining outstanding

after the Redemption are shares issued in connection with our initial public offering.

In January 2024, $ 1,565,078 was paid from the Trust

Account to redeeming stockholders in connection with the extension.

As a result, the Company has recorded a liability of $ 1,565,078 as

common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the balance sheet.

All of the Public Shares, or shares of our common

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

Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares

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

Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination

Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold

if the Company fails to complete the Business Combination within such time period);

and (iii) vote their Founder Shares and any public

shares purchased during or after the IPO in favor of the initial Business Combination.

Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered

or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,

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

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

net of the amount of interest which may be released to the Company to pay taxes, except as to any claims by a third party who executed

a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of

the IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is

deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party

and Going Concern

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

the completion of the Company’s IPO, the Company’s liquidity needs had been satisfied through a capital contribution from

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

from the Sponsor of $ 204,841 , which was fully paid upon the IPO.

Subsequent to the consummation of the Initial Public Offering and Private

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

not held in the Trust Account.

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

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

Working Capital Loans (see Note 5).

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

The Company has until March 22, 2023 to consummate

a Business Combination.

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

If a Business

Combination is not consummated by the required date, there will be an option to either extend the time available for us to consummate

our initial business combination by up to an additional six (6) months or execute a mandatory liquidation and subsequent dissolution.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial

Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties

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

dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability

to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements.

No adjustments

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

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

to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate

a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100 % of the shares of the Company’s

common stock issued in the Company’s initial public offering, from March 22, 2023, monthly for up to nine additional months

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

the “Extended Date”).

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

and Uncertainties

Management is continuing to evaluate the impact

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

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

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

The consolidated financial statements do not include

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

August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for,

among other things, a new U.S.

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

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 December 31, 2023, the Company had $ 4,519 in cash and a

working capital deficit of $ 3,345,130 .

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

$ 1,121,815 and is presenting the Note at fair value on its balance sheet at December 31, 2023 in the amount of $ 944,118 .

On January 10, 2024, the Company’s Board of Directors approved,

and the Company amended, its Convertible Working Capital Promissory Note (the “Note”) with the sponsor to increase the principal

amount of the Note that could be drawn on to $ 1.5 million.

The amended and restated Note also allows for the conversion of the outstanding

principal balance of the Note to be repaid in shares of Company common stock at a price of $ 2.22 per share at the election of the sponsor.

The Company has until as late as March 22, 2024

to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by as late as

March 22, 2024.

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 consolidated financial statements.

No adjustments have been made to

the carrying amounts of assets and liabilities should the Company be required to liquidate after March 22, 2024.

Risks and Uncertainties

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 U.S.

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

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

The excise tax is imposed on the repurchasing

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

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

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

However, for purposes of calculating the excise tax, repurchasing

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

during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

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

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

may be subject to the excise tax.

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

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

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

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

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

of regulations and other guidance from the Treasury.

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

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

The foregoing could cause a reduction

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

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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.

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 and December 21, 2023, the Company’s

stockholders redeemed 18,000,868 and 140,663 shares, respectively, for a total of $ 184,845,836 and $ 1,565,078 , respectively.

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

As of December 31, 2023, the Company has a charge

to stockholders’ deficit of $ 1,864,106 of excise tax liability calculated as 1 % of the value of shares redeemed.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying consolidated financial statements

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eliminated in consolidation.

Growth Company

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

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

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

being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

Further, Section 102(b)(l) of the JOBS Act

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

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

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.

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This may make comparison

of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

of the Company’s consolidated financial statements with another public company, which is neither an emerging growth company nor

an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of these consolidated financial

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

Accordingly, the actual results could differ significantly from those estimates.

Concentration

of Credit Risk

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

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

Some of the more significant estimates are in connection with determining

the fair value of the warrant liabilities and convertible promissory note.

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 December 31, 2022 and 2021.

and Marketable Securities Held in Trust Account

December 31, 2022 and 2021, the assets held in the Trust Account were held in U.S.

Treasury Bills with a maturity of 185 days or less

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

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 December 31, 2023 and 2022.

Cash and Marketable Securities Held in Trust

At December 31, 2023 and 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.

On June 29, 2022, pursuant to the trust agreement

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

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

The Company classifies its US Treasury bills as

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

During the year ended December 31, 2023, pursuant

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

the trustee of the Trust Account, $ 1,192,438 of interest income from the Trust Account was withdrawn by the Company for the payment of

franchise and income 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.

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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.

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

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is recognized when earned.

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

are as follows:

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

Effective January 1, 2023, the Company changed

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

At December 31, 2023, substantially all of the

assets held in the Trust Account were held in U.S.

Treasury Bills.

$ 191,653,961

$ 191,641,049

The Company accounts for income taxes under ASC

740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected

impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit

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

ASC 740 additionally requires a valuation allowance to be established when

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

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

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

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

31, 2022 and 2021, respectively.

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

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

ASC 740 also clarifies the accounting for uncertainty

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

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

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

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

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

There were no unrecognized

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

The Company is currently not aware of

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

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

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

These potential

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

with federal and state tax laws.

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

materially change over the next twelve months.

Value of Financial Instruments

All of the Company’s investments held in the Trust Account are

classified as trading securities.

Trading securities are presented on the consolidated balance sheets at fair value at the end of each

reporting period.

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

statements of operations.

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

Treasury Bills

On December 21, 2023, the Company held a special

meeting of stockholders to vote on extending the Combination Period.

As a result, the Company has extended the Combination Period from

December 22, 2023 to March 22, 2024.

In connection with the extension, 140,663 shares of the Company’s common stock were redeemed,

with 6,027,219 shares of Common Stock remaining outstanding after the Redemption;

833,469 shares of Common Stock remaining outstanding

after the Redemption are shares issued in connection with our initial public offering.

In January 2024, $ 1,565,078 was paid from the Trust

Account to redeeming stockholders in connection with the extension.

As a result, the Company has recorded a liability of $ 1,565,078 as

common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the balance sheet.

Additionally,

as part of the adjustment of common stock subject to possible redemption, the Company classified $ 1,565,078 of the trust account as a

current asset on the consolidated balance sheets, which was paid from the Trust Account in January 2024 to redeeming stockholders .

Fair Value of Financial Instruments

The fair value of the Company’s assets and

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

nature, except for the warrant liabilities.

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

between market participants at the measurement date.

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

used in measuring fair value.

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

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

The Company’s financial

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

These tiers include:

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

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

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

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

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

Financial Instruments

nature, except for the warrant liabilities and convertible promissory note.

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

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

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

ASC 740 additionally

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

As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against

Our effective tax rate was 28.22 % and 6.5 % for the years ended December 31, 2023 and 2022, respectively.

The effective tax rate differs

from the statutory tax rate of 21 % for the years ended December 31, 2023 and 2022, due to changes in fair value of warrant liabilities,

penalties and interest, business combination expenses and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty

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

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

For those benefits

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

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 $ 19,158 and

$ 0 during the years ended December 31, 2023 and 2022, respectively.

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,

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

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

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

Costs associated with the Initial Public Offering

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

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

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

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 (Loss) Per Common Stock

In determining the fair value of the Private Placement Warrants and

the Representative’s Warrants assumptions related to expected share-price volatility, expected life and risk-free interest rate

are utilized.

The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining

life of the warrants.

Net Income Per Common Stock

The Company has two categories of shares, which

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The 17,404,250 potential shares of common stock for outstanding warrants to purchase the Company’s

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

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

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

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

each category of common stock:

shares were excluded from diluted earnings per share for the years ended December 31, 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.

The table below presents a reconciliation of the numerator and denominator

used to compute basic and diluted net income per share for each category of common stock:

For the Year Ended

December 31, 2023

For the Period from

April 19, 2021

(Inception) through

For the Year Ended

December 31, 2022

3 unchanged sentences

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

of the Company.

The public common stock sold as part of the Units in the IPO was issued with other freestanding instruments (i.e., Public

Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was the allocated proceeds determined

in accordance with ASC 470-20.

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

is contingent upon the occurrence of events mentioned above.

According to ASC 480-10-S99-15, no subsequent adjustment is needed if it

is not probable that the instrument will become redeemable.

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 December 31, 2023 and 2022, the amount of

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Contingently redeemable common stock, December 31, 2022

Partial redemption

( 186,410,914 )

1 unchanged sentence

Contingently redeemable common stock, December 31, 2023

$ 193,525,484

Issued Accounting Standards

Management does not believe that any other recently

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

financial statements.

3 — PUBLIC OFFERING

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

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

This update requires financial assets

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

The measurement of expected credit losses

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

forecasts that affect the collectability of the reported amount.

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

including changing the effective date for smaller reporting companies.

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

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

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

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

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose

specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet

a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state

and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for

Annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s 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

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

whole and not in part;

a price of $0.01 per warrant;

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

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

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

● at a price of $ 0.01 per warrant;

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

● if, and only if, the last sale price of the common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

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

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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 December 31, 2023, the Company had principal outstanding of $ 1,121,815 and is presenting the Note at fair value on its balance

sheet at December 31, 2023 in the amount of $ 944,118 .

On January 10, 2024, the Company’s Board

of Directors approved, and the Company amended, its Convertible Working Capital Promissory Note (the “Note”) with the sponsor

to increase the principal amount of the Note that could be drawn on to $ 1.5 million.

The amended and restated Note also allows for

the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $ 2.22 per

share at the election of the sponsor.

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

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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.

to be due at the earlier of December 31, 2021 or the closing of the IPO.

On November 5, 2021, the Company amended the promissory note

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

the Working Capital Loans.

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

Note – Related Party”.

Administrative

Services Agreement

Commencing on the effective

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

and other administrative and consulting services.

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

Company will cease paying these monthly fees.

For the year ended December 31, 2022, $63,387 had been incurred and billed relating to

the administrative service fee.

As of December 31, 2022, $ 25,000 relating to the administrative service fee was not paid yet and recorded

as due to related party.

For the period from April 19, 2021 (inception) through December 31, 2021, $ 1,613 had been incurred and billed

relating to the administrative service fee.

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

However, if the Company

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

Company’s board if requested by the Sponsor, extend the period of time to combination up to two times, each by an additional three

months (for a total of up to 21 months to complete a Business Combination), subject to the Sponsor depositing additional funds into

the Trust Account.

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

or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account

for each three-month extension, $ 1,897,500 ($ 0.10 per share) on or prior to the date of the applicable deadline, up to

an aggregate $ 3,795,000 or approximately $ 0.20 per share.

Any such payments would be made in the form of a loan.

Any such loans

will be non-interest bearing and payable upon the consummation of the initial Business Combination.

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

to the Company.

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

Furthermore, the letter agreement

with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be

repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination.

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

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

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

funds had been timely deposited.

Note 6 – Commitments and Contingencies

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

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

For the year ended December 31, 2023, $ 30,000 had

been incurred and billed relating to the administrative service fee.

For the year ended December 31, 2022, $ 63,387 had been incurred and

billed relating to the administrative service fee.

As of December 31, 2023 and 2022, $ 50,000 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

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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 subsequently amended and calls for the 3.68 % business combination fee to be paid as (a) 27.5 %

cash and (b) 72.5 % to be rolled into equity at closing.

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

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Representative’s

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 5110(e)(1), these securities

will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition

of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of

which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately

following the effective date of the registration statement of which the IPO forms a part except to any underwriter and selected dealer

participating in the offering and their bona fide officers or partners.

The warrants grant to holders demand and “piggy back”

rights for periods of five and seven years, respectively, from the effective date of the registration statement of which the IPO forms

a part with respect to the registration under the Securities Act of the shares issuable upon exercise of the warrants.

The Company will

bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the

holders themselves.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances

including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or consolidation.

the warrants will not be adjusted for issuances of shares at a price below its exercise price.

The Company will have no obligation to

net cash settle the exercise of the warrants.

The holder of the warrants will not be entitled to exercise the warrants for cash unless

a registration statement covering the securities underlying the warrants is effective or an exemption from registration is available.

On November 7, 2022, NorthView entered into a

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

corporation (“Profusa”).

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

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

subsidiary of NorthView.

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

The Business Combination is subject to customary

closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals

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

There is no assurance that the Business Combination will be completed.

The aggregate consideration to be received by

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

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

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

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

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

Note 7 - Stockholders’ Deficit

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.

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.

On September 14, 2023 and September 29, 2023, the Company paid Profusa related expenses in the amount of $ 25,000 , respectively, for a

total of $ 50,000 .

The Profusa related expenses will not be repaid and are reflected in operating costs in the Company’s consolidated

statement of operations.

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

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

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

of common stock subject to redemption.

December 31, 2023 and 2022, there were 5,193,750 shares of common stock issued and outstanding, excluding 833,469 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.

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

Note 8 - Fair Value Measurements

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

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

December 31, 2022

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.

These tiers include:

Level 1, defined

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

Level 2, defined

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

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

Level 3, defined

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

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

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

2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Cash and marketable securities held in trust

Warrant liabilities – Public Warrants

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Warrant liabilities – Representative’s Warrants

Convertible promissory note

Warrant liabilities – Public Warrants

1 unchanged sentence

Warrant liabilities – Representative’s Warrants

The Public Warrants, the Private Placement Warrants

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

on the consolidated balance sheets.

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

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

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

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

market quote in an active market.

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

respectively.

Company 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 consolidated balance sheets.

The warrant liabilities are measured at fair

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

in the consolidated statements of operations.

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

The subsequent measurement of the Public

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

of December 31, 2023 and 2022, the aggregate value of Public Warrants was $ 85,388 and $ 450,656 , respectively.

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

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

key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 31, 2022 and 2021:

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

31, 2023 and 2022:

Risk-free interest rate

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Change in fair value of warrant liabilities

Fair value at December 31, 2023

Promissory Note

Fair value at December 31, 2022

Principal borrowing

Change in fair value of convertible promissory note

Fair value at December 31, 2023

Representative’s

Fair value at December 31, 2021

Change in fair value of warrant liabilities

( 2,708,844 )

8 unchanged sentences

for the fair value of the Public Warrants when they began to trade separately from the Units during the three months ended March 31,

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 – Income Taxes

3 unchanged sentences

Unrealized gain/loss - Trust

Federal Net Operating loss

Net deferred tax asset

Valuation allowance

Deferred tax (liability), net of

Deferred tax (liability), net of allowance

income tax provision consists of the following:

For the Year Ended December 31,

For the period from

April 19, 2021

(inception) through December 31,

Change in valuation allowance

Income tax provision

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

federal net operating loss carryovers available to offset

future taxable income.

In assessing the realization of the deferred tax assets,

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

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

differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax

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

After consideration of all of the

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

assets and has therefore established a full valuation allowance.

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

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

of December 31, 2023 and 2022, the Company had $ 0 in U.S.

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

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

years ended December 31, 2023 and 2022, the change in the valuation allowance was $ 203,712 and $ 224,381 .

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

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in fair value of warrant liabilities

Warrant issuance costs

Business combination expenses

Penalties and interest

Change in valuation allowance

4 unchanged sentences

10 – Subsequent Events

The Company evaluated subsequent events and transactions

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

Based on the Company’s

review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial

January 2, 2024, the Company and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No.

1 to Investment

Management Trust Agreement, dated December 20, 2021, by and between the Company and CST, to allow CST, upon written instruction of the

Company, to (i) hold the funds in the Company’s trust account uninvested or (ii) hold the funds in an interest-bearing bank demand

deposit account.

On January 10, 2024, the Company’s Board

of Directors approved, and the Company amended, its Convertible Working Capital Promissory Note (the “Note”) with the sponsor

to increase the principal amount of the Note that could be drawn on to $ 1.5 million.

The amended and restated Note also allows for

the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $ 2.22 per

share at the election of the sponsor.

On January 11, 2024, we received a written notice

(the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance with Nasdaq Listing

Rule 5620(a) (the “Annual Stockholders Meeting Rule”) due to our failure to hold an annual meeting of stockholders within

twelve months of the end of our fiscal year end.

The Notice is only a notification of deficiency, not of imminent delisting, and has no

current effect on the listing or trading of our securities on the Nasdaq Stock Market.

The Notice stated that we had 45 calendar days,

or until February 26, 2024, to submit a plan to regain compliance with the Annual Stockholders Meeting Rule.

We expect to submit to Nasdaq

a plan to regain compliance with the Annual Stockholders Meeting Rule within the required timeframe, but there can be no assurance that

we will be able to do so.

On January 12, 2024, the parties

to the Merger Agreement entered into an Amendment No.

2 to the Merger Agreement (“Amendment No.

2 to the Merger Agreement”)

pursuant to which the parties agreed to revise the definition of “Milestone Event III” and such that the Earnout Revenue milestone

of $ 11,864,000 for the fiscal year ended December 31, 2024, was replaced with a milestone of consummating the Tasly JV (as defined in

the amended Merger Agreement) and receipt of the related funding (as described elsewhere in this proxy statement/prospectus) during the

fiscal year ended December 31, 2024.

All other aspects of the Merger Agreement were unmodified.

On February 16, 2024, the Company’s Board

of Directors approve and authorized the Company to execute a binding term sheet between the Company and Profusa, Inc.

(the “Target”)

for PIPE funding with Vellar Opportunities Fund Master, Ltd.

Vellar has agreed to subscribe for 2,500,000 shares

of common and/or preferred stock of the Target upon the closing of the Business Combination at a price of $ 2.00 per share, for a total

amount of $ 5,000,000 to be funded by Vellar immediately prior to the Business Combination.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORP.

Executive Officer

March 3, 2023

NORTHVIEW ACQUISITION CORP.

/s/ Jack Stover

Chief Executive Officer

February 23, 2024

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant

in the capacities and on the dates indicated.

Chief Executive Officer

March 3, 2023

(Principal Executive Officer)

Fred Knechtel

Chief Financial Officer,

Executive Vice President, Director

March 3, 2023

Executive Officer and Director

Executive Officer)

Fred Knechtel

(Principal Financial and

Accounting Officer)

Peter O’Rourke

March 3, 2023

Financial Officer, Executive Vice

Financial and Accounting Officer)

Peter O’Rourke

March 3, 2023

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

What changed 10-K

Item 9A. Controls and Procedures