What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-06-13 · 134 added, 73 removed, 393 unchanged (35% of the section changed)

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

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

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 for the significant costs incurred to complete the Business Combination.

Business Combination

On November 7, 2022, NorthView entered into a

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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

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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.

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.

Merger Agreement Amendment and Termination

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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.

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 July 11, 2025, we completed our Business Combination

with Profusa.

Extension of Our Combination Period

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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.

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

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.

Promissory Note

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of the sponsor.

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

Nasdaq Delisting

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Use of Funds Restricted for Payment of Taxes

From inception to date, we have 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.

Of the aggregate

withdrawals, $31,612 was restricted for the payment of our income taxes.

We utilized $13,162 of these withdrawals towards funding

operating expenses, as well as the monthly extension deposits.

As of March 31, 2025, we have restricted cash of $18,450.

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, we have withdrawn a total of $1,484,218 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 our income taxes.

We utilized $29,171 of these

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

As of June 30, 2025, we have restricted cash

We intend 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.

Results of Operations

As of March 31, 2025, we had not commenced any

All activity for the period from April 19, 2021 (inception) through March 31, 2025 relates to our formation and the Initial

As of June 30, 2025, we had not commenced any

All activity for the period from April 19, 2021 (inception) through June 30, 2025 relates to our formation and the Initial

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

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

For the three months ended March 31, 2025, we

For the three months ended June 30, 2025, we

had net loss of $8,196,876, which consisted of operating costs of $967,084, change in fair value of our warrant liabilities of $5,917,445,

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agreement of $170,391 offset by interest income on cash held in the Trust Account of $15,159.

For the three months ended March 31, 2024, we

For the six months ended June 30, 2025, we had

net loss of $9,316,786, which consisted of operating costs of $1,550,665, change in fair value of our warrant liabilities of $6,265,530,

income tax provision of $21,738, change in fair value of convertible note of $1,380,059, and change in fair value of securities purchase

agreement of $193,878 offset by interest income on cash held in the Trust Account of $95,084.

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

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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.

Liquidity and Going Concern

As of March 31, 2025, we had $18,450 in restricted

As of June 30, 2025, we had $1,751 in restricted

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

For the three months March 31, 2025, cash used

in operating activities was $362,441.

For the six months June 30, 2025, cash used in

operating activities was $501,614.

Net loss of $9,316,786 was impacted primarily by trust interest income of $95,084, change in fair

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during such period.

For the three months March 31, 2025, cash provided

For the six months June 30, 2025, cash provided

by investing activities included $99,285 of extension payments made to the trust, $78,813 of reimbursement from the trust of franchise

and income tax payments and cash withdrawn from the trust of $6,510,830 in relation to stock redemptions.

For the three months March 31, 2025, cash used

in financing activities included $385,158 of an advance from Profusa and $6,510,830 paid out in relation to stock redemptions.

For the three months ended March 31, 2024, cash

For the six months June 30, 2025, cash used in

financing activities included $507,633 of an advance from Profusa and $6,510,830 paid out in relation to stock redemptions.

For the six months ended June 30, 2024, cash

used in operating activities was $675,730.

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

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

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

For the three months ended March 31, 2024, cash

provided by investing activities included $125,051 of extension payments made to the trust, $28,484 of reimbursement from the trust of

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

For the three months ended March 31, 2024, cash

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

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.

Prior to the completion of the initial public

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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 and December 31, 2024 in the amount of $9,133,382 and $8,908,052, respectively.

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.

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 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

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

continue 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.

Off-Balance Sheet Financing Arrangements

We did not have any off-balance sheet arrangements

as of March 31, 2025 and December 31, 2024.

as of June 30, 2025 and December 31, 2024.

Contractual Obligations

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

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

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

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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.

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.

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.

NorthView previously engaged I-Bankers as an

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payable in cash, if a business combination is consummated.

As a result of the Business Combination, I-Bankers was paid $900,000 and Dawson

James was paid $600,000 under the Business Combination marketing agreement.

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

after the Closing.

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

to serve as the placement agent in connection with a proposed business combination transaction.

The Company shall pay to A.G.P.

fee (the “Cash Fee”) equal to 9.0% in a convertible note offering, note, or other similar equity-linked offerings, and shall

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

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”)

to be issued at the Closing.

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

at the Closing and the remaining $418,000 of the fees were 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.

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.

As a result of the Business Combination, Benchmark was paid in shares of the post-combination company in the amount of

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.

Critical Accounting Estimates

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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 instrument is subject to re-measurement

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

Recent Accounting Standards

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis