What changed in this filing

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Item 1. Financial Statements

2024-10-09 compared with 2023-11-20 · 498 added, 654 removed, 653 unchanged (64% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets:

Prepaid expenses and other current assets

Cash and marketable securities held in Trust Account

Total Current Assets

Cash and marketable securities held in Trust Account

$ 194,736,486

Liabilities, Redeemable Common Stock and Stockholders’ Deficit

Current Liabilities:

Accrued expenses

Accounts payable and accrued expenses

Excise tax payable

Common stock to be redeemed (1)

Income tax payable

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Total Liabilities

Commitments and Contingencies

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

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 738,075 and 833,469 shares at redemption value of approximately $ 11.34 and $ 11.10 at March 31, 2024 and December 31, 2023, respectively

Stockholders’ Deficit:

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100,000,000 shares authorized;

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

5,193,750 shares issued and outstanding at March 31, 2024 and December 31, 2023 (excluding 738,075 and 833,469 shares subject to possible redemption at March 31, 2024 and December 31, 2023, respectively)

Accumulated deficit

( 4,496,722 )

( 3,459,829 )

Total Stockholders’ Deficit

( 4,496,203 )

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

( 3,459,310 )

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

(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

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For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Formation and operating costs

Loss from operations

( 1,048,525 )

Other income (expense):

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

Unrealized loss on marketable securities held in Trust Account

Change in fair value of convertible loan

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OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Stockholders’

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Accretion of common stock to redemption value

( 1,279,617 )

Excise tax on stock redemptions

( 1,848,455 )

Excise tax payable attributable to redemption of common stock

Balance as of March 31, 2024 (unaudited)

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$ ( 4,496,203 )

Accretion of common stock to redemption value

Balance as of June 30, 2023 (unaudited)

( 2,874,453 )

( 2,873,934 )

Accretion of common stock to redemption value

Balance as of September 30, 2023 (unaudited)

$ ( 3,483,845 )

$ ( 3,483,326 )

FOR THE THREE

AND NINE MONTHS ENDED SEPTEMBER 30, 2022

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Stockholders’

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$ ( 619,476 )

Balance as of March 31, 2022 (unaudited)

( 2,200,732 )

( 2,200,213 )

Accretion of common stock to redemption value

Balance as of June 30, 2022 (unaudited)

( 1,279,617 )

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

( 1,848,455 )

Balance as of September 30, 2022 (unaudited)

Balance as of March 31, 2023 (unaudited)

$ ( 3,307,172 )

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OF CASH FLOWS

For the Nine Months Ended

September 30,

For the Three Months Ended

Cash flows from operating activities:

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

Interest income on cash and marketable securities held in Trust Account

Net (loss) income

$ ( 820,277 )

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

Interest income on cash and marketable securities held in Trust Account

( 1,845,005 )

Change in fair value of convertible note

Unrealized loss on marketable securities held in Trust Account

Change in fair value of warrant liabilities

( 6,246,897 )

Changes in fair value of convertible note

Deferred tax benefit

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accrued offering costs and expenses

Accounts payable and accrued expenses

Income tax payable

Due to related party

Deferred tax liability

Net cash used in operating activities

( 1,719,650 )

Cash flows from investing activities:

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Cash withdrawn from Trust Account in connection with redemption

Reimbursement by related party

Reimbursement of franchise and income taxes from Trust Account

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( 2,653,439 )

( 184,845,836 )

Net cash used in financing activities

( 2,275,254 )

( 184,845,836 )

Net change in cash

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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.

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 identified a target company for a business combination and is consummating the acquisition of Profusa.

The Company has a wholly-owned subsidiary, NV

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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.

On 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 February 16, 2024, the Company’s Board

of Directors approved 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 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.

On March 21, 2024, the Company held its 2024 Annual

Meeting of Stockholders (the “Meeting”).

At the meeting, a proposal to approve the amendment of 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, 2024, monthly for up to six additional months at the election of the Company and only upon contribution

of $ 0.05 per month per outstanding public share, ultimately until September 22, 2024.

In connection with the meeting, the holders of 95,394 Public

Shares properly exercised their right to redeem, with 5,931,825 shares of Common Stock remaining outstanding after the Redemption;

shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with the initial public offering.

Consequently,

the contribution is $ 36,904 per month needed for the Company to continue to extend the Combination Period monthly.

On May 8, 2024

and May 31, 2024, the Company made two deposits of $ 36,904 each for April and May extension contributions.

On September 10, 2024, the

Company made a deposit of $ 112,114 , of which $ 110,714 was for June, July and August extension contributions and $ 1,400 for lost interest

due to late trust payments.

On September 19, 2024, the Company held an extraordinary

general meeting of stockholders (the “Meeting”).

At the Meeting, the Company’s stockholders approved an amendment to

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

Business Combination to March 22, 2025.

In connection with the approval of the extension amendment, holders of 50,556 of the

Company’s common stock exercised their right to redeem, with 5,881,269 shares of common stock remaining outstanding after the redemption;

687,519 shares of common stock remaining outstanding after the redemption are shares issued in connection with our initial public offering.

Consequently, the contribution is $ 34,376 per month needed for the Company to continue to extend the Combination Period monthly.

On October 1, 2024, the Company made a deposit of $ 34,376 for September extension contribution.

All of the Public Shares, or shares of our common

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If it is probable that the equity instrument

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

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

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

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

We have elected to recognize the changes immediately.

While redemptions

cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and will be classified

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

will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date

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

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

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

The Company has elected to recognize the changes immediately.

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and

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

The Sponsor, officers and directors have agreed

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

Nasdaq Delisting Notification

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 Company subsequently held its annual stockholders meeting on March 21, 2024.

On March 25, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq indicating that it had demonstrated

compliance with the Annual Stockholders Meeting Rule.

On March 7, 2024, the

Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC

(“Nasdaq”) stating that the Company is not in compliance with the requirement to maintain a minimum Market Value of Publicly

Held Shares (MVPHS) of $ 15 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”), because

the MVPHS of the Company was below $ 15 million for the 30 consecutive business days prior to the date of the Notice.

The Notice does not

impact the listing of the Common Stock on The Nasdaq Global Market at this time.

The Notice provided that, in accordance with Nasdaq

Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days from the date of the Notice, or until September 3, 2024, to

regain compliance with the MVPHS Requirement.

During this period, the Common Stock will continue to trade on The Nasdaq Global Market.

If at any time before September 3, 2024 the MVPHS closes at $ 15 million or more for a minimum of ten consecutive business days, Nasdaq

will provide written notification that the Company has achieved compliance with the MVPHS Requirement and the matter will be closed.

The Notice provides that the Company may be eligible to transfer the

listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that

Prior to September 3, 2024, the Company submitted an application to transfer the listing of its securities to the Nasdaq Capital

Nasdaq has not made a determination with regard to such transfer application as of the date of this report.

On June 3, 2024, the Company received a delinquency

notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”)

due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s

failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2024.

On September 12, 2024,

the Company received a letter (the “Nasdaq Letter”) from the Staff indicating the Company’s non-compliance with the

Listing Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30,

This Nasdaq Letter has

no immediate effect on the listing of the Company’s securities on Nasdaq.

However, if the Company fails to timely regain compliance

with the Rule, the Company’s securities will be subject to delisting from Nasdaq.

The Nasdaq Letter also notified the Company that the Staff has granted

the Company an exception to enable it to regain compliance with the Listing Rule.

Pursuant to the terms of the exception, the Company

must file the following on or prior to October 14, 2024:

● The Company’s Quarterly Report on Form 10-Q for the

period ended March 31, 2024;

● The Company’s Quarterly Report on Form 10-Q for the

period ended June 30, 2024.

If the Company does

not satisfy the terms of the exception, the Staff will provide written notification that the Company’s securities will be delisted.

At such time, the Company could appeal the Staff’s determination to a Hearings Panel.

Liquidity and Going Concern

As of September 30, 2023, the Company had

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

Prior to the completion of the Company’s IPO, the Company’s

liquidity needs had been satisfied through a capital contribution from the Sponsor of $ 25,000 for the founder shares to cover certain

of the offering costs and the loan under an unsecured promissory note from the Sponsor of $ 204,841 , which was fully paid upon the IPO.

Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied

through the proceeds from the consummation of the Private Placement not held in the Trust Account, and the drawdowns on the convertible

promissory note.

As of March 31, 2024, the Company had $ 5,314 in cash and a working

capital deficit of $ 3,898,430 .

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

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

The Company had principal outstanding of

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

The Company has until as late as December 22,

2023 to consummate a Business Combination.

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

as December 22, 2023.

If a Business Combination is not consummated by the required date, there will be an option to either extend the

time available for us to consummate our initial business combination or execute a mandatory liquidation and subsequent dissolution.

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

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

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

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

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

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

The Company held a meeting on March 10, 2023

to vote on the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the

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

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

nine additional months at the election of the Company, ultimately until as late as December 22, 2023 (the “Extension”,

and such extension date the “Extended Date”).

During the three and nine months ended September 30, 2023, the Company paid

$ 146,120 and $ 340,947 , respectively, in extension payments.

On March 22, 2023, 18,000,868 shares of the Company’s common stock

were redeemed with a total redemption payment of $ 184,845,836 .

On January 10, 2024, the Company’s Board

of Directors approved, and the Company amended the Note 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 had principal outstanding of $ 1,500,000 and is presenting

the Note at fair value on its balance sheet at March 31, 2024 in the amount of $ 1,262,226 .

The Company has until March 22, 2025 to consummate

a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by March 22, 2025.

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

to consummate our initial business combination or execute a mandatory liquidation and subsequent dissolution.

In connection with the Company’s

assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”)

Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue

as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable

to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the

next twelve months from the issuance of these condensed consolidated financial statements.

No adjustments have been made to the carrying

amounts of assets and liabilities should the Company be required to liquidate after March 22, 2025.

Risks and Uncertainties

Management is continuing to evaluate the impact

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

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

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

The unaudited condensed consolidated

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

On August 16, 2022, the Inflation Reduction Act

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

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR

Act”) was signed into federal law.

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

federal 1 % excise

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

domestic corporations, by certain

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

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

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

shareholders from which shares are repurchased.

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

at the time of the repurchase.

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

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

addition, certain exceptions apply to the excise tax.

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

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

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 stockholders 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.

Any redemption or other repurchase that occurs

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

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

of the excise tax have not been determined.

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

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

On March 22, 2023, the Company’s stockholders

redeemed 18,000,868 shares for a total of $ 184,845,836 .

The Company determined that an excise tax liability should be recorded due to

the redeemed shares.

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

calculated as 1 % of the value of shares redeemed.

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.

26, 2024, the Company’s stockholders redeemed 95,394 shares for a total of $ 1,088,361 .

The Company determined that an excise tax

liability should be recorded due to the redeemed shares.

As of March 31, 2024, the Company has a charge to stockholders’ deficit

of $ 1,874,990 of excise tax liability, including $ 10,884 charged during the three months ended March 31, 2024, calculated as 1 % of the

value of shares redeemed.

Note 2 – Significant Accounting Policies

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and results for the periods presented.

The interim results for the three and nine months ended September 30, 2023 are not necessarily

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

The interim results for the three months ended March 31, 2024 are not necessarily indicative of

the results to be expected for the year ending December 31, 2024 or for any future periods.

The accompanying unaudited condensed consolidated

financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in

the Form 10-K annual report filed by the Company with the SEC on March 6, 2023.

the Form 10-K annual report filed by the Company with the SEC on February 26, 2024.

Principles of Consolidation

The accompanying condensed consolidated financial

statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions

have been eliminated in consolidation.

The accompanying consolidated financial statements

include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions have been

eliminated in consolidation.

Emerging Growth Company Status

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This may make

comparison of the Company’s unaudited condensed consolidated financial statements with another public company, which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

comparison of the Company’s condensed consolidated financial statements with another public company, which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Use of Estimates

The preparation of these unaudited condensed

consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated

financial statements.

The preparation of these condensed consolidated

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements.

Making estimates requires management to exercise

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

that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its

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

that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate,

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

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

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The Company did not have any cash equivalents

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

as of March 31, 2024 and December 31, 2023.

Cash and Marketable Securities Held in Trust

At September 30, 2023 and December 31, 2022,

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

Treasury Bills with a maturity of 185 days or less and in

money market funds which invest in U.S.

At March 31, 2024, the assets held in the Trust

Account were in cash.

At December 31, 2023, the assets held in the Trust Account were held in U.S.

Treasury Bills with a maturity

of 185 days or less and in money market funds which invest in U.S.

Treasury securities.

During the nine months ended September 30, 2023,

During the three months ended March 31, 2024,

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, $ 28,484 of interest income from the Trust Account was withdrawn by the Company

for the payment of its taxes.

At December 31, 2022 the Company classified its

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

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

Held-to-maturity treasury securities

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

for the payment of franchise and income taxes.

During the three months ended March 31, 2023,

pursuant to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company

(“CST”), the trustee of the Trust Account, $ 877,438 of interest income from the Trust Account was withdrawn by the Company

for the payment of franchise and income taxes.

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

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Such amortization

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

Interest income is recognized when earned.

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

$ 194,224,782

$ 194,268,408

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

Interest income

is recognized when earned.

Effective January 1, 2023, the Company changed

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

As of September 30, 2023, substantially all of

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

The Company’s investments

held in the Trust Account are now classified as trading securities.

Trading securities are presented on the balance sheet at fair value

at the end of each reporting period.

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

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

The estimated fair values of investments

held in Trust Account are determined using available market information.

At March 31, 2024 substantially all of the assets

held in the Trust Account were held in an interest-bearing demand deposit account at a bank and at December 31, 2023, substantially all

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

Treasury Bills.

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 extended the Combination Period from December

22, 2023 to March 22, 2024, which was later extended to September 22, 2024.

In connection with the extension, 140,663 shares of the Company’s

common stock were redeemed.

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 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.

As of March 31, 2024, all of the Trust assets

were classified as noncurrent.

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due

to their short-term nature, except for the warrant liabilities, convertible promissory note and investments in the Trust Account.

and liabilities approximates the carrying amounts represented in the accompanying consolidated condensed balance sheets, primarily due

to their short-term 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 unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for

the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance

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

As of September 30,

2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax

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

ended September 30, 2023 and 2022, respectively.

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

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

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 be realized.

As of March 31, 2024 and December 31,

2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was ( 2.69 )% and

46.49 % for the three months ended March 31, 2024 and 2023, respectively.

The effective tax rate differs from the statutory tax rate of

21 % for the three months ended March 31, 2024 and 2023, due to changes in fair value of warrant liabilities and convertible loan, penalties

and interest, business combination expenses and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty

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related to unrecognized tax benefits as a formation cost expense.

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

result in significant payments, accruals or material deviation from its position.

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

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

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

Interest and penalties expense amounted to $ 0

during the three months ended March 31, 2024 and 2023.

The Company has identified the United States

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

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

of operations.

Derivative assets and liabilities are classified in the condensed consolidated balance sheets as current or non-current based

on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet

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

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

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

Convertible Promissory Note

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

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

Offering Costs associated with the Initial

Public Offering

The Company complies with the requirements of

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

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

Offering costs consist principally

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

Offering costs directly attributable

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

Offering costs for equity contracts

that are classified as assets and liabilities are expensed immediately.

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

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

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

The Company recorded $ 7,701,178 of

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

The Company immediately

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

Warrants that were classified as liabilities.

Net (Loss) Income Per Common Stock

The Company has two categories of shares,

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

Earnings and losses are shared pro rata

between the two categories of shares.

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

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

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

As a result, diluted net (loss)

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

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

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

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

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 (Loss) Per Common Stock

The Company has two categories of shares, which

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

Earnings and losses are shared pro rata between the

two categories of shares.

The 17,404,250 potential shares of common stock for outstanding warrants to purchase the Company’s

shares were excluded from diluted earnings per share for the three months ended March 31, 2024 and 2023 because the warrants are contingently

exercisable, and the contingencies have not yet been met.

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

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

The table below presents a reconciliation of the

numerator and denominator used to compute basic and diluted net income (loss) per share for each category of common stock:

For the Three Months Ended

March 31, 2024

For the Three Months Ended

March 31, 2023

Basic and diluted net (loss) income per share:

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$ ( 112,816 )

$ ( 707,461 )

Weighted-average shares outstanding

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

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

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

Gross proceeds

$ 189,750,000

Proceeds allocated to Public Warrants

( 4,204,248 )

Common stock issuance costs

As of March 31, 2024 and December 31, 2023, the

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

Contingently redeemable common stock, December 31, 2022

Partial redemption

( 186,410,914 )

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Accretion of redeemable common stock

Contingently redeemable common stock, September 30, 2023

Contingently redeemable common stock, March 31, 2024

Recently Issued Accounting Standards

In June 2016, the FASB issued Accounting Standards

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

Measurement of Credit Losses on

Financial Instruments (“ASU 2016-13”).

This update requires financial assets measured at amortized cost basis to be presented

at the net amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events,

including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported

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

The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal

years, with early adoption permitted.

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

The adoption of ASU 2016-13 did not have a

material impact on its financial statements.

Management does not believe that any other recently

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

condensed consolidated financial statements.

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.

Management 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 condensed

consolidated financial statements.

Note 3 – Initial Public Offering

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

As of September 30, 2023, the Company had

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

Promissory Note – Related Party

On April 19, 2021, the Company issued an unsecured

promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 150,000 to be used for

a portion of the expenses of the IPO.

This loan is non-interest bearing, unsecured and was to be due at the earlier of September 30,

2021 or the closing of the IPO.

On November 5, 2021, the Company amended the promissory note to increase the principal amount up to $ 200,000

with a due date at the earlier of April 30, 2022 or the closing of the IPO.

Through the IPO, the Company borrowed $ 200,000

under the promissory note and an additional $ 4,841 was advanced from the Sponsor.

These amounts were repaid in full upon the closing

of the IPO out of the offering proceeds that had been allocated to the payment of offering expenses (other than underwriting commissions).

The Company paid $ 25,000 in excess which was owed back to the Company upon the closing of the IPO and was returned by the Sponsor on

June 15, 2022.

On January 10, 2024, the Company’s

Board of Directors approved, and the Company amended the Note 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.

As of March 31, 2024, the Company had principal outstanding

of $ 1,500,000 and is presenting the Note at fair value on its balance sheet at March 31, 2024 in the amount of $ 1,262,226 .

Related Party Loans

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and exercise period.

At September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans, other

than the Note described in “Note 5 – Related Party Transactions – Convertible Promissory Note – Related Party”.

At March 31, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans, other than

the Note described in “Note 5 – Related Party Transactions – Convertible Promissory Note – Related Party”.

Administrative Service Fee

Commencing on the effective date of the IPO, the

Company began paying its Sponsor a total of $ 5,000 per month for office space, utilities, secretarial support and other administrative

Commencing on the effective date of the IPO,

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

and consulting services.

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

For the three and nine months ended

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

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

As of September 30, 2023 and December 31, 2022, $ 55,000 and $ 25,000 , respectively, relating to the administrative service fee was

not paid and recorded as due to related party.

For the three months ended March

31, 2024 and 2023, $ 0 and $ 15,000 had been incurred and billed relating to the administrative service fee, respectively.

31, 2024 and December 31, 2023, $ 50,000 relating to the administrative service fee was not paid and recorded as due to related party.

from Related Party

The Sponsor, directors and officers, or any of their respective affiliates,

will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying

potential target businesses and performing due diligence on suitable Business Combinations.

For the three months ended March 31, 2024,

the Sponsor had advanced the Company $ 78,815 for working capital purposes, of which $ 0 was repaid during the three months ended

March 31, 2024.

As of March 31, 2024 and December 31, 2023, the outstanding balance under the advances amounted to $ 78,815 and $ 0 ,

respectively.

The balance is recorded in due to related party in the accompanying condensed consolidated balance sheets as of March 31,

Note 6 – Commitments and Contingencies

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(see Note 1).

The fair value of the Representative’s Shares of $ 3,570,576 was determined utilizing a Monte Carlo simulation

with the following inputs at December 22, 2021:

Risk-free interest rate

Expected term (years)

Expected volatility

Fair value of Representative’s Shares

Representative’s Warrants

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

Pursuant to FINRA Rule 5110I(1), these securities

will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition

of the securities by any person for a period of 180 days immediately following the effective date of the registration statement

of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately

following the effective date of the registration statement of which the IPO forms a part except to any underwriter and selected dealer

participating in the offering and their bona fide officers or partners.

The warrants grant to holders demand and “piggy back”

rights for periods of five and seven years, respectively, from the effective date of the registration statement of which the IPO forms

a part with respect to the registration under the Securities Act of the shares issuable upon exercise of the warrants.

The Company will

bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the

holders themselves.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances

including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or consolidation.

the warrants will not be adjusted for issuances of shares at a price below its exercise price.

The Company will have no obligation to

net cash settle the exercise of the warrants.

The holder of the warrants will not be entitled to exercise the warrants for cash unless

a registration statement covering the securities underlying the warrants is effective or an exemption from registration is available.

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 price.

The Company will have no obligation to net cash settle the

exercise of the warrants.

The holder of the warrants will not be entitled to exercise the warrants for cash unless a registration statement

covering the securities underlying the warrants is effective or an exemption from registration is available.

Merger Agreement

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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.

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.

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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

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.

1 unchanged sentence

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 did not incur such expenses as of the date of filing.

On January 12, 2024, the parties to the Merger Agreement entered into

an 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 during the fiscal year ended

December 31, 2024.

All other aspects of the Merger Agreement were unmodified.

On March 4, 2024, the parties

to the Merger Agreement entered into Amendment No.

3 to the Merger Agreement pursuant to which the parties agreed to revise the definition

of Company Reference Value (as defined in the Merger Agreement) to adjust for financing proceeds and debt conversions that could be received

by Profusa prior to the Business Combination.

All other aspects of the Merger Agreement were unmodified.

Note 7 – Stockholders’ Deficit

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

As of September 30, 2023

and December 31, 2022, there was no preferred stock issued or outstanding.

As of March 31, 2024 and

December 31, 2023, there was no preferred stock issued or outstanding.

Common Stock — The Company

is authorized to issue a total of 100,000,000 shares of common stock at par value of $ 0.0001 each.

In April 2021, the

Company issued 5,175,000 shares of common stock to its Sponsor for $ 25,000 , or approximately $ 0.005 per share.

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

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

aggregate of 4,743,750 Founder Shares issued and outstanding.

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

(Representative’s Shares) of common stock (which included 37,500 Representative Shares issued pursuant to the full exercise

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

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

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

In April 2021, the Company

issued 5,175,000 shares of common stock to its Sponsor for $ 25,000 , or approximately $ 0.005 per share.

In October 2021,

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

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

Founder Shares issued and outstanding.

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

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

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

As of March 31, 2024 and December

31, 2023, there were 5,193,750 shares of common stock issued and outstanding, excluding 738,075 and 833,469 shares of common

stock subject to redemption, respectively.

Common stockholders of record are entitled to

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

The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of

funds legally available therefor.

The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds

legally available therefor.

Note 8 – Fair Value Measurements

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The following tables present information about

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

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

September 30,

the Company’s assets and liabilities that are measured at fair value on March 31, 2024 and December 31, 2023, 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

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Convertible promissory note

Cash and marketable securities held in trust

Warrant liabilities – Public Warrants

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Warrant liabilities – Representative’s Warrants

The Company did not have any assets in the Trust

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

Convertible promissory note

The Public Warrants, the Private Placement Warrants

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

on the condensed consolidated balance sheets.

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

with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed consolidated statements

of operations.

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 condensed consolidated statements of operations.

The Company utilized a Monte Carlo simulation

model for the initial valuation of the Public Warrants.

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

31, 2022 was classified as Level 1 due to the use of an observable market quote in an active market.

As of September 30, 2023 and December

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

The subsequent measurement of the Public Warrants at March 31, 2024 was classified

as Level 2 due to the lack of an active market.

At December 31, 2023, the Public Warrants was classified as Level 1 due to the use of

an observable market quote in an active market.

As of March 31, 2024 and December 31, 2023, the aggregate value of Public Warrants was

$ 360,525 and $ 85,388 , respectively.

The Company uses a Monte Carlo simulation model

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The Company allocated the proceeds received from (i)

the sale of Units (which is inclusive of one shares of Common Stock and one-half of one Public Warrant) and (ii) the sale of Private

Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds

allocated to Common Stock subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement

The Private Placement Warrants and the Representative’s Warrants were classified within Level 3 of the fair value hierarchy

at the measurement dates due to the use of unobservable inputs.

Inherent in pricing models are assumptions related to expected share-price

volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its common stock based on historical volatility

that matches the expected remaining life of the warrants.

the sale of Units (which is inclusive of one shares of Common Stock and one-half of one Public Warrant) and (ii) the sale of Private Placement

Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated

to Common Stock subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date.

The Private Placement Warrants and the Representative’s Warrants were classified within Level 3 of the fair value hierarchy at the

measurement dates due to the use of unobservable inputs.

Inherent in pricing models are assumptions related to expected share-price volatility,

expected life and risk-free interest rate.

The Company estimates the volatility of its common stock based on historical volatility that

matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield

curve on the grant date for a maturity similar to the expected remaining life of the warrants.

Treasury zero-coupon yield curve

on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed

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The key inputs into the Monte Carlo simulation

model for the warrant liabilities and convertible promissory note were as follows at September 30, 2023 and December 31, 2022:

September 30,

model for the warrant liabilities were as follows at March 31, 2024 and December 31, 2023:

Risk-free interest rate

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Fair value of Common stock

The key inputs into the Monte Carlo simulation

model for the convertible promissory note were as follows at March 31, 2024 and December 31, 2023:

March 31, 2024

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of Common stock

The following table provides a summary of the

changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for

the three and nine months ended September 30, 2023 and 2022:

the three months ended March 31, 2024 and 2023:

Representative’s

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Fair value at March 31, 2024

Change in fair value of warrant liabilities

Fair value at June 30, 2023

Representative’s

Fair value at December 31, 2022

Change in fair value of warrant liabilities

Fair value at September 30, 2023

Convertible Promissory Note

Fair value at March 31, 2023

Promissory Note

Fair value at December 31, 2023

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Change in fair value of convertible promissory note

Fair value at September 30, 2023

Representative’s

Fair value at December 31, 2021

Change in fair value of warrant liabilities

( 1,660,759 )

( 2,088,501 )

( 3,877,929 )

Transfer out of Level 3 to Level 1

( 1,801,676 )

Fair value at March 31, 2024

Change in fair value of warrant liabilities

Fair value at June 30, 2022

Change in fair value of warrant liabilities

Fair value at September 30, 2022

Transfers to/from Levels 1, 2 and 3 are recognized

8 unchanged sentences

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

The convertible promissory note was classified within Level 3 of the

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

Inherent in pricing models are assumptions related

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

The Company estimates the volatility of its common stock

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

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the note.

The expected life

of the note is assumed to be equivalent to their remaining contractual term.

As of March 31, 2024 and December 31, 2023, the aggregate

value of convertible promissory note was $ 1,262,226 and $ 944,118 , respectively.

Note 9 – Subsequent Events

2 unchanged sentences

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

in the unaudited condensed consolidated financial statements.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

References to the “Company,” “NorthView

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

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

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

Certain information

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

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

projections about future events.

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

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

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

In some cases, you

can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”

or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but

are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

We are a blank check company incorporated on

April 19, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

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

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

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

We expect to incur significant costs in the pursuit

of our initial Business Combination.

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

will be successful.

Recent Developments

On November 7, 2022, NorthView entered into a

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

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

corporation (“Profusa”).

The Merger Agreement provides that, among other

things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger Sub will merge with

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

In connection with the

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

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

The Business Combination is subject to customary

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

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

There is no assurance that the Business Combination

will be completed.

The aggregate consideration to be received by

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

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

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

Pursuant to the Merger Agreement, subject to

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

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

One-quarter of the Earnout Shares will be issued

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

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

period (“Milestone Event I”).

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

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

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

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

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

of the Earnout Shares will be issued if the combined company achieves at least $73,100,000 in revenue in fiscal year 2024, (or up to

one-half of the Earnout Shares if both milestones are achieved).

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

Amendment No.

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

milestones to reflect updated projections provided by Profusa.

Specifically, Amendment No.

1 revised the definition of “Milestone

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

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

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

December 31, 2025.

Amendment No.

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

Additionally, if Milestone Event I or Milestone

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

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

in the Merger Agreement).

Results of Operations

As of September 30, 2023, we had not commenced

any operations.

All activity for the period from April 19, 2021 (inception) through September 30, 2023 relates to our formation and the

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

We have neither engaged

in any operations nor generated any operating revenues to date.

We will not generate any operating revenues until after the completion

of our initial Business Combination, at the earliest.

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

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

We expect to incur expenses as a result of being a public company

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

For the three months ended September 30, 2023,

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

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

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

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

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

warrant liabilities in the period in which the change occurred.

For the three months ended September 30, 2022,

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

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

We are required

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

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

For the nine months ended September 30, 2023,

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

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

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

We are required to revalue our liability-classified warrants at

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

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

For the nine months ended September 30, 2022,

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

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

We are required

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

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

Liquidity and Going Concern

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

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

For the nine months ended September 30, 2023,

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

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

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

liabilities of $190,079.

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

For the nine months ended September 30, 2023,

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

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

For the nine months ended September 30, 2023,

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

For the nine months ended September 30, 2022,

cash used in operating activities was $401,841.

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

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

For the nine months ended September 30, 2022,

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

from a related party.

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

in financing activities.

Prior to the completion of the initial public

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

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

upon the initial public offering.

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

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

drawdowns on the convertible promissory note.

In order to finance transaction costs in connection

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

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

On April 27, 2023, the Company signed a Convertible

Working Capital Promissory Note (“the Note”) with the Sponsor for $1,200,000.

The Note is non-interest bearing and is due

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

The Sponsor may elect to convert all or any portion

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

The Company had principal outstanding of

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

The Company has until as late as December 22,

2023 to consummate a Business Combination.

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

If a Business Combination is not consummated by the required date, there will be an option to either extend the time available

for us to consummate our initial business combination or execute a mandatory liquidation and subsequent dissolution.

In connection with

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

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

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

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

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

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

Off-Balance Sheet Financing Arrangements

We did not have any off-balance sheet arrangements

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

Contractual Obligations

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

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

We entered into an administrative services agreement

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

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

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

the administrative service fee.

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

as due to related party.

NorthView previously engaged I-Bankers as an

advisor to assist in holding meetings to discuss the potential business combination and the target business’ attributes, introduce

NorthView to potential investors that are interested providing funding in connection with a Business Combination, assist NorthView in

obtaining stockholder approval for such business combination and assist NorthView with its press releases and public filings in connection

with such business combination (the “Business Combination Marketing Agreement”).

In connection with such engagement, NorthView

agreed to pay IBS a cash fee (the “Business Combination Fee”) for such services upon the consummation of a business combination

in an amount equal to 3.68% of the gross proceeds of its initial public offering (exclusive of any applicable finders’ fees which

might become payable).

NorthView had also previously entered into an engagement letter (the “Engagement Letter”) contemplating

the Business Combination Fee.

In connection with the Business Combination, NorthView and I-Bankers amended the Business Combination Marketing

Agreement and the Engagement Letter to revise a portion of the Business Combination Fee to be partially payable in NorthView securities

and partially payable in cash upon the closing of the Merger with Profusa, with such securities to be subject to lock-up provisions.

Critical Accounting Policies

Management’s discussion and analysis of

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

We describe our significant accounting

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

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

Certain of our accounting policies

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

On an ongoing

basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our condensed consolidated financial

statements are presented fairly and in accordance with U.S.

Judgments are based on historical experience, terms of existing contracts,

industry trends and information available from outside sources, as appropriate.

However, by their nature, judgments are subject to an

inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

Warrant Liabilities

We account for the warrants issued in connection

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

Such guidance provides that because the warrants do not meet the

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

Accordingly, we classified each warrant as a

liability at its fair value.

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

With each such re-measurement,

the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in our unaudited condensed consolidated

statements of operations.

Net (Loss) Income Per Common Stock

We have two categories of shares, which are referred

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

Earnings and losses are shared pro rata between the two categories

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

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

and the contingencies have not yet been met.

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

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

Common Stock Subject to Possible Redemption

Our common stock sold as part of the Units in

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

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

In accordance

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

not solely within our control.

The public common stock 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.

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards

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

Measurement of Credit Losses on

Financial Instruments (“ASU 2016-13”).

This update requires financial assets measured at amortized cost basis to be presented

at the net amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events,

including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported

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

The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal

years, with early adoption permitted.

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

The adoption of ASU 2016-13 did not have a

material impact on its financial statements.

Our management does not believe that any other

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

condensed consolidated financial statements.

The JOBS Act contains provisions that,

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

We qualify as an “emerging growth company”

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

private (not publicly traded) companies.

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

we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for

non-emerging growth companies.

As a result, our condensed consolidated financial statements may not be comparable to companies that

comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating

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

Subject to certain conditions set

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

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

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

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

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

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

and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance

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

These exemptions will apply for a period of five years

following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever

Quantitative and Qualitative

Disclosures About Market Risk

We are a smaller reporting company as defined

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

in the unaudited condensed consolidated financial statements, except as set forth below:

On May 31, 2024, the Company’s Board of

Directors approved, and the Company second amended its Convertible Working Capital Promissory Note with the sponsor to increase the principal

amount of the Note that could be drawn on to $ 2.5 million.

The second 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 June 3, 2024, the Company

received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market

LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”)

as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2024.

On September 12, 2024,

the Company received a letter (the “Nasdaq Letter”) from the Staff indicating the Company’s non-compliance with the

Listing Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30,

This Nasdaq Letter has

no immediate effect on the listing of the Company’s securities on Nasdaq.

However, if the Company fails to timely regain compliance

with the Rule, the Company’s securities will be subject to delisting from Nasdaq.

The Nasdaq Letter also notified the Company that the Staff has granted

the Company an exception to enable it to regain compliance with the Listing Rule.

Pursuant to the terms of the exception, the Company

must file the following on or prior to October 14, 2024:

● The Company’s Quarterly Report on Form 10-Q for the

period ended March 31, 2024;

● The Company’s Quarterly Report on Form 10-Q for the

period ended June 30, 2024.

If the Company does not satisfy

the terms of the exception, the Staff will provide written notification that the Company’s securities will be delisted.

time, the Company could appeal the Staff’s determination to a Hearings Panel.

On September 19, 2024, the Company held an extraordinary

general meeting of stockholders (the “Meeting”).

At the Meeting, the Company’s stockholders approved an amendment to

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

Business Combination to March 22, 2025.

In connection with the approval of the extension amendment, holders of 50,556 of the

Company’s common stock exercised their right to redeem, with 5,881,269 shares of common stock projected to be remaining outstanding

after the projected redemption;

687,519 shares of common stock remaining outstanding after the Redemption are shares issued in connection

with our initial public offering.

Consequently, the contribution is $ 34,376 per month needed for the Company to continue to extend

the Combination Period monthly.

On October 1, 2024, the Company made a deposit of $ 34,376 for September extension contribution.

On May 9, 2024, the original term sheet between the Company and Profusa

was amended and restated to clarify certain provisions of the original term sheet.

On September 25, 2024, Vellar terminated

the Amended and Restated Binding Principal Terms and Conditions with the Company and Profusa, dated May 9, 2024 (“Amended Term Sheet”).

termination letter notified the Company and Profusa that Vellar elected to exercise its right to terminate pursuant to which Vellar will

be entitled to receive all reasonable costs and expenses related thereto not to exceed $ 75,000 .

Total fees associated with the transaction

amounted to $ 59,867 to be paid by either the Company or Profusa.

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

What changed 10-Q

Item 1. Financial Statements