What changed in this filing

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Item 1. Financial Statements

2024-11-15 compared with 2024-10-09 · 423 added, 402 removed, 749 unchanged (52% of the section changed)

4 unchanged sentences

Prepaid expenses and other current assets

Prepaid income taxes

Cash and marketable securities held in Trust Account

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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

Common stock subject to possible redemption, 738,075 and 833,469 shares at redemption value of approximately $ 11.59 and $ 11.10 at June 30, 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 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)

5,193,750 shares issued and outstanding at June 30, 2024 and December 31, 2023 (excluding 738,075 and 833,469 shares subject to possible redemption at June 30, 2024 and December 31, 2023, respectively)

Accumulated deficit

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For the Three Months Ended

For the Six Months Ended

Formation and operating costs

Loss from operations

Other income (expense):

Other (expense) income:

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

Change in fair value of convertible promissory note

Change in fair value of warrant liabilities

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(Loss) income before provision for income tax

( 1,173,284 )

Income tax provision

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$ ( 397,487 )

$ ( 1,217,764 )

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

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OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Stockholders’

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( 4,496,203 )

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Accretion of common stock to redemption value

Balance as of June 30, 2024 (unaudited)

$ ( 5,075,539 )

$ ( 5,075,020 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Stockholders’

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( 3,306,653 )

Accretion of common stock to redemption value

Balance as of June 30, 2023 (unaudited)

$ ( 2,874,453 )

$ ( 2,873,934 )

The accompanying notes are an integral part of

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OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

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( 1,964,386 )

Unrealized loss on marketable securities held in Trust Account

Change in fair value of warrant liabilities

Changes in fair value of convertible note

Deferred tax benefit

Changes in fair value of convertible promissory note

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid income taxes

Accounts payable and accrued expenses

Income tax payable

Deferred tax liability

Due to related party

Net cash used in operating activities

( 1,239,875 )

Cash flows from investing activities:

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

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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On December 22, 2021, the Company consummated

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

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

Each Unit consists of one share of common stock

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

(the “Warrants”).

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

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

Each Unit consists of one share of common stock of the

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

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

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

697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to

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

at a purchase price

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

697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to NorthView

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

at a purchase price of $ 1.00

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

Transaction costs amounted to $ 7,959,726 consisting

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There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Public Offering

on December 22, 2021, an amount of $ 191,647,500 ($ 10.10 per Unit), excluding $ 741,228 that was wired to the Company’s operating

bank account on December 31, 2021 for working capital purposes, from the net proceeds of the sale of the public units in the IPO and

the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and invested in United States

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

meeting certain conditions under Rule 2a-7 under the Investment Company Act as determined by the Company.

Except with respect to interest

earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO

will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination,

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended

and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of the

public shares if the Company does not complete the initial Business Combination within the extended period (or any additional extension

from the closing of our IPO if we extend the period of time to consummate a business combination) (the “Combination Period”),

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

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

Period, subject to applicable law.

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

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

Following the closing of the Public Offering on

December 22, 2021, an amount of $ 191,647,500 ($ 10.10 per Unit), excluding $ 741,228 that was wired to the Company’s operating bank

account on December 31, 2021 for working capital purposes, from the net proceeds of the sale of the public units in the IPO and the sale

of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and invested in United States government

treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain

conditions under Rule 2a-7 under the Investment Company Act as determined by the Company.

Except with respect to interest earned on the

funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released

from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption

of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate

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

does not complete the initial Business Combination within the extended period (or any additional extension from the closing of our IPO

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

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

public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law.

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

priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders

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

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

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

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

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

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

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

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

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

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

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

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

described herein.

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

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

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

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

If the Company is unable to complete an initial

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meeting of stockholders to vote on extending the Combination Period.

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

December 22, 2023 to March 22, 2024.

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

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

833,469 shares of Common Stock remaining outstanding

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

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

Trust Account to redeeming stockholders in connection with the extension.

As a result, the Company 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

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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

On March 21, 2024, the Company held its 2024 Annual Meeting of Stockholders

(the “Meeting”).

At the meeting, the Company’s stockholders approved 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

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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;

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 shares of the Company’s

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

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.

Consequently,

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

On October 4,

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

The October and November extension contributions

have not yet been made.

All of the Public Shares, or shares of our common

stock sold as part of the IPO, contain a redemption feature which allows for the redemption of such Public Shares in connection with

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

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

In accordance with SEC and its guidance on redeemable

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

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

Given that the Public Shares were issued with other

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

proceeds determined in accordance with ASC 470-20.

stock sold as part of the IPO, contain a redemption feature which allows for the redemption of such Public Shares in connection with our

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

certain amendments to our amended and restated certificate of incorporation.

In accordance with SEC and its guidance on redeemable equity

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

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

Given that the Public Shares were issued with other freestanding

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

determined in accordance with ASC 470-20.

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

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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.

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.

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The Sponsor, officers and directors have agreed

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

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

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

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

Business Combination within such time period);

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

IPO in favor of the initial Business Combination.

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

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

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

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

within such time period);

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

initial Business Combination.

The Company’s Sponsor has agreed that it

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including liabilities under the Securities Act.

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

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

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

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

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.

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

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

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 market).

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

the Nasdaq Capital Market.

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

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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.

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, 2024.

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.

On October 9, 2024, the Company filed its Quarterly

Report on Form 10-Q for the period ended March 31, 2024.

On October 15, 2024, the Company received a letter

(the “Extension Notice”) from the Staff notifying the Company that it had partially regained compliance with the Listing Rule

by filing its Quarterly Report on Form 10-Q for the period ended March 31, 2024.

The Extension Notice also notified the Company

that the Staff had determined to grant the Company a further exception to enable it to regain compliance with the Listing Rule.

to the terms of the exception, the Company must file its Quarterly Report on Form 10-Q for the period ended June 30, 2024 on or prior

to November 18, 2024:

Neither the Prior Notice nor the Extension Notice

has an 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.

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 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.

As of June 30, 2024, the Company had $ 6,496

in cash and a working capital deficit of $ 4,043,301 .

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

In order to finance transaction costs in connection

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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 .

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.

The Company had principal outstanding of $ 1,830,796

and is presenting the Note at fair value on its balance sheet at June 30, 2024 in the amount of $ 1,527,001 .

The Company has until March 22, 2025 to consummate

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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.

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

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Risks and Uncertainties

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.

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.

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.

certain exceptions apply to the excise tax.

Any redemption or other repurchase that occurs

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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.

As of June 30, 2024, the Company has a charge to stockholders’ deficit

of $ 1,874,990 of excise tax liability, including $ 10,884 charged during the six months ended June 30, 2024, calculated as 1 % of the value

of shares redeemed.

On April 12, 2024 The Treasury released Proposed

Regulations on the Excise Tax On Repurchase of Corporate Stock.

In the Proposed Regulations the Treasury declined to adopt special rules

for Special Purpose Acquisition Corporations.

The Proposed Regulations do not exempt redemptions of stock pursuant to a mandatory redemption

right or a unilateral holder put option.

The Proposed Regulations clarify that a distribution pursuant to a plan of complete Liquidation

is not a repurchase and thus generally not subject to the stock repurchase excise tax.

On July 3, 2024, the Treasury issued final regulations with respect

to the procedure and administration of the Excise Tax.

These regulations provided that the filing and payment deadline for any liability

incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024.

As of September 30, 2024, the excise tax

was not paid and recorded as excise tax payable.

The Company is currently evaluating its options with respect to this obligation, and

it is planning to seek a postponement of the 2023 Excise tax payment and return filing deadline to February 3, 2025 based on the Hurricane

Beryl relief announced in TX-2024-08.

Any amount of such Excise Tax not paid in full, could be subject to additional interest and penalties

which are currently estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the

total liability for any amount that is unpaid.

Note 2 – Significant Accounting Policies

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In the opinion of management, the unaudited condensed consolidated financial

statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances

and results for the periods presented.

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

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

statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and

results for the periods presented.

The interim results for the three and six months ended June 30, 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

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

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

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

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

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

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

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

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

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

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

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

This may make

comparison of the Company’s 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.

This may make 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

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The Company did not have any cash equivalents

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

as of June 30, 2024 and December 31, 2023.

Cash and Marketable Securities Held in Trust

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

At June 30, 2024, the assets held in the Trust

Account were in cash.

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Treasury securities.

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 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.

During the six months ended June 30, 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, $ 204,460 of interest income from the Trust Account was withdrawn by the Company for the payment of franchise

and income taxes.

During the six months ended June 30, 2023, pursuant

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

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

and income taxes.

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

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

At March 31, 2024 substantially all of the assets

At June 30, 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

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common stock were redeemed.

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

the extension.

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

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.

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 June 30, 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 consolidated condensed balance sheets, primarily due

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

The fair value of the Company’s assets 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

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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,

As of June 30, 2024 and December 31,

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

Our effective tax rate was 6.15 % 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.

2.51 % for the three months ended June 30, 2024 and 2023, respectively, and 3.79 % and 23.85 % for the six months ended June 30, 2024 and

2023, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and six months ended June 30, 2024

and 2023, due to changes in fair value of warrant liabilities and convertible loan, business combination expenses and the valuation allowance

on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty

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

The Company recognizes interest and penalties

related to unrecognized tax benefits as a formation cost expense.

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

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

Interest and penalties expense amounted to $ 0

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

The Company has identified the United States

as its only “major” tax jurisdiction.

The Company recognizes interest and penalties related to unrecognized

tax benefits as a formation cost expense.

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

payments, accruals or material deviation from its position.

Interest and penalties expense amounted to $ 0 and $ 0 during the three and

six months ended June 30, 2024.

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

The Company has identified the United States as

its only “major” tax jurisdiction.

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

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compliance with federal and state tax laws.

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

benefits will materially change over the next twelve months.

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

will materially change over the next twelve months.

Derivative Financial Instruments

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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

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 (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.

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

shares were excluded from diluted earnings per share for the three and six months ended June 30, 2024 and 2023 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.

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 June 30,

For the Six Months Ended June 30,

Basic and diluted net (loss) income per share:

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$ ( 159,563 )

$ ( 1,058,201 )

Weighted-average shares outstanding

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

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

As of June 30, 2024 and December 31, 2023, the

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

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Accretion of redeemable common stock

Contingently redeemable common stock, March 31, 2024

Contingently redeemable common stock, June 30, 2024

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU No.

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024.

The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU No.

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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.

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.

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

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

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

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

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

stock until the warrants expire or are redeemed.

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

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

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

is available.

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

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

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

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

Redemption of Warrants

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may redeem the outstanding warrants:

whole and not in part;

a price of $ 0.01 per warrant;

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

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

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

in whole and not in part;

● at a price of $ 0.01 per warrant;

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

● if, and only if, the last sale price of the common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption

as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless

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

will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect

basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will

consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect

on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants.

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and 2,185,000 Private Placement Warrants were purchased by I-Bankers and Dawson James.

The Private Placement Warrants are identical

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

(i) will not be redeemable by the

Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or

any of their permitted transferees.

If the Private Placement Warrants are held by holders other than the initial purchasers or any of

their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same

basis as the warrants included in the Units being sold in the IPO.

The Private Placement Warrants are identical to

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

(i) will not be redeemable by the Company

and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their

permitted transferees.

If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted

transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the

warrants included in the Units being sold in the IPO.

Note 5 – Related Party Transactions

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per share (the “Founder Shares”).

In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation

and for no consideration 862,500 shares of common stock.

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

common stock , resulting in the Sponsor holding an aggregate of 4,743,750 shares of common stock.

The Founder Shares include an aggregate

of up to 618,750 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full.

In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation and

for no consideration 862,500 shares of common stock.

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

stock , resulting in the Sponsor holding an aggregate of 4,743,750 shares of common stock.

The Founder Shares include an aggregate of up

to 618,750 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full.

On December 22, 2021,

the over-allotment option was fully exercised and such shares are no longer subject to forfeiture.

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or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business

Combination that results in all of the Company’s public stockholders having the right to exchange their shares of common stock

for cash, securities or other property (the “Lock-up”).

Combination that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for

cash, securities or other property (the “Lock-up”).

Notwithstanding the foregoing, if the last sale price of the Company’s

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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 .

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

approved and the Company entered into a second amendment of 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.

As of June 30, 2024, the Company had principal outstanding of $ 1,830,796 and is presenting the Note

at fair value on its balance sheet at June 30, 2024 in the amount of $ 1,527,001 .

Related Party Loans

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Otherwise, such loans would be repaid only out of funds held outside the Trust Account.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside

the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.

to $ 1,500,000 of such loans may be convertible, at the option of the lender, into warrants at a price of $ 1.00 per warrant of the post

Business Combination entity.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability

and exercise period.

At 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”.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the

Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.

Up to $ 1,500,000

of such loans may be convertible, at the option of the lender, into warrants at a price of $ 1.00 per warrant of the post Business Combination

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise

At June 30, 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 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,

For the three and six months ended

June 30, 2024, $ 0 had been incurred and billed relating to the administrative service fee, respectively.

For the three and six months

ended June 30, 2023, $ 15,000 and $ 30,000 , respectively, had been incurred and billed relating to the administrative service fee.

June 30, 2024 and December 31, 2023, $ 50,000 relating to the administrative service fee was not paid and recorded as due to related party.

Note 6 – Commitments and Contingencies

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

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

of any such registration statements.

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

any such registration statements.

Underwriters Agreement

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

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

releases and public filings in connection with the Business Combination.

The Company was obligated to pay I-Bankers and Dawson James

a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount of 3.68 % of the gross

proceeds of the IPO, or $ 6,986,250 .

The agreement was amended on November 7, 2022 and calls for the 3.68 % business combination fee to

be paid as (a) 27.5 % cash and (b) 72.5 % to be rolled into equity at closing.

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

and public filings in connection with the Business Combination.

The Company was obligated to pay I-Bankers and Dawson James a cash fee

for such marketing services upon the consummation of the initial Business Combination in an amount of 3.68 % of the gross proceeds

of the IPO, or $ 6,986,250 .

The agreement was amended on November 7, 2022 and calls for the 3.68 % business combination fee to be paid as

(a) 27.5 % cash and (b) 72.5 % to be rolled into equity at closing.

Representative’s Shares

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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.

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.

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.

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 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.

The 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 .

Such payment of the breakup fee shall be due at close of Business Combination.

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 March 31, 2024 and

As of June 30, 2024 and

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

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

As of March 31, 2024 and December

As of June 30, 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

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These tiers include:

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

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

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

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

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

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

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following tables present information about

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:

the Company’s assets and liabilities that are measured at fair value on June 30, 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

15 unchanged sentences

model for the initial valuation of the Public Warrants.

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

The subsequent measurement of the Public Warrants at June 30, 2024 was classified

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

1 unchanged sentence

an observable market quote in an active market.

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

As of June 30, 2024 and December 31, 2023, the aggregate value of Public Warrants was

$ 521,813 and $ 85,388 , respectively.

17 unchanged sentences

The key inputs into the Monte Carlo simulation

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

model for the warrant liabilities were as follows at June 30, 2024 and December 31, 2023:

Risk-free interest rate

4 unchanged sentences

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

model for the convertible promissory note were as follows at June 30, 2024 and December 31, 2023:

Risk-free interest rate

5 unchanged sentences

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

the three months ended March 31, 2024 and 2023:

the three and six months ended June 30, 2024 and 2023:

Representative’s

2 unchanged sentences

Fair value at March 31, 2024

Change in fair value of warrant liabilities

Fair value at June 30, 2024

Representative’s

2 unchanged sentences

Fair value at March 31, 2023

Promissory Note

Change in fair value of warrant liabilities

Fair value at June 30, 2023

Convertible Promissory Note

Fair value at December 31, 2023

Principal borrowing

Principal proceeds

Change in fair value of convertible promissory note

Fair value at March 31, 2024

Proceeds received through convertible promissory note

Change in fair value of convertible promissory note

Fair value at June 30, 2024

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

1 unchanged sentence

There was a transfer out of Level 3 to Level 1 for the fair value of the Public Warrants

when they began to trade separately from the Units during the three months ended March 31, 2022.

when they began to trade separately from the Units during the three and six months ended March 31, 2022.

The fair value of the Company’s working

4 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.

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.

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

As of June 30, 2024 and December 31, 2023,

the aggregate value of the convertible promissory note was $ 1,527,001 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, 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.

in the unaudited condensed consolidated financial statements, except as disclosed in Notes 1 and 6.

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