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Item 2. Management’s Discussion and Analysis

2024-12-17 compared with 2024-11-15 · 382 added, 426 removed, 19 unchanged (98% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

References to the “Company,” “NorthView

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

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

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

Certain information

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

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

about future events.

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

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

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

In some cases, you can identify forward-looking

statements by terminology such as “may,” “should,” “could,” “would,” “expect,”

“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of

such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to,

those described in our other Securities and Exchange Commission (“SEC”) filings.

We are a blank check company incorporated on April

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

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

We consummated

our initial public offering on December 22, 2021 and have identified a target company for our business combination.

We intend to use the

cash proceeds from our Public Offering and the Private Placement described below as well as additional issuances, if any, of our capital

stock, debt or a combination of cash, stock and debt to complete the Business Combination.

We expect to incur significant costs in the pursuit

of our initial Business Combination.

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

will be successful.

Recent Developments

Proposed Business Combination

On November 7, 2022, NorthView entered into a

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

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

corporation (“Profusa”).

The Merger Agreement provides that, among other

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

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

In connection with the

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

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

The Business Combination is subject to customary

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

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

There is no assurance that the Business Combination

will be completed.

The aggregate consideration to be received by

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

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

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

Pursuant to the Merger Agreement, subject to certain

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

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

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

the 18-month anniversary and the two year anniversary of the Closing, the combined company’s common stock achieves a daily volume

weighted average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive trading day period (“Milestone

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

company’s common stock achieves a daily volume weighted average market price of at least $14.50 per share for a similar number of

days (“Milestone Event II”).

Pursuant to the Merger Agreement, the remaining one-quarter of the Earnout Shares were to be

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

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

if both milestones are achieved).

On September 12, 2023, the parties to the Merger Agreement entered into Amendment No.

1 to the Merger

Agreement (the “Amendment”) pursuant to which the parties agreed to revise the revenue earnout milestones to reflect updated

projections provided by Profusa.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,” “NorthView Acquisition Corp.,” “NorthView,” “our,” “us”

or “we” refer to NorthView Acquisition Corp.

The following discussion and analysis of the Company’s financial condition

and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes

thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking

statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and

unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements

to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”

“could,” “would,” “expect,” “plan,” “anticipate,” “believe,”

“estimate,” “continue,” or the negative of such terms or other similar expressions.

Factors that might cause

or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission

(“SEC”) filings.

are a blank check company incorporated on April 19, 2021 as a Delaware corporation and formed for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(a “Business Combination”).

We consummated our initial public offering on December 22, 2021 and have identified a target

company for our business combination.

We intend to use the cash proceeds from our Public Offering and the Private Placement described

below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business

expect to incur significant costs in the pursuit of our initial Business Combination.

We cannot assure you that our plans to raise capital

or to complete our initial Business Combination will be successful.

Business Combination

November 7, 2022, NorthView entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among

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

and Profusa, Inc., a California corporation (“Profusa”).

Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the

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

of NorthView.

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

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

Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition of

$15,000,000, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa.

is no assurance that the Business Combination will be completed.

aggregate consideration to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000.

ratio will be equal to (a) $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share.

to the Merger Agreement, subject to certain future revenue and stock-price based milestones, Profusa stockholders will have the right

to receive an aggregate of up to an additional 3,875,000 shares of NorthView Common Stock (the “Earnout Shares”).

of the Earnout Shares will be issued if, between the 18-month anniversary and the two year anniversary of the Closing, the combined company’s

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

trading day period (“Milestone Event I”).

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

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

$14.50 per share for a similar number of days (“Milestone Event II”).

Pursuant to the Merger Agreement, the remaining one-quarter

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

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

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

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

Amendment No.

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

milestones to reflect updated projections provided by Profusa.

Specifically, Amendment No.

1 revised the definition of “Milestone Event III” and “Milestone

Event IV” such that one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout

Revenue of $11,864,000 for the fiscal year ended December 31, 2024, and one-quarter of the Earnout Shares would be issued to Profusa stockholders

if the combined company achieves Earnout Revenue of $99,702,000 for the fiscal year ended December 31, 2025.

1 revised the definition of “Milestone

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

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

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

December 31, 2025.

Amendment No.

1 also clarified

the exercise price of certain the Company Warrants.

Additionally, if Milestone Event I or Milestone

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

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

in the Merger Agreement).

Merger Agreement Termination

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 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.

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

Additionally,

if Milestone Event I or Milestone Event II are achieved by the second anniversary of the Closing, NorthView’s sponsor, NorthView

Sponsor I, LLC and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to

obtaining Additional Financings (as defined in the Merger Agreement).

Agreement Termination

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 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

Stock Transfer & Trust Company (“CST”) entered into Amendment No.

1 to Investment Management Trust Agreement, dated December

20, 2021, by and between the Company and CST, to allow CST, upon written instruction of the Company, to (i) hold the funds in the Company’s

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

On 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.

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,

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.

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

September 25, 2024, Vellar terminated the Amended and Restated Binding Principal Terms and Conditions with the Company and Profusa,

dated May 9, 2024.

of Our Combination Period

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;

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

January 2024, $1,565,078 was paid from the trust account to redeeming stockholders in connection with the extension.

January 2, 2024, the Company and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No.

1 to Investment

Management Trust Agreement, dated December 20, 2021, by and between the Company and CST, to allow CST, upon written instruction of the

Company, to (i) hold the funds in the Company’s trust account uninvested or (ii) hold the funds in an interest-bearing bank demand

deposit account.

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.

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

10 unchanged sentences

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.

On December 13, 2024, the Company made a deposit

of $68,752 for the October and November extension contributions.

In October 2024, $595,439 was paid from the trust account to redeeming

stockholders in connection with the extension.

January 10, 2024, the Company’s Board of Directors approved, and the Company amended, its Convertible Working Capital Promissory

Note (the “Note”) with the sponsor to increase the principal amount of the Note that could be drawn on to $1.5 million.

The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares

of Company common stock at a price of $2.22 per share at the election of the sponsor.

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.

Delisting Notification

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.

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.

Notice does not impact the listing of the Common Stock on The Nasdaq Global Market at this time.

The Notice provided that, in accordance

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

3, 2024, to regain compliance with the MVPHS Requirement.

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

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.

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.

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.

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.

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.

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:

Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024;

Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024.

October 9, 2024, the Company filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024.

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.

On December 6, 2024, the Company received a notice

from the Nasdaq’s Listing Qualifications’ Staff stating that since the Company has not filed its Form 10-Q for the period

ended September 30, 2024, the Company is no longer complies with Listing Rules for continued listing.

The Company has 60 calendar days

to submit a plan to regain compliance and if Nasdaq accepts the plan, the Company will be granted an exception of up to 180 calendar days

from filing’s due date or until May 19, 2025 to regain compliance.

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.

Pursuant 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.

On November 15, 2024, the Company filed its Quarterly Report on Form

10-Q for the period ended June 30, 2024.

the Prior Notice nor the Extension Notice has an immediate effect on the listing of the Company’s securities on Nasdaq.

if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.

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 December 6, 2024, the Company received a notice

from the Nasdaq’s Listing Qualifications’ Staff stating that since the Company has not filed its Form 10-Q for the period

ended September 30, 2024, the Company no longer complies with Listing Rules for continued listing.

The Company has 60 calendar days to

submit a plan to regain compliance and if Nasdaq accepts the plan, the Company will be granted an exception of up to 180 calendar days

from filing’s due date or until May 19, 2025 to regain compliance.

On October 7, 2024, Nasdaq Rule 5815 was amended

and companies failing to complete a business combination within 36 months, as required by Rule IM 5101-2(b), will face immediate suspension

and delisting after receiving a Nasdaq determination letter.

of Operations

of September 30, 2024, we had not commenced any operations.

All activity for the period from April 19, 2021 (inception) through September

30, 2024 relates to our formation and the Initial Public Offering, and, subsequent to the IPO, identifying a target company for a Business

We have neither engaged in any operations nor generated any operating revenues to date.

We will not generate any operating

revenues until after the completion of our initial Business Combination, at the earliest.

We will generate non-operating income in the

form of interest income and unrealized gains from the cash and marketable securities held in the Trust Account.

We expect to incur expenses

as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

For the three months ended September 30, 2024,

we had net income of $91,177, which consisted of operating costs of $317,270, income tax provision of $19,499, offset by $304,575 for

the change in fair value of our warrant liabilities, interest income on securities held in the Trust Account of $108,750 and change in

fair value of convertible note of $14,621.

For the nine months ended September 30, 2024,

we had net loss of $1,126,587, which consisted of operating costs of $1,041,241, income tax provision of $63,979, and a loss of $496,020

for the change in fair value of our warrant liabilities, offset by interest income on securities held in the Trust Account of $333,934

and change in fair value of convertible note of $140,719.

the three months ended September 30, 2023, we had net loss of $367,345, which consisted of $243,659 for the change in fair value of our

warrant liabilities, operating costs of $290,098, and income tax provision of $25,499, offset by interest income on securities held in

the Trust Account of $138,725 and a change in fair value of convertible note of $53,186.

We are required to revalue our liability-classified

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

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

the nine months ended September 30, 2023, we had net income of $925,939, which consisted of interest income on securities held in the

Trust Account of $2,103,111 and a gain of $190,079 for the change in fair value of our warrant liabilities and change in fair value of

convertible note of $111,776, offset by operating costs of $1,048,525, and income tax provision of $430,502.

We are required to revalue

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

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

and Going Concern

As of September 30, 2024, we had $533 in cash

and a working capital deficit of $4,483,517.

For the nine months ended September 30, 2024,

cash used in operating activities was $969,296.

Net loss of $1,126,587 was impacted primarily by trust interest income of $333,934, change

in fair value of convertible note of $140,719 and change in fair value of our warrant liabilities of $496,020.

Changes in operating assets

and liabilities reflected cash provided of $135,924 from operating activities during such period.

the nine months ended September 30, 2024, cash provided by investing activities included $347,847 of extension payments made to the trust,

$204,459 of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $2,653,439 in relation

to stock redemptions.

For the nine months ended September 30, 2024, cash used in financing

activities included $787,981 of proceeds from a convertible promissory note, $320,717 of an advance from Profusa and $2,653,439 paid out

in relation to stock redemptions.

For the nine months ended September 30, 2023, cash used in operating

activities was $1,719,650.

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

of convertible note of $111,776, change in deferred tax provision of $36,940 and change in fair value of our warrant liabilities of $190,079.

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

the nine months ended September 30, 2023, cash provided by investing activities included $340,947 of extension payments made to the trust,

$1,171,438 of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $184,845,836 in

relation to a partial stock redemption.

the nine months ended September 30, 2023, cash used in financing activities included $713,015 of proceeds from a convertible promissory

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

to the completion of the initial public offering, our liquidity needs had been satisfied through a capital contribution from the sponsor

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

of $204,841, which was fully paid upon the initial public offering.

Subsequent to the consummation of the initial public offering and

private placement, our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held

in the trust account, and the drawdowns on the convertible promissory note.

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

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

Capital Loans (see Note 5).

April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $1,200,000.

The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation.

Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant.

On January 10, 2024, the Company’s Board of Directors approved, and the Company amended the Note to increase the principal amount

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

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

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

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.

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 $1,909,796

and is presenting the Note at fair value on its balance sheet at September 30, 2024 in the amount of $1,591,380.

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

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

Sheet Financing Arrangements

did not have any off-balance sheet arrangements as of September 30, 2024.

of September 30, 2024 and December 31, 2023, we did not have any long-term debt or capital or operating lease obligations.

entered into an administrative services agreement with our sponsor pursuant to which we pay for office space and secretarial and administrative

services provided to members of our management team, in an amount of $5,000 per month.

As of June 30, 2023, the Company and the sponsor

terminated this agreement.

For the three and nine months ended September 30, 2024, $0 and $0 had been incurred and billed relating to

the administrative service fee.

For the three and nine months ended September 30, 2023, $0 and $30,000 had been incurred and billed relating

to the administrative service fee, respectively.

As of September 30, 2024 and December 31, 2023, $50,000 relating to the administrative

service fee was not paid and recorded as due to related party.

previously engaged I-Bankers as an advisor to assist in holding meetings to discuss the potential business combination and the target

business’ attributes, introduce NorthView to potential investors that are interested providing funding in connection with a Business

Combination, assist NorthView in obtaining stockholder approval for such business combination and assist NorthView with its press releases

and public filings in connection with such business combination (the “Business Combination Marketing Agreement”).

In connection

with such engagement, NorthView agreed to pay I-Bankers and Dawson James a cash fee (the “Business Combination Fee”) for

such services upon the consummation of a business combination in an amount equal to 3.68% of the gross proceeds of its initial public

offering (exclusive of any applicable finders’ fees which might become payable).

In connection with the Business Combination, NorthView,

I-Bankers and Dawson James amended the Business Combination Marketing Agreement to revise a portion of the Business Combination Fee to

be partially payable in NorthView securities and partially payable in cash upon the closing of the Merger with Profusa, with such securities

to be subject to lock-up provisions.

Accounting Estimates

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

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.

Promissory Note

On January 10, 2024, the Company’s Board

of Directors approved, and the Company amended, its Convertible Working Capital Promissory Note (the “Note”) with the sponsor

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

The amended and restated Note also allows for

the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per

share at the election of the sponsor.

On 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.

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

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 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, 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.

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 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.

We have neither engaged in any operations

nor generated any operating revenues to date.

We will not generate any operating revenues until after the completion of our initial Business

Combination, at the earliest.

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

and marketable securities held in the Trust Account.

We expect to incur expenses as a result of being a public company (for legal, financial

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

For the three months ended June 30, 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

change in fair value of our warrant liabilities, offset by interest income on securities held in the Trust Account of $108,520 and change

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

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 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 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

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

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

upon the initial public offering.

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

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

on the convertible promissory note.

In order to finance transaction costs in connection

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

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

On April 27, 2023, the Company signed a Convertible

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

The Note is non-interest bearing and is due

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

The Sponsor may elect to convert all or any portion

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

On January 10, 2024, the Company’s

Board of Directors approved, and the Company amended the Note to increase the principal amount of the Note that could be drawn on to $1.5 million.

The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of

Company common stock at a price of $2.22 per share at the election of the sponsor.

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.

Off-Balance Sheet Financing Arrangements

We did not have any off-balance sheet arrangements

as of June 30, 2024.

Contractual 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

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

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

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

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

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

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

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

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

In connection with such engagement, NorthView

agreed to pay I-Bankers and Dawson James a cash fee (the “Business Combination Fee”) for such services upon the consummation

of a business combination in an amount equal to 3.68% of the gross proceeds of its initial public offering (exclusive of any applicable

finders’ fees which might become payable).

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

the Business Combination Marketing Agreement to revise a portion of the Business Combination Fee to be partially payable in NorthView

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

Critical Accounting Estimates

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

The fair value of the Company’s convertible

promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract.

The valuation

technique requires inputs that are both unobservable and significant to the overall fair value measurement.

These inputs reflect management’s

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

Warrant Liabilities

We account for the warrants issued in connection

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

Such guidance provides that because the warrants do not meet the

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

Accordingly, we classified each warrant as a liability

at its fair value.

fair value of the Company’s convertible promissory note is valued using a compound option formula on the convertible feature and

a present value of the host contract.

The valuation technique requires inputs that are both unobservable and significant to the overall

fair value measurement.

These inputs reflect management’s own assumption about the assumptions a market participant would use in

pricing the working capital loan.

account for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40.

Such guidance provides

that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

we classified each warrant as a liability at its fair value.

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

With each such re-measurement, the warrant

liabilities will be adjusted to fair value, with the change in fair value recognized in our consolidated statements of operations.

In determining the fair value of the Private Placement

Warrants and the Representative’s Warrants, a Monte Carlo simulation model is used, meaning 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.

Recent Accounting Standards

In November 2023, the FASB issued ASU No.

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

consolidated statements of operations.

determining the fair value of the Private Placement Warrants and the Representative’s Warrants, a Monte Carlo simulation model

is used, meaning assumptions related to expected share-price volatility, expected life and risk-free interest rate are utilized.

Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants.

Accounting Standards

November 2023, the FASB issued ASU No.

2023-07, 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.

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

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose

specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet

a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state

and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for

annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

Our management does not believe that any other

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

consolidated financial statements.

The JOBS Act contains provisions that,

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

We qualify as an “emerging growth company”

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

(not publicly traded) companies.

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

not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth

As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting

pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating

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

Subject to certain conditions set forth

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

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

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

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

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

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

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

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

These exemptions will apply for a period of five years following

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

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting company as defined

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

Improvements to Income Tax Disclosures (“ASU 2023-09”),

which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional

information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income

taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of

management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have

a material effect on the accompanying condensed consolidated financial statements.

Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements

based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting

standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such

standards is required for non-emerging growth companies.

As a result, our consolidated financial statements may not be comparable

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

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such

exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation

report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure

that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection

Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the

independent registered public accounting firm’s report providing additional information about the audit and the consolidated financial

statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation

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

exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an

“emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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