What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-06-13 · 497 added, 355 removed, 900 unchanged (49% of the section changed)

Financial Statements.

NORTHVIEW ACQUISITION CORPORATION

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

CONDENSED CONSOLIDATED BALANCE SHEETS

1 unchanged sentence

Restricted cash

Cash held in Trust Account

Prepaid expenses and other current assets

10 unchanged sentences

Securities purchase agreement

Due to redeeming stockholders

Due to related party

3 unchanged sentences

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 154,561 and 687,519 shares at redemption value of approximately $ 12.83 and $ 12.13 at March 31, 2025 and December 31, 2024, respectively

Common stock subject to possible redemption, 101,777 and 687,519 shares at redemption value of approximately $ 13.07 and $ 12.13 at June 30, 2025 and December 31, 2024, respectively

Stockholders’ Deficit:

4 unchanged sentences

100,000,000 shares authorized;

5,193,750 shares issued and outstanding at March 31, 2025 and December 31, 2024 (excluding 154,561 and 687,519 shares subject to possible redemption at March 31, 2025 and December 31, 2024, respectively)

5,193,750 shares issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 101,777 and 687,519 shares subject to possible redemption at June 30, 2025 and December 31, 2024, respectively)

Accumulated deficit

7 unchanged sentences

the unaudited condensed consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Formation and operating costs

Loss from operations

Other income (expense):

( 1,550,665 )

Other (expense) income:

Interest income earned on cash held in Trust Account

Change in fair value of convertible promissory note

( 1,154,729 )

( 1,380,059 )

Change in fair value of securities purchase agreement

Change in fair value of warrant liabilities

( 5,917,445 )

( 6,265,530 )

Total other expense, net

( 7,227,406 )

( 7,744,383 )

Loss before provision for income tax

( 8,194,490 )

( 9,295,048 )

( 1,173,284 )

Income tax provision

1 unchanged sentence

$ ( 397,487 )

$ ( 9,316,786 )

$ ( 1,217,764 )

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

4 unchanged sentences

the unaudited condensed consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Stockholders’

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( 14,297,764 )

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

( 8,196,876 )

Balance as of June 30, 2025 (unaudited)

$ ( 22,510,739 )

$ ( 22,510,220 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Stockholders’

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( 4,496,203 )

Accretion of common stock to redemption value

Balance as of June 30, 2024 (unaudited)

$ ( 5,075,539 )

$ ( 5,075,020 )

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

13 unchanged sentences

Due to related party

Deferred tax benefit

Deferred tax liability

Net cash used in operating activities

17 unchanged sentences

Supplemental disclosure of cash flow information:

Income taxes paid

Excise tax payable attributable to redemption of common stock

Accretion of common stock to redemption value

Redemption payments due to redeeming stockholders

Reconciliation of Cash and Restricted Cash:

8 unchanged sentences

the unaudited condensed consolidated financial statements.

NORTHVIEW ACQUISITION CORPORATION

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 1 – Description of Organization and Business Operations

NorthView Acquisition Corporation (the “Company”

or “Northview”) is a blank check company incorporated in Delaware on April 19, 2021.

The Company was formed for the purpose

of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with

one or more businesses (“Business Combination”).

The Company has identified a target company for a business combination and

is consummating the acquisition of Profusa.

The Company has a wholly-owned subsidiary, NV

NorthView Acquisition Corporation (now known

as Profusa, Inc.) (the “Company” or “Northview”) was a blank check company incorporated in Delaware on April

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

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

The Company had a wholly-owned subsidiary, NV

Profusa Merger Sub Inc.

(“Merger Sub”), a Delaware corporation incorporated on October 13, 2022, formed solely in contemplation

of the Merger with Profusa (See Note 6).

Merger Sub has not commenced any operations and has only nominal assets and no liabilities or

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

(“Merger Sub”), a Delaware corporation incorporated on October 13, 2022, which was formed solely

in contemplation of the Merger with Profusa (See below).

In connection with the Merger, which was consummated on July 11, 2025, Merger

Sub is no longer in existence.

Business Combination

On November 7, 2022, the Company, Profusa, Inc.,

a California corporation (“Profusa”) and Merger Sub entered into a Merger Agreement and Plan of Reorganization (as the same

has been amended, supplemented or otherwise modified from time to time, the “Merger Agreement”).

On June 5, 2025 (the “Redemption Date”),

the Company received requests to redeem a total of 52,784 Public Shares (as defined below), representing 32.4 % of the total Public Shares

of the Company outstanding prior to the Redemption Date.

Following the redemption, 5,295,527 Public Shares were outstanding.

At the special meeting of the stockholders held

on June 9, 2025 (the “Special Meeting”), the Company’s stockholders voted to approve the proposals outlined in the

final prospectus and definitive proxy statement filed by the Company with the U.S.

Securities and Exchange Commission (the “SEC”)

on May 15, 2025 (the “Proxy Statement/Prospectus”), including, among other things, the adoption of the Merger Agreement and

approval of the transactions contemplated thereby, including the merger of Merger Sub with and into Profusa, with Profusa continuing

as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Merger”), and the issuance of the Company’s

common stock as consideration thereunder (together with the other transactions contemplated by the Merger Agreement, the “Business

Combination”).

On July 11, 2025 (the “Closing Date”),

the Company closed the Business Combination with Profusa.

As a result of the Business Combination, the Company owns 100 % of the outstanding

common stock of Profusa.

In connection with the closing of the Business

Combination, the Company changed its name from “NorthView Acquisition Corporation” to “Profusa, Inc.”

Business Prior to the Business Combination

On December 22, 2021, the Company consummated

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

Transaction costs amounted to $ 7,959,726 consisting

of $ 3,450,000 of underwriting discount, $ 3,570,576 of Representative’s Shares cost, $ 259,527 of Representative’s Warrants

cost and $ 679,623 of other offering costs.

The Company’s Business Combination must

be with one or more target businesses that together have a fair market value equal to at least 80 % of the value of the assets held in

the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing

a definitive agreement in connection with the initial Business Combination.

However, the Company will only complete a Business Combination

if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

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

Following the closing of the Public Offering

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

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

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

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

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

Except with respect to interest

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

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

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

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

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

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

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

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

Period, subject to applicable law.

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

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

The Company will provide its public stockholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either

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

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

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

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

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

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

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

described herein.

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

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

If the Company is unable to complete an initial

Business Combination within the Combination Period, it will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust account, including interest (which interest shall be net of taxes payable,

and less up to $ 100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption

will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption

rights or liquidating distributions with respect to the Company’s rights and warrants, which will expire worthless if the Company

fails to complete the Business Combination within the Combination Period.

Transaction costs in connection with the IPO

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

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

Following the closing of the IPO on December

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

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

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

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

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

Except with respect to interest earned on the funds held

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

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

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

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

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

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

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

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

applicable law.

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

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

The Company provided its public stockholders with

the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination in connection

with a stockholder meeting called to approve the initial Business Combination.

The decision as to whether the Company will seek stockholder

approval of a proposed initial Business Combination or conduct a tender offer was made by the Company, solely in its discretion.

The stockholders

were entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation

of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding

public shares, subject to the limitations described herein.

The per share amount the Company distributed to investors who properly redeemed

their shares was not reduced by the fee payable to I-Bankers and Dawson James pursuant to the Business Combination Marketing Agreement

(see Note 6).

On March 10, 2023, the Company held a vote to

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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.

the Redemption are shares issued in connection with our IPO (the “Public Shares”).

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

23 unchanged sentences

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

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

Consequently,

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

On May 8, 2024

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

On September 10, 2024, the

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

due to late trust payments.

On September 19, 2024, the Company held an extraordinary general meeting

of stockholders (the “Meeting”).

shares of Common Stock remaining outstanding after the Redemption are Public Shares.

Consequently, the contribution was $ 36,904 per

month needed for the Company to continue to extend the Combination Period monthly.

On May 8, 2024 and May 31, 2024, the Company made

two deposits of $ 36,904 each for April and May extension contributions.

On September 10, 2024, the Company made a deposit of $ 112,114 ,

of which $ 110,714 was for June, July and August extension contributions and $ 1,400 for lost interest due to late trust payments.

On September 19, 2024, the Company held a special

meeting of stockholders (the “Meeting”).

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

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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 December 13,

2024, the Company made a deposit of $ 68,752 for the October and November extension contributions and on December 23, 2024, the Company

made a deposit of 34,376 for the December extension contribution.

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

stockholders in connection with the extension.

On February 27, 2025, the Company made a deposit of $ 49,376 for the January extension contribution

and a portion ($ 15,000 ) of the February extension contribution.

On March 7, 2025, the Company deposited the remainder of the February

extension contribution of $ 19,376 , plus interest.

shares of common stock remaining outstanding after the redemption are Public Shares.

Consequently, the contribution is $ 34,376 per

month needed for the Company to continue to extend the Combination Period monthly.

On December 13, 2024, the Company made a deposit of

$ 68,752 for the October and November extension contributions and on December 23, 2024, the Company made a deposit of 34,376 for the December

extension contribution.

In October 2024, $ 595,439 was paid from the trust account to redeeming stockholders in connection with the extension.

On February 27, 2025, the Company made a deposit of $ 49,376 for the January extension contribution and a portion ($ 15,000 ) of the February

extension contribution.

On March 7, 2025, the Company deposited the remainder of the February extension contribution of $ 19,376 , plus

On March 18, 2025, the Company commenced a special

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after the redemption;

154,561 shares of common stock remaining outstanding after the redemption are shares issued in connection with

our initial public offering.

As a condition of the extension, the Company contributed $ 30,000 to the Trust Account, for the entire extension

period, on March 21, 2025.

Additionally, the stockholders at the meeting approved the amendment of the Company’s charter to remove

the requirement that prevented the Company from redeeming public shares to the extent that it would cause the Company’s net tangible

assets to be less than $ 5,000,001 (the “NTA Requirement”), and our charter was amended on March 21, 2025 to reflect the extension

of the business combination and the removal of the NTA Requirement.

154,561 shares of common stock remaining outstanding after the redemption are Public Shares.

As a condition of

the extension, the Company contributed $ 30,000 to the Trust Account, for the entire extension period, on March 21, 2025.

Additionally,

the stockholders at the meeting approved the amendment of the Company’s charter to remove the requirement that prevented the Company

from redeeming public shares to the extent that it would cause the Company’s net tangible assets to be less than $ 5,000,001 (the

“NTA Requirement”), and our charter was amended on March 21, 2025 to reflect the extension of the business combination and

the removal of the NTA Requirement.

On April 2, 2025, the parties to the Merger Agreement

entered into an Amendment No.

5 to the Merger Agreement (“Amendment No.

5”) pursuant to which Section 9.01 of the Merger Agreement

was amended such that the reference to “March 22, 2025” shall be replaced with “June 22, 2025” by which the Company

must consummate a Business Combination.

On May 8, 2025, the Company entered into a non-redemption agreement

(the “Non-Redemption Agreement”) with I-Bankers Securities, Inc.

and Dawson James Securities, Inc.

(together, the “Investors”),

pursuant to which such Investors agreed that to the extent that redemptions in connection with the vote to approve the Business Combination

reduces the Company’s trust account balance below $1.25 million, the Investors would offer such redeeming shareholders an opportunity

to rescind the redemption of their shares and would instead purchase such shares.

Such purchases would be structured in compliance with

the requirements of Rule 14e-5 under the Exchange Act or would otherwise not constitute a tender offer pursuant to

the Exchange Act.

As of the Closing Date, the Company’s trust account balance was not below $ 1.25 million.

On June 9, 2025, the Company held a special meeting

of stockholders.

At the meeting, the Company’s stockholders approved the Merger Agreement and the actions and transactions contemplated

thereby, including (i) adopt an amended and restated Certificate of Incorporation, to be effective upon closing of the Merger, (ii) approving

certain advisory proposals related to the amended and restated Certificate of Incorporation, (iii) approved the issuance of new shares

of the Company’s Common Stock as merger consideration, (iv) elected new directors, and (v) approved new employee incentive plans.

In connection with the meeting, the holders of 52,784 Public Shares properly exercised their right to redeem, with 5,295,527 shares of

Common Stock remaining outstanding after such redemptions.

On July 1, 2025, the Company filed an amendment

to its Certificate of Incorporation (the “Amendment”) 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 June 22, 2025 to August 22, 2025.

Previously, on June 27, 2025, the

Company had filed a copy of the Amendment with a date that mistakenly referenced “July 22, 2025” rather than “August

22, 2025,” however such filing was corrected in connection with the filing of the Amendment on July 1, 2025.

The Company’s

stockholders approved the Amendment by a supermajority of at least 65 % via written consent on June 27, 2025.

The Company agreed to waive its right to withdraw

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prior to a business combination (the “Dissolution Expense Waiver”).

As a result, the Company will not be able to withdraw

up to $ 100,000 of interest for such dissolution expenses upon liquidation, and such interest will be held in the trust account and no

As a result, the Company was no longer able to withdraw

up to $ 100,000 of interest for such dissolution expenses upon liquidation, and such interest will be held in the trust account and not

be released until the earliest to occur of (i) the completion of the initial business combination, (ii) the redemption of 100 %

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withdraw interest from the Company’s trust account to pay the Company’s tax expenses (the “Tax Expense Waiver”).

As a result, the Company will not be able to withdraw interest in order to pay future tax expenses, and such interest will be held in

the trust account and not be released until the earliest to occur of (i) the completion of the initial business combination, (ii) the

redemption of 100 % of the Offering Shares (as defined below) if the Company is unable to complete its initial Business Combination within

the Extension, and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions of our Charter.

As a result, the Company was no longer able to withdraw interest in order to pay future tax expenses, and such interest will be held

in the trust account and not be released until the earliest to occur of (i) the completion of the initial business combination,

(ii) the redemption of 100 % of the Offering Shares (as defined below) if the Company is unable to complete its initial Business

Combination within the Extension, and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions

of our Charter.

Prior to such announcement, and subsequent to

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account for tax expenses.

All of the Public Shares, or shares of our common

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

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

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

In accordance with SEC and its guidance on redeemable

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

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

Given that the Public Shares were issued with other

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

proceeds determined in accordance with ASC 470-20.

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

If it is probable that the equity instrument

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

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

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

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

All of the Public Shares contain a redemption

feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender

offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate

of incorporation.

In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside

of permanent equity.

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial

carrying value of common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

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

If it is probable that the equity instrument will become redeemable, the Company has the option

to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable

that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in

the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the

end of each reporting period.

The Company has elected to recognize the changes immediately.

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was filed by Nasdaq with the Securities and Exchange Commission, which removed the Company’s securities from on the Nasdaq Stock

The Company’s Common Stock, Rights and Warrants began to be quoted its on the Pink Markets operated on The OTC Market systems

The Company’s Common Stock, Rights and Warrants began to be quoted on the Pink Markets operated on The OTC Market systems

(“OTC Market”) under the symbols “NVAC,” “NVACR” and “NVACW.”

Use of Funds Restricted for Payment of Taxes

From inception to date, the Company has

withdrawn a total of $ 1,484,158 of interest from the Trust Account of which $ 1,452,546 was paid for franchise and income taxes.

the aggregate withdrawals, $ 31,612 was restricted for the payment of the Company’s income taxes.

The Company utilized $ 13,162

of these withdrawals towards funding operating expenses, as well as the monthly extension deposits.

As of March 31, 2025, the

Company has restricted cash of $ 18,450 .

The Company intends to deposit $ 13,162 back into the Trust Account or use the $ 13,162 (or a

portion thereof) for tax obligations until a deposit is made into the trust on a future date.

From inception to date, the Company has withdrawn a total of $ 1,484,219 of interest from the Trust Account of which $ 1,453,297 was paid

for franchise and income taxes.

Of the aggregate withdrawals, $ 30,922 was restricted for the payment of the Company’s income taxes.

The Company utilized $ 29,171 of these withdrawals towards funding operating expenses, as well as the monthly extension deposits.

June 30, 2025, the Company has restricted cash of $ 1,751 .

The Company intends to deposit $ 29,171 back into the Trust Account or use the

$ 29,171 (or a portion thereof) for tax obligations until a deposit is made into the trust on a future date.

Liquidity and Going Concern

As of March 31, 2025, the Company had $ 18,450

As of June 30, 2025, the Company had $ 1,751

in restricted cash and a working capital deficit of $ 15,492,554 .

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The Company had principal outstanding of $ 1,919,796

and is presenting the Note at fair value on its balance sheet at March 31, 2025 in the amount of $ 9,133,382 .

As of March 31, 2025, no

and is presenting the Note at fair value on its balance sheet at June 30, 2025 in the amount of $ 10,288,111 .

As of June 30, 2025, no

amounts were repaid against the loan.

The Company has until June 22, 2025 to consummate

a Business Combination.

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

The Company incurred

significant costs in pursuit of its Business Combination.

As part of the closing, the Company had cash inflows of $ 1.3 million from the

Trust Account, net of redemptions, and the $ 9 million net PIPE convertible note.

Cash outflows included marketing fees and vendor payments

which totaled $ 3.4 million due at closing.

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

with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that subsequent to the closing

of the Merger, there continues to be factors which raise substantial doubt about the Company’s ability to continue as a going concern

within one year from the date the condensed consolidated financial statements are issued.

The condensed consolidated financial statements

do not contain any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

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for a total of $ 6,510,830 .

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

31, 2025 and December 31, 2024, the Company has a charge to stockholders’ deficit of $ 1,946,052 and $ 1,880,944 of excise tax liability,

including $ 65,108 and $ 16,838 charged during the periods ended March 31, 2025 and December 31, 2024, calculated as 1 % of the value of

On June 16, 2025, the Company’s stockholders redeemed 52,784 shares for a total of $ 661,012 .

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

As of June 30, 2025 and December 31, 2024, the

Company has a charge to stockholders’ deficit of $ 1,952,662 and $ 1,880,944 of excise tax liability, including $ 71,718 and $ 16,838

charged during the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, calculated as 1 % of the value of

shares redeemed.

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

to the procedure and administration of the Excise Tax.

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

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

As of March 31, 2025 and the date of this

report, the excise tax was not paid and was recorded as excise tax payable.

Any amount of such Excise Tax not paid in full, could be subject

to additional interest and penalties which are currently estimated at 7 % interest per annum and a 0.5 % underpayment penalty per month

or portion of a month up to 25 % of the total liability for any amount that is unpaid.

As of March 31, 2025 and December 31, 2024, $ 1,946,052 and $ 1,880,944

in excise tax was accrued on the accompanying condensed consolidated balance sheets, respectively.

On January 29, 2025, the Company claimed

disaster relief under IRC Section 7508A relating to Hurricane Beryl as announced in IRS Announcement TX-2024-08.

Under the disaster

relief claim, the time for filing of the September 30, 2024 Quarterly Federal Excise Tax Return and payment of the 2023 excise taxes on

repurchases of corporate stock normally due on October 31, 2024 should be postponed to February 3, 2025.

The Company was not subject to

excise tax interest and penalties until February 3, 2025.

On January 29, 2025, the Company filed their 2024 excise tax return.

Company did not repay the excise tax in full by March 31, 2025.

As of March 31, 2025, the Company accrued approximately $ 39,000 interest

and penalties in the accompanying condensed consolidated statement of operations.

On July 3, 2024, the Treasury issued final regulations

with respect to the procedure and administration of the Excise Tax.

These regulations provided that the filing and payment deadline for

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

As of June 30, 2025 and

the date of this report, the excise tax was not paid and was recorded as excise tax payable.

Any amount of such Excise Tax not paid in

full, could be subject to additional interest and penalties which are currently estimated at 7 % or 9 % interest per annum and a 0.5 % underpayment

penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid.

As of June 30, 2025 and December 31, 2024, $ 1,952,662

and $ 1,880,944 in excise tax was accrued on the accompanying condensed consolidated balance sheets, respectively.

On January 29, 2025,

the Company claimed disaster relief under IRC Section 7508A relating to Hurricane Beryl as announced in IRS Announcement TX-2024-08.

Under the disaster relief claim, the time for filing of the September 30, 2024 Quarterly Federal Excise Tax Return and payment of the

2023 excise taxes on repurchases of corporate stock normally due on October 31, 2024 should be postponed to February 3, 2025.

was not subject to excise tax interest and penalties until February 3, 2025.

On January 29, 2025, the Company filed their 2024

excise tax return.

The Company did not repay the excise tax in full by June 30, 2025.

As of June 30, 2025, the Company accrued approximately

$ 105,970 interest and penalties in the accompanying condensed consolidated statements of operations.

Note 2 – Significant Accounting Policies

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and results for the periods presented.

The interim results for the three months ended March 31, 2025 are not necessarily indicative of

the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative

of the results to be expected for the year ending December 31, 2025 or for any future periods.

The accompanying unaudited condensed consolidated

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with an original maturity of three months or less when purchased to be cash equivalents.

At March 31, 2025 and December 31, 2024, the

At June 30, 2025 and December 31, 2024, the

Company had $ 1,751 and $0 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved for

the payment of income and state franchise taxes.

The Company did not have any cash equivalents as of March 31, 2025 and December 31, 2024.

The Company did not have any cash equivalents as of June 30, 2025 and December 31, 2024.

Cash Held in Trust Account

At March 31, 2025 and December 31, 2024, substantially

At June 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank.

During the three months ended March 31, 2025, pursuant

During the six months ended June 30, 2025, pursuant

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

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and income taxes.

During the three months ended March 31,

2024, pursuant to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust

Company (“CST”), the trustee of the Trust Account, $ 28,484 of interest income from the Trust Account was withdrawn by

the Company for the payment of franchise and income taxes.

March 31, 2025

During the six months ended June 30, 2024, pursuant

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

the trustee of the Trust Account, $ 204,460 of interest income from the Trust Account was withdrawn by the Company for the payment of

franchise and income taxes.

On December 21, 2023, the Company held a special

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period, on March 21, 2025.

As of March 31, 2025, all of the Trust assets

were classified as noncurrent assets.

On July 1, 2025, the Company filed the Amendment 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 June 22, 2025 to August 22, 2025.

In connection with the

special meeting of stockholders to approve the Business Combination, stockholders of the Company redeemed 52,784 shares of common stock

for an aggregate amount of $ 661,012 .

As of June 30, 2025, $ 1,274,549 of the Trust

assets were classified as noncurrent assets and $ 661,012 of the Trust assets due to redeeming stockholders were classified as current

As a result of the Business Combination, the $ 661,012 due to redeeming stockholders was paid at the Closing.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities approximates

the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature,

except for the warrant liabilities, convertible promissory note, and securities purchase agreement.

The fair value of the Company’s assets

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

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

The Company accounts for income taxes under ASC

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

March 31, 2025 and December 31, 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

June 30, 2025 and December 31, 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty

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

There were no interest and penalty expenses incurred

during the three months ended March 31, 2025 and 2024.

The Company incurred $ 340 and no amount of interest

and penalty expenses during the three and six months ended June 30, 2025 and 2024, respectively.

The Company has identified the United States

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Securities Purchase Agreement

The fair value of the Company’s securities purchase agreement

is valued using Monte Carlo models 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.

The instrument is subject to re-measurement at

each balance sheet date, with changes in fair value recognized in the condensed consolidated statements of operations.

The fair value of the Company’s securities

purchase agreement is valued using Monte Carlo models 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.

The instrument is subject

to re-measurement at each balance sheet date, with changes in fair value recognized in the condensed consolidated statements of operations.

Warrant Liabilities

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

shares were excluded from diluted earnings per share for the three months ended March 31, 2025 and 2024 because the warrants are contingently

exercisable, and the contingencies have not yet been met.

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

net loss per share of common stock for the periods presented.

The table below presents a reconciliation of the numerator and denominator

used to compute basic and diluted net loss per share for each category of common stock:

shares were excluded from diluted earnings per share for the three and six months ended June 30, 2025 and 2024 because the warrants are

contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net loss per share of common stock is the

same as basic net loss per share of common stock for the periods presented.

The table below presents a reconciliation of the numerator

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

The table below presents a reconciliation of

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Basic and diluted net loss per share:

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$ ( 685,851 )

$ ( 8,630,935 )

$ ( 159,563 )

$ ( 1,058,201 )

Weighted-average shares outstanding

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

As of March 31, 2025 and December 31, 2024, the

As of June 30, 2025 and December 31, 2024, the

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

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Contingently redeemable common stock, March 31, 2025

Redemption payment due to stockholders

Accretion of redeemable common stock

Contingently redeemable common stock, June 30, 2025

Recently Issued Accounting Standards

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of $ 2.22 per share at the election of the sponsor.

As of March 31, 2025 and December 31, 2024, the Company had principal outstanding

of $ 1,919,796 and is presenting the Note at fair value on its balance sheet at March 31, 2025 and December 31, 2024 in the amount of

As of June 30, 2025 and December 31, 2024, the Company had principal outstanding

of $ 1,919,796 and is presenting the Note at fair value on its balance sheet at June 30, 2025 and December 31, 2024 in the amount of $ 10,288,111

and $ 8,908,052 , respectively.

The Company has deferred the repayment of the Note to six months after the Closing.

Securities Purchase Agreement

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the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Investor”).

Pursuant to the SPA, the Investor is expected, subject to the conditions relating to such purchase set forth in the SPA, to purchase from

the Company’s senior secured convertible promissory notes (“Ascent Note”) in an aggregate principal amount of up to

$ 22,222,222 for a purchase price of up to $ 20,000,000 , after a 10 % original issue discount (“OID”).

As of March 31, 2025 and

December 31, 2024, the Company is presenting the Ascent Note at fair value on its balance sheet at March 31, 2025 and December 31, 2024

Pursuant to the SPA, the Investor is expected, subject to the conditions relating to such purchase set forth in the SPA, to purchase

from the Company’s senior secured convertible promissory notes (“Ascent Note”) in an aggregate principal amount of

up to $ 22,222,222 for a purchase price of up to $ 20,000,000 , after a 10 % original issue discount (“OID”).

As of June 30,

2025 and December 31, 2024, the Company is presenting the Ascent Note at fair value on its balance sheet at June 30, 2025 and December

31, 2024 in the amount of $ 193,878 and $0, respectively (See details on Note 6).

As a result of the Business Combination, pursuant

to the SPA, the Company issued a PIPE Convertible Note in the principal amount of $ 10,000,000 (the “Initial Note”) for a

purchase price of $ 9,000,000 , reflecting a 10 % OID.

The Initial Note matures on the date that is 18-months from the Closing and is convertible

at any time at the Investor’s option at a conversion price equal to the lower of $ 10 or 95 % of the lowest daily volume-weighted

average price per share of the post-combination company common stock in the 10 trading days prior to the original issue date of the Initial

Note and shall be adjusted, without limitation, based on down-round and most-favored nation (MFN) price and terms protections (the “Conversion

Related Party Loans

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and exercise period.

At March 31, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans, other than

At June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans, other than

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

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

For the three months ended March

31, 2025 and 2024, $ 0 had been incurred and billed relating to the administrative service fee, respectively.

As of March 31, 2025 and

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

For the three and six months ended

June 30, 2025 and 2024, $ 0 had been incurred and billed relating to the administrative service fee, respectively.

As of June 30, 2025

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

Advances from Profusa

For the three months ended March 31, 2025 and

2024, Profusa agreed to advance funds to the Company to pay for operating expenses.

As of March 31, 2025 and December 31, 2024, there

For the three and six months ended June 30, 2025

and 2024, Profusa agreed to advance funds to the Company to pay for operating expenses.

As of June 30, 2025 and December 31, 2024, there

was $ 1,299,040 and $ 791,407 , respectively owed to Profusa, which is due upon demand or at the completion of the Business Combination.

Due to Related Party

As of March 31, 2025 and December 31, 2024, $ 50,000 relating to the

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

On February 24, 2025, the Company paid costs on behalf of

its Sponsor which reduced the balance due by $ 8,820 .

As of June 30, 2025 and December 31, 2024, $ 50,000

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

On February 24, 2025, the Company paid

costs on behalf of its Sponsor which reduced the balance due by $ 8,820 .

Note 6 – Commitments and Contingencies

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by the parties such that the Company will be required to pay $ 2,000,000 , payable in cash, if a business combination is consummated.

a result of the Business Combination, I-Bankers was paid $ 900,000 and Dawson James was paid $ 600,000 under the Business Combination marketing

The payment of the remaining $ 500,000 has been deferred until after the Closing.

Non-Redemption Agreement

On May 8, 2025, the Company entered into a non-redemption agreement

(the “Non-Redemption Agreement”) with I-Bankers Securities, Inc.

and Dawson James Securities, Inc.

(together, the “Investors”),

pursuant to which such Investors agreed that to the extent that redemptions in connection with the vote to approve the Business Combination

reduces the Company’s trust account balance below $ 1.25 million, the Investors would offer such redeeming shareholders an

opportunity to rescind the redemption of their shares and would instead purchase such shares.

Such purchases would be structured in compliance

with the requirements of Rule 14e-5 under the Exchange Act or would otherwise not constitute a tender offer pursuant

to the Exchange Act.

As of the Closing Date, the Company’s trust account balance was not below $ 1.25 million.

Representative’s Shares

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subsidiary of NorthView.

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

The Business Combination is subject to customary

closing conditions, including the satisfaction of the minimum available cash condition 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.

On February 11, 2025, the parties to the Merger

Agreement entered into Amendment No.

4 to the Merger Agreement (the “Amendment”) pursuant to which the parties agreed to

revise the Company Reference Value (as defined in the Merger Agreement) to adjust for financing proceeds received by Profusa prior to

the Business Combination, along with debt conversions and incentive shares to be issued.

Additionally, the Amendment (i) revised the

definition of “Milestone Event III” such that the parties extended the period for Profusa to consummate the APAC Joint Venture

(as defined in the Merger Agreement) and receive the related funding from December 31, 2024 until December 31, 2025, and (ii) revised

the definition of “Milestone Event IV” to change the earnout revenue target from $ 99,702,000 for the fiscal year ended December

31, 2025 to an earnout revenue target of $ 11,864,000 for the fiscal year ended December 31, 2026.

Advisory Agreement

At the Special Meeting held on June 9, 2025,

the Company’s stockholders voted to approve the proposals outlined in the Proxy Statement/Prospectus, including, among other things,

the adoption of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement, including the merger of Merger

Sub with and into Profusa, with Profusa continuing as the surviving corporation and as a wholly-owned subsidiary the Company, and the

issuance of the Company’s common stock as consideration thereunder.

On July 11, 2025, the Closing was completed.

In connection with the Closing, the Company changed

its name to “Profusa, Inc.”

Advisory Agreements

On December 19, 2024, the Company engaged A.G.P

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be calculated from the face value of notes issued, which is payable at the close of a Business Combination.

If the Business Combination

does not successfully close, A.G.P.

will not be entitled to any cash fee.

On June 17, 2025, the Company

entered a settlement agreement with A.G.P.

for the Cash Fee of $ 968,000 related to the debt private placement (the “Offering”)

that was issued at the Closing.

Pursuant to the settlement agreement, as a result of the Business Combination, the Company paid A.G.P.

$ 550,000 at the Closing and the remaining $ 418,000 of the fees was deferred and due on the earlier of (i) the second tranche of the debt

private placement being issued and (ii) December 31, 2025.

The Company also agreed to reimburse A.G.P.

$ 50,000 for expenses incurred

in connection with the offering.

On June 15, 2023, the Company engaged the Benchmark Company LLC (“Benchmark”)

to provide advisory services related to the Business Combination and the Convertible Notes.

The Company was to pay Benchmark at the closing

of the Business Combination an advisory fee of $ 750,000 in two tranches.

The first tranche will be $ 500,000 earned upon the closing of

the Business Combination in the surviving public entity’s common stock (“Tranche 1”).

The number of shares to be issued

is calculated on the 30 th day following the Closing by dividing $ 500,000 and the trailing 5-day VWAP of the Company’s

common stock as calculated by Bloomburg with a minimum price of $ 2.00 .

The second tranche will be $ 250,000 , at the Company’s

option, in either cash or in the surviving entity’s common shares calculated by dividing $ 250,000 by the lowest trailing 5-day

VWAP in the prior 30 days (“Tranche 2”).

Upon funding of the Convertible Notes by investors introduced by Benchmark, the

Company will pay to Benchmark fees in cash equal to 5 % of the net proceeds of any Convertible Note draw at the time of funding of such

draw (“Arrangement Fees”).

The Tranche 2 fee shall be reduced by the amount of any fees paid to Benchmark for other transactions

during the Term other than Arrangement Fees associated with Convertible Notes, after the Business Combination, up to $ 250,000 .

of the Business Combination, Benchmark was paid in shares of the post-combination company in the amount of $ 500,000 .

Securities Purchase Agreement

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the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Investor”).

Pursuant to the SPA, the Investor is expected, subject to the conditions relating to such purchase set forth in the SPA, to purchase from

the Company’s senior secured convertible promissory notes in an aggregate principal amount of up to $ 22,222,222 (the “Convertible

Pursuant to the SPA, the Investor is expected, subject to the conditions relating to such purchase set forth in the SPA, to purchase

from the Company’s senior secured convertible promissory notes in an aggregate principal amount of up to $ 22,222,222 (the “Convertible

Notes”) for a purchase price of up to $ 20,000,000 , after a 10 % original issue discount (“OID”).

The SPA contemplates

that the Convertible Notes will be purchased in multiple tranches:

(i) The initial closing amount of $ 9,000,000 will be purchased, subject to the conditions set forth in the SPA, at the consummation (the “Initial Closing Date”)

of the Business Combination.

The Convertible Notes to be issued by the Company on the Initial Closing Date will be in an aggregate principal

amount of $ 10,000,000 .

(ii) Prior to the one-year anniversary of the Initial Closing Date,

subject to the conditions set forth in the SPA, the Company may request that the Investor purchase additional Convertible Notes having

an aggregate principal amount of up to $ 12,222,222 at a purchase price of $ 11,000,000 (reflecting a 10 % OID), as follows:

(a) Provided a registration statement has been filed for the shares

underlying the Initial Note, shares of combined company common stock, par value $ 0.0001 (“New Profusa Common Stock”) have

traded a volume of at least 15,000,000 shares in the aggregate, and no default or event of default has occurred, the Company may call

and thereby require the Investor to purchase Convertible Notes in the aggregate principal amount of $ 2,222,222 for a purchase price of

$ 2,000,000 (reflecting a 10 % OID) (“Second Purchase”);

(b) Provided a registration statement is effective for the shares

underlying the Initial Note, New Profusa Common Stock has traded a volume of at least $ 35,000,000 in the aggregate after the $ 2,000,000

Second Purchase has closed, no default or event of default has occurred and the stock has traded at a trading price of no less than $ 4.00

for a period of five trading days preceding such purchase, the Company may call and thereby require the Investor to purchase Convertible

Notes in the aggregate principal amount of $ 5,555,555 for a purchase price of $ 5,000,000 (reflecting a 10 % OID);

and thereby require the Company to sell an additional Convertible Note having an aggregate principal amount of $ 4,444,444 at a purchase

price of $ 4,000,000 (reflecting a 10 % OID) to be purchased at any time within 12 months of the Initial Closing.

As a result of the

Business Combination, pursuant to the SPA, the Company issued a Convertible Note in the principal amount of $ 10,000,000 (the “Initial

Note”) for a purchase price of $ 9,000,000 , reflecting a 10 % OID.

The Initial Note matures on the date that is 18-months from the

closing of the Business Combination and is convertible at any time at the Investor’s option at a conversion price equal to the

lower of $10 or 95% of the lowest daily volume-weighted average price per share of the post-combination company common stock in the 10

trading days prior to the original issue date of the Initial Note and shall be adjusted, without limitation, based on down-round and

most-favored nation (MFN) price and terms protections (the “Conversion Price”).

The SPA contemplates that additional Convertible

Notes will be purchased in multiple tranches:

to the one-year anniversary of the Initial Closing Date, subject to the conditions set forth in the SPA, the Company may request that

the Investor purchase additional Convertible Notes having an aggregate principal amount of up to $ 12,222,222 at a purchase price of $ 11,000,000

(reflecting a 10 % OID), as follows:

a registration statement has been filed for the shares underlying the Initial Note, shares of combined company common stock, par value

$ 0.0001 (“New Profusa Common Stock”) have traded a volume of at least 15,000,000 shares in the aggregate, and no default

or event of default has occurred, the Company may call and thereby require the Investor to purchase Convertible Notes in the aggregate

principal amount of $ 2,222,222 for a purchase price of $ 2,000,000 (reflecting a 10 % OID) (“Second Purchase”);

a registration statement is effective for the shares underlying the Initial Note, New Profusa Common Stock has traded a volume of at

least $ 35,000,000 in the aggregate after the $ 2,000,000 Second Purchase has closed, no default or event of default has occurred and the

stock has traded at a trading price of no less than $ 4.00 for a period of five trading days preceding such purchase, the Company may

call and thereby require the Investor to purchase Convertible Notes in the aggregate principal amount of $ 5,555,555 for a purchase price

of $ 5,000,000 (reflecting a 10 % OID);

Investor at its sole discretion may call from the Company and thereby require the Company to sell an additional Convertible Note having

an aggregate principal amount of $ 4,444,444 at a purchase price of $ 4,000,000 (reflecting a 10 % OID) to be purchased at any time within

12 months of the Initial Closing.

As a result of the Business Combination, the

Company paid $ 90,000 at the Closing to an advisor for legal services in connection with the issuance of the Convertible Note.

Note 7 – Stockholders’ Deficit

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

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024, there was no preferred stock issued or outstanding.

Common Stock — The

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

2021, the Company issued 5,175,000 shares of common stock to its Sponsor for $ 25,000 , or approximately $ 0.005 per

In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no

consideration 862,500 shares of common stock.

On December 20, 2021, the Company effected a 1.1-

for-1 stock dividend of its common stock , resulting in an aggregate of 4,743,750 Founder Shares issued and

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

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

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

As of March 31, 2025 and

December 31, 2024, there were 5,193,750 shares of common stock issued and outstanding, excluding 154,561 and 687,519

shares of common stock subject to redemption, respectively.

Common Stock — The Company

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

In April 2021, the

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

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

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

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

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

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

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

June 30, 2025 and December 31, 2024, there were 5,193,750 shares of common stock issued and outstanding, excluding 101,777

and 687,519 shares of common stock subject to redemption, respectively.

Common stockholders of record are entitled to

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The following tables present information about

the Company’s assets and liabilities that are measured at fair value on March 31, 2025 and December 31, 2024, and indicates the

the Company’s assets and liabilities that are measured at fair value on June 30, 2025 and December 31, 2024, and indicates the

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

Cash and marketable securities held in trust

Cash held in trust

Warrant liabilities – Public Warrants

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Securities Purchase Agreement

Cash and marketable securities held in trust

Cash held in trust

Warrant liabilities – Public Warrants

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model for the initial valuation of the Public Warrants.

The subsequent measurement of the Public Warrants at March 31, 2025 and December

The subsequent measurement of the Public Warrants at June 30, 2025 and December

31, 2024 was classified as Level 2 due to the lack of an active market.

As of March 31, 2025 and December 31, 2024, the aggregate value

As of June 30, 2025 and December 31, 2024, the aggregate value

of Public Warrants was $ 3,795,000 and $ 379,500 , respectively.

12 unchanged sentences

The key inputs into the Monte Carlo simulation

model for the warrant liabilities were as follows at March 31, 2025 and December 31, 2024:

Risk-free interest

model for the warrant liabilities were as follows at June 30, 2025 and December 31, 2024:

Risk-free interest rate

Expected term (years)

3 unchanged sentences

The key inputs into the Monte Carlo simulation

model for the convertible promissory note were as follows at March 31, 2025 and December 31, 2024:

Risk-free interest

model for the convertible promissory note were as follows at June 30, 2025 and December 31, 2024:

Risk-free interest rate

Expected term (years)

3 unchanged sentences

The key inputs into the Monte Carlo simulation

model for the securities purchase agreement were as follows at March 31, 2025 and December 31, 2024:

model for the securities purchase agreement were as follows at June 30, 2025 and December 31, 2024:

Risk-free interest rate

5 unchanged sentences

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

the three months ended March 31, 2025 and 2024:

the three and six months ended June 30, 2025 and 2024:

Representative’s

2 unchanged sentences

Fair value at March 31, 2025

Change in fair value of warrant liabilities

Fair value at June 30, 2025

Representative’s

2 unchanged sentences

Fair value at March 31, 2024

Note – related party

Change in fair value of warrant liabilities

Fair value at June 30, 2024

Note – related

Fair value at December 31, 2024

1 unchanged sentence

Fair value at March 31, 2025

Note – related party

Change in fair value of convertible promissory note

Fair value at June 30, 2025

Convertible Promissory Note

Fair value at December 31, 2023

Proceeds received through convertible promissory note

Principal proceeds

Change in fair value of convertible promissory note

Fair value at March 31, 2024

Proceeds received through convertible promissory note

Change in fair value of convertible promissory note

Fair value at June 30, 2024

The fair value of the Company’s convertible

18 unchanged sentences

Fair value at March 31, 2025

Change in fair value of securities purchase agreement

Fair value at June 30, 2025

The Company utilizes a Monte Carlo model to estimate

1 unchanged sentence

value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the conversion feature are

recognized as non-cash gains or losses in the accompanying condensed consolidated statements of operations.

Changes in the estimated fair value of the conversion feature

are recognized as non-cash gains or losses in the accompanying condensed consolidated statements of operations.

The key assumptions in the model relate to expected

share-price volatility, risk-free interest rate, exercise price, expected term and the probability of occurrence of the transaction.

expected volatility was based on the average volatility of special purpose acquisition companies that are searching for an acquisition

The expected volatility was based on the average volatility of special purpose acquisition companies that are searching for an acquisition

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

18 unchanged sentences

When evaluating the Company’s performance and making

key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss and total assets, which

include the following:

key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss and total assets, which include

the following:

Trust Account

Restricted Cash

Three Months Ended

General and administrative expenses

Interest earned on the Trust Account

The key measures of segment profit or loss

reviewed by our CODM are interest earned on the Trust Account and general and administrative expenses.

The CODM reviews interest earned

on the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust

Account funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by

the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

For the Three Months Ended

For the Six Months Ended

Formation and operating costs

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

The key measures of segment profit or loss reviewed

by our CODM are interest earned on the Trust Account and general and administrative expenses.

The CODM reviews interest earned on the

Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account

funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM

to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs

5 unchanged sentences

condensed consolidated financial statements, other than as previously disclosed, and as described below.

On April 2, 2025, the parties to the Merger Agreement entered into

an Amendment No.

5 to the Merger Agreement (“Amendment No.

5”) pursuant to which Section 9.01 of the Merger Agreement is hereby

amended such that the reference to “March 22, 2025” shall be replaced with “June 22, 2025” by which the Company

must consummate a Business Combination.

On April 30, 2025, Marcum informed the Company

that Marcum resigned as the Company’s independent registered public accounting firm.

Also on April 30, 2025, the Company, with

the approval of the Audit Committee of the Registrant’s Board of Directors, engaged CBIZ CPAs P.C.

as the Company’s independent

registered public accounting firm.

On May 8, 2025, the Company entered into a non-redemption agreement

(the “Non-Redemption Agreement”) with I-Bankers Securities, Inc.

and Dawson James Securities, Inc.

(together, the “Investors”),

pursuant to which such Investors agreed that to the extent that redemptions in connection with the vote to approve the Business Combination

reduces the Company’s trust account balance below $ 1.25 million, the Investors would offer such redeeming shareholders an

opportunity to rescind the redemption of their shares and would instead purchase such shares.

Such purchases would be structured in compliance

with the requirements of Rule 14e-5 under the Exchange Act or would otherwise not constitute a tender offer pursuant

to the Exchange Act.

On June 9, 2025, the Company held its a special

meeting of stockholders.

At the meeting, the Company’s stockholders approved Merger Agreement and the actions and transactions contemplated

thereby, including (i) adopt an amended and restated Certificate of Incorporation, to be effective upon closing of the Merger (ii) approving

certain advisory proposals related to the amended and restated Certificate of Incorporation, (iii) approved the issuance of new shares

of the Company’s Common Stock as merger consideration, (iv) elected new directors, and (v) approved new employee incentive plans.

In connection with the meeting, the holders of

52,784 Public Shares properly exercised their right to redeem, with 5,295,527 shares of Common Stock remaining outstanding after such

Consummation of Business Combination

On July 11, 2025, the Company, consummated its

previously announced Business Combination Profusa, pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of

November 7, 2022 (as the same has been amended, supplemented or otherwise modified from time to time, the “Merger Agreement”),

between the Company, Profusa, and NV Profusa Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company

(“Merger Sub” and, collectively, the “Parties”).

The consummation of the Business Combination involved the merger

(the “Merger”) of Merger Sub with and into Profusa, pursuant to which, at the closing of the transactions contemplated by

the Merger Agreement (the “Closing”), the separate corporate existence of Merger Sub ceased, with Profusa as the surviving

corporation becoming a wholly-owned subsidiary of the Company, pursuant to the terms of the Merger Agreement and in accordance with the

As a result of the Business Combination, the Company owns 100 % of the outstanding common stock of Profusa.

In connection with the

closing of the Business Combination, the Company changed its name from “NorthView Acquisition Corporation” to “Profusa,

Securities Purchase Agreement

On July 28, 2025, the Company entered into a Securities Purchase Agreement

(the “Purchase Agreement”) with Ascent Partners Fund LLC (the “Purchaser”).

Pursuant to the terms and conditions

set forth in the Purchase Agreement, the Company may, from time to time and at its discretion, issue and sell to the Purchaser shares

of its common stock (the “Purchased Securities”) for an aggregate purchase price of up to $ 100,000,000 (the “Maximum

Aggregate Purchase Price”), subject to certain limitations and conditions described below.

Under the Purchase Agreement, the Company may deliver advance notices

(each, an “Advance Notice”) to the Purchaser to request the purchase of shares of common stock, with each closing (a “Closing”)

to occur on a trading day following the end of a 10 or fewer trading day valuation period commencing on the trading date immediately

following the delivery of the Advance Notice, or as determined by the Purchaser.

The purchase price per share at each Closing will be

equal to 97 % of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the applicable

valuation period, subject to a floor price and other adjustments as set forth in the Purchase Agreement.

The maximum purchase price at

any single Closing is limited to the lower of (a) $ 5,000,000 or (b) 100 % of the average daily traded value of the common stock for the

five trading days immediately preceding such Closing.

The Purchase Agreement contains certain limitations, including that

the aggregate number of shares issued under the Purchase Agreement may not exceed the number of shares registered under the applicable

registration statement or the exchange cap (generally 19.9 % of the Company’s outstanding common stock as of the effective date),

unless stockholder approval is obtained or as otherwise permitted by the rules of the principal trading market.

In addition, the Purchaser’s

beneficial ownership of the Company’s common stock is limited to 9.99 % of the outstanding shares immediately after giving effect

to any issuance.

The Purchase Agreement also provides for the issuance of a warrant

to the Purchaser for the purchase of 900,000 shares of common stock, and includes a Registration Rights Agreement, Lock-Up Agreements

from the Company’s officers and directors, and a Transfer Agent Instruction Letter.

The Company is required to reserve sufficient

shares of common stock to satisfy its obligations under the Purchase Agreement and to maintain the listing of its common stock on its

principal trading market.

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

What changed 10-Q

Item 1. Financial Statements