What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-15 compared with 2024-10-09 · 212 added, 156 removed, 233 unchanged (61% of the section changed)

84 unchanged sentences

in the Merger Agreement).

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.

Merger Agreement Termination

On January 12, 2024, the parties to the Merger

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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 February 16, 2024, the Company’s Board

of Directors approved and authorized the Company to execute a binding term sheet (“Original term sheet”) between the Company

and Profusa, Inc.

(the “Target”) for PIPE funding with Vellar Opportunities Fund Master, Ltd.

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.

May 9, 2024, the original term sheet between the Company and Profusa was amended and restated to clarify certain provisions of the Original

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.

of Our 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 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.

Extension of Our 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

3 unchanged sentences

trust account uninvested or (ii) hold the funds in an interest-bearing bank demand deposit account.

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 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;

738,075 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 $110,174 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 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 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.

Promissory Note

On January 10, 2024, the Company’s Board

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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 (“Original term sheet”) between the Company and Profusa, Inc.

“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.

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

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;

738,075 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 $110,174 was for June, July and

August extension contributions and $1,400 for lost interest due to late trust payments.

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

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of the sponsor.

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.

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.

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.

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.

to the terms of the exception, the Company must file the following on or prior to October 14, 2024:

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, 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.

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.

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.

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.

Results of Operations

As of March 31, 2024, we had not commenced any

All activity for the period from April 19, 2021 (inception) through March 31, 2024 relates to our formation and the Initial

As of June 30, 2024, we had not commenced any

All activity for the period from April 19, 2021 (inception) through June 30, 2024 relates to our formation and the Initial

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

7 unchanged sentences

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

For the three months ended March 31, 2024, we had

For the three months ended June 30, 2024, we had

net loss of $397,487, which consisted of operating costs of $253,130, income tax provision of $23,026, and a loss of $295,872 for the

1 unchanged sentence

in fair value of convertible note of $66,021.

For the three months ended March 31, 2023, we

had net income of $440,895, which consisted of interest income and unrealized loss on securities held in the Trust Account of $1,841,840,

offset by operating costs of $443,717, a loss of $574,137 for the change in fair value of our warrant liabilities, and income tax provision

For the six months ended June 30, 2024, we had

net loss of $1,217,764, which consisted of operating costs of $723,971, income tax provision of $44,480, and a loss of $800,595 for the

change in fair value of our warrant liabilities, offset by interest income on securities held in the Trust Account of $225,184 and change

in fair value of convertible note of $126,098.

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

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

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

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

We are required to revalue our liability-classified warrants at the

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

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

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

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

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

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

We are required to revalue our liability-classified warrants

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

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

Liquidity and Going Concern

As of March 31, 2024, we had $5,314 in cash and a

working capital deficit of $3,898,430.

For the three months ended March 31, 2024, cash

used in operating activities was $280,853.

Net loss of $820,277 was impacted primarily by trust interest income of $116,664, change in

fair value of convertible note of $60,077, change in deferred tax provision of $13,661 and change in fair value of our warrant liabilities

Changes in operating assets and liabilities reflected cash provided of $225,103 from operating activities during such period.

For the three months ended March 31, 2024, cash provided

As of June 30, 2024, we had $6,496 in cash and

a working capital deficit of $4,043,301.

For the six months ended June 30, 2024, cash used

in operating activities was $675,730.

Net loss of $1,217,764 was impacted primarily by trust interest income of $225,184, change in fair

value of convertible note of $126,098 and change in fair value of our warrant liabilities of $800,595.

Changes in operating assets and

liabilities reflected cash provided of $92,721 from operating activities during such period.

For the six months ended June 30, 2024, cash provided

by investing activities included $235,733 of extension payments made to the trust, $204,460 of reimbursement from the trust of franchise

and income tax payments and cash withdrawn from the trust of $2,653,439 in relation to a partial stock redemption.

For the three months ended March 31, 2024, cash used

in financing activities included $378,185 of proceeds from a convertible promissory note and $2,653,439 of a partial stock redemption.

For the three months ended March 31, 2023, cash

used in operating activities was $966,607.

Net income of $440,895 was impacted primarily by trust interest income of $1,845,005, unrealized

loss on investments of $3,165, change in deferred tax provision of $35,597 and change in fair value of our warrant liabilities of $574,137.

Changes in operating assets and liabilities reflected a use of cash of $104,202 from operating activities during such period.

For the three months ended March 31, 2023, cash

provided by investing activities included $48,707 of extension payments made to the trust, $877,438 of reimbursement from the trust of

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

For the three months ended March 31, 2023, cash

used in financing activities included $184,845,836 of redemption of common stock.

and income tax payments and cash withdrawn from the trust of $2,653,439 in relation to stock redemptions.

For the six months ended June 30, 2024, cash

used in financing activities included $708,981 of proceeds from a convertible promissory note and $2,653,439 paid out in relation to

stock redemptions.

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

in operating activities was $1,239,875.

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

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

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

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

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

and income tax payments and cash withdrawn from the trust of $184,845,836 paid out in relation to stock redemptions.

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

by financing activities included $369,589 of proceeds from a convertible promissory note and $184,845,836 paid out in relation to stock

Prior to the completion of the initial public

18 unchanged sentences

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.

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.

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

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.

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.

Off-Balance Sheet Financing Arrangements

We did not have any off-balance sheet arrangements

as of March 31, 2024.

as of June 30, 2024.

Contractual Obligations

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

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

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

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

We entered into an administrative services agreement

2 unchanged sentences

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.

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

For the three and

six months ended June 30, 2024 and 2023, $0 had been incurred and billed relating to the administrative service fee, respectively.

the three and six months ended June 30, 2023, $15,000 and $30,000 had been incurred and billed relating to the administrative service

fee, respectively.

As of 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.

NorthView previously engaged I-Bankers as an advisor

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Critical Accounting Estimates

does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all financial

instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC

Topic 480, Distinguishing Liabilities from Equity , and ASC Topic 815, Derivatives and Hedging (“ASC

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as

equity, is re-assessed at the end of each reporting period.

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all financial instruments to determine if such

instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing

Liabilities from Equity , and ASC Topic 815, Derivatives and Hedging (“ASC 815”).

The classification of

derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of

each reporting period.

Convertible Promissory Note

21 unchanged sentences

Recent 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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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 2. Management’s Discussion and Analysis