Financial Performance - For the three months ended September 30, 2025, the company incurred a net loss of $22.2 million, compared to a net loss of $2.5 million for the same period in 2024, representing an increase of 788% [200]. - For the nine months ended September 30, 2025, the company incurred a net loss of $27.3 million, compared to a net loss of $7.0 million for the same period in 2024, indicating a 289% increase [200]. - Net loss increased to $22,192,000 in Q3 2025 from $2,497,000 in Q3 2024, a change of 789% [224]. - The company has incurred recurring annual losses since inception, indicating ongoing financial challenges [200]. - The company’s net loss for the nine months ended September 30, 2025, was $27.3 million, adjusted for non-cash charges of $10.7 million [247]. Cash Flow and Financing - The company reported cash used in operating activities of $11.1 million for the nine months ended September 30, 2025, compared to $1.8 million for the same period in 2024, reflecting a significant increase in cash burn [200]. - The company obtained net cash from financing activities of $14.9 million for the nine months ending September 30, 2025, compared to $1.8 million for the same period in 2024, showing a substantial increase in financing [201]. - Cash provided by financing activities was $14.9 million for the nine months ended September 30, 2025, compared to $1.8 million in the same period of 2024, reflecting a 718% increase [249][250]. - Cash and cash equivalents on hand, along with proceeds from the Business Combination and PIPE Investment, total approximately $14.5 million, which includes $9 million from the first tranche and $2 million from the second tranche of a convertible note [244]. - The company may need to seek additional equity or debt financing after September 30, 2025, depending on future capital requirements and market conditions [245]. Operating Expenses - General and administrative expenses surged by $20,220,000 or 2636% to $20,987,000 in Q3 2025, primarily due to transaction costs related to the Business Combination [226]. - Research and development expenses increased by $311,000 or 76% to $722,000 in Q3 2025, driven by higher personnel and regulatory fees [225]. - Total operating expenses rose to $21,709,000 in Q3 2025 from $1,178,000 in Q3 2024, reflecting a change of 1743% [224]. - General and administrative expenses for the nine months ended September 30, 2025, increased by $20,418,000 or 941% to $22,587,000 compared to the same period in 2024 [231]. Business Development and Strategy - The company launched Lumee Oxygen in Europe in 2023 and plans to launch Lumee Glucose in 2025, pending regulatory approval [196]. - The company is targeting both public and private payors for coverage of Lumee Glucose, which is designed for easy insertion with a hypodermic needle, differentiating it from other continuous glucose monitoring systems [198]. - The company is focused on building its commercial infrastructure in Europe and the United States while exploring partnerships in Asia [203]. - The company is negotiating the formation of the APAC Joint Venture to develop and commercialize products in the Asia Pacific region [238]. Grants and Obligations - Government grant revenue decreased to $0 in Q3 2025 from $75,000 in Q3 2024, a change of -100% [224]. - Total contractual obligations as of September 30, 2025, amount to $21.1 million, with $6.7 million due in 2025 and $14.4 million in 2026 [251]. Other Financial Metrics - Interest expense decreased by $904,000 or 84% to $(169,000) in Q3 2025, attributed to the repayment of convertible notes [228]. - The company raised gross proceeds of $98.0 million from convertible preferred stock and convertible notes from inception through September 30, 2025 [235]. - The fair value of the Ascent PIPE convertible loan is estimated at $14.4 million as of September 30, 2025, classified as a Level 3 financial instrument due to the absence of observable market inputs [256]. - Changes in fair value of the related party convertible loan are recognized in earnings each period, with a 100 basis point change in the discount rate affecting fair value by approximately $17 thousand [260][259]. - Cash used in investing activities for the nine months ended September 30, 2025, was $1 million, compared to no cash used in the same period of 2024 [246][248]. - Estimated near-term capital requirements through September 30, 2025, are approximately $19.4 million, primarily for research and development, manufacturing, and marketing of Lumee Oxygen and Lumee Glucose devices [245].

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section provides the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and an assessment of internal controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Profusa, Inc. (formerly NorthView Acquisition Corp.) for the period ended June 30, 2025, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of June 30, 2025, shows a significant decrease in total assets to $1.96 million from $8.39 million at year-end 2024, primarily due to redemptions of common stock reducing cash held in the Trust Account, while total liabilities increased to $23.14 million from $13.01 million, worsening the stockholders' deficit to $(22.51) million from $(12.96) million Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | June 30, 2025 (in $) | December 31, 2024 (in $) | | :--- | :--- | :--- | | **Assets** | | | | Cash | 0 | 16,204 | | Cash held in Trust Account | 1,935,561 | 8,330,835 | | Total Assets | 1,962,416 | 8,391,697 | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | 16,180,421 | 12,314,886 | | Warrant liabilities | 6,961,700 | 696,170 | | Total Liabilities | 23,142,121 | 13,011,056 | | Common stock subject to possible redemption | 1,330,515 | 8,337,388 | | Total Stockholders' Deficit | (22,510,220) | (12,956,747) | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net loss of $8.20 million for the three months ended June 30, 2025, a substantial increase from a net loss of $0.40 million in the same period of 2024, with the six-month net loss reaching $9.32 million in 2025 compared to $1.22 million in 2024, primarily driven by significant non-cash expenses related to fair value adjustments of warrant liabilities and the convertible promissory note, alongside higher formation and operating costs Statement of Operations Summary (Unaudited) | Metric (in $) | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Formation and operating costs | 967,084 | 253,130 | 1,550,665 | 723,971 | | Change in fair value of warrant liabilities | (5,917,445) | (295,872) | (6,265,530) | (800,595) | | Change in fair value of convertible promissory note | (1,154,729) | 66,021 | (1,380,059) | 126,098 | | **Net loss** | **(8,196,876)** | **(397,487)** | **(9,316,786)** | **(1,217,764)** | | **Net loss per share** | **(1.53)** | **(0.07)** | **(1.66)** | **(0.20)** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities was $0.50 million, net cash provided by investing activities was $6.49 million primarily from Trust Account withdrawals for redemptions, and net cash used in financing activities was $6.00 million, resulting in a period-end cash balance of $1,751 Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Cash Flow Activity (in $) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (501,614) | (675,731) | | Net cash provided by investing activities | 6,490,358 | 2,622,166 | | Net cash used in financing activities | (6,003,197) | (1,944,458) | | **Net change in cash** | **(14,453)** | **1,977** | | **Cash, end of the period** | **1,751** | **6,496** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's operations, accounting policies, and financial instruments, covering the business combination with Profusa, liquidity and going concern issues, derivative warrant liabilities, convertible notes, related party transactions, and commitments related to the merger and financing agreements - The business combination with Profusa, Inc. was approved on **June 9, 2025**, and closed on **July 11, 2025**, with the company subsequently renamed Profusa, Inc[23](index=23&type=chunk)[24](index=24&type=chunk)[150](index=150&type=chunk) - Management concluded there is substantial doubt about the Company's ability to continue as a going concern within one year, due to significant costs and a **working capital deficit of $15.5 million** as of **June 30, 2025**[51](index=51&type=chunk)[57](index=57&type=chunk) - The company recorded an excise tax liability of **$1.95 million** as of **June 30, 2025**, related to the 1% federal excise tax on stock repurchases from shareholder redemptions[60](index=60&type=chunk)[62](index=62&type=chunk) - Subsequent to quarter-end, on **July 28, 2025**, the company entered a Securities Purchase Agreement with Ascent Partners Fund LLC to sell up to **$100 million** of common stock over time[151](index=151&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial results and condition, detailing its history as a blank check company, the process leading to the business combination with Profusa, and the various extensions and financing arrangements required, with an analysis of operations focusing on non-operating losses driven by costs and non-cash fair value adjustments, alongside discussions of liquidity challenges and going concern uncertainty - The company completed its business combination with Profusa on **July 11, 2025**, after securing multiple extensions, with the final deadline set for **August 22, 2025**[172](index=172&type=chunk)[183](index=183&type=chunk) Net Loss Analysis for Six Months Ended June 30 | Component (in $) | 2025 | 2024 | | :--- | :--- | :--- | | Operating costs | 1,550,665 | 723,971 | | Change in fair value of warrant liabilities | (6,265,530) | (800,595) | | Change in fair value of convertible note | (1,380,059) | 126,098 | | Interest income from Trust Account | 95,084 | 225,184 | | **Net Loss** | **(9,316,786)** | **(1,217,764)** | - As of **June 30, 2025**, the company faced severe liquidity constraints with a **working capital deficit of $15.5 million** and only **$1,751** in restricted cash prior to the merger[193](index=193&type=chunk) - The company's securities were delisted from Nasdaq on **December 27, 2024**, for failing to complete its initial business combination within the 36-month period, subsequently trading on the OTC Market[186](index=186&type=chunk)[49](index=49&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=49&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is therefore not required to provide the information under this item - As a smaller reporting company, Profusa, Inc. is not required to provide quantitative and qualitative disclosures about market risk[221](index=221&type=chunk) [Controls and Procedures](index=49&type=section&id=Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures and concluded that as of June 30, 2025, they were not effective due to material weaknesses related to errors in financial valuations, improper recording of expenses and liabilities, and inadequate safeguarding and monitoring of trust assets - Management concluded that disclosure controls and procedures were **not effective** as of **June 30, 2025**, due to identified material weaknesses[222](index=222&type=chunk) - Identified weaknesses include errors in the valuation of convertible notes and warrants, improper recording of accounts payable, and inadequate monitoring of trust fund usage[222](index=222&type=chunk) [Part II. Other Information](index=50&type=section&id=Part%20II.%20Other%20Information) This section details legal proceedings, updated risk factors post-merger, unregistered equity sales, and other required disclosures [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings to disclose for the period - The company has no legal proceedings to report[226](index=226&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) Following the closing of the Business Combination on July 11, 2025, the previously disclosed risk factors are no longer applicable, and the company directs investors to the risk factors detailed in its Registration Statement on Form S-4 related to the post-combination business - Pre-merger blank check company risk factors are no longer applicable; current risks are detailed in the company's **Form S-4 Registration Statement (File No. 333-269417)**[227](index=227&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports that the consummation of the Business Combination and related financing transactions resulted in gross proceeds of $10.27 million, which were allocated to shareholder redemptions, cash to the balance sheet, and approximately $3.4 million in transaction fees and expenses - The Business Combination and associated financing generated **gross proceeds of $10.27 million**[228](index=228&type=chunk) - Transaction fees and expenses amounted to approximately **$3.4 million**[229](index=229&type=chunk) [Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company has no defaults upon senior securities to report[230](index=230&type=chunk) [Other Information](index=50&type=section&id=Item%205.%20Other%20Information) The company states that none of its directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the reporting period - No directors or executive officers adopted or terminated Rule 10b5-1 or other trading arrangements during the quarter[232](index=232&type=chunk) [Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL data files

Business Combination - The proposed business combination with Profusa, Inc. is based on a pre-transaction equity value of $155 million, with a minimum available cash condition of $15 million required for closing[144][145][146]. - Profusa stockholders may receive up to 3,875,000 additional shares of NorthView Common Stock based on future revenue and stock-price milestones, including achieving $5.1 million in revenue for fiscal year 2023 and $73.1 million for fiscal year 2024[147]. - Amendment No. 1 revised revenue milestones to $11.86 million for fiscal year 2024 and $99.7 million for fiscal year 2025[148]. - The company extended its combination period from December 22, 2023, to March 22, 2024, with 140,663 shares redeemed, leaving 6,027,219 shares outstanding[159]. - The company has amended the Merger Agreement multiple times to adjust revenue milestones and financing conditions, with the latest amendment extending the deadline for certain milestones to December 31, 2025[156]. - The company held a special meeting on June 9, 2025, where stockholders approved the Merger Agreement and related transactions[165]. - Following the June 9, 2025 meeting, 52,784 public shares were redeemed, leaving 5,295,527 shares outstanding[166]. Financial Performance - As of March 31, 2025, the company reported a net loss of $1,119,910, with operating costs amounting to $583,581 and interest income of $79,925 from the Trust Account[172]. - The company had a working capital deficit of $13,191,353 and restricted cash of $18,450 as of March 31, 2025[174]. - For the three months ended March 31, 2024, the company reported a net loss of $820,277, with operating costs of $470,841 and interest income of $116,664[173]. - Cash used in operating activities for the three months ended March 31, 2025, was $362,441, impacted by changes in fair value of warrant liabilities and convertible notes[175]. - The company incurred $0 in administrative service fees for the three months ended March 31, 2025, and $50,000 was recorded as due to a related party[186]. - The fair value of the company's convertible promissory note was reported at $9,133,382 as of March 31, 2025[181]. - The company did not have any off-balance sheet arrangements or long-term debt as of March 31, 2025[184][185]. Going Concern - The company is expected to incur significant costs in pursuing its initial business combination, with no assurance of success in raising capital[143]. - The company has until June 22, 2025, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed[182]. Financing Activities - The company entered into a securities purchase agreement for up to $22.22 million in senior secured convertible promissory notes[150]. - The company amended its Convertible Working Capital Promissory Note to increase the principal amount to $2.5 million, with a conversion price of $2.22 per share[168]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[196]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures and audit requirements[197]. - Exemptions from the JOBS Act will apply for five years post-initial public offering or until the company is no longer classified as an "emerging growth company," whichever comes first[198]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[199]. Operational Status - The company has not commenced any operations and has not generated any operating revenues to date, relying on interest income and unrealized gains from the Trust Account[171].

Business Combination Details - The proposed business combination with Profusa, Inc. is based on a pre-transaction equity value of $155 million, with an exchange ratio calculated at $10.00 per share[253]. - The merger agreement includes earnout shares of up to 3,875,000 shares, contingent on achieving specific revenue milestones of $5.1 million for fiscal year 2023 and $73.1 million for fiscal year 2024[255]. - Amendment No. 1 revised the revenue milestones to $11.86 million for fiscal year 2024 and $99.7 million for fiscal year 2025[256]. - The company extended its business combination period from December 22, 2023, to March 22, 2024, with 140,663 shares redeemed, leaving 6,027,219 shares outstanding[267]. - The company has amended its merger agreement multiple times to adjust revenue milestones and company reference values[258]. - The merger is subject to a minimum available cash condition of $15 million and requires stockholder approval from both NorthView and Profusa[252]. - The company has until June 22, 2025, to consummate a Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed[289]. - The company signed a Business Combination Marketing Agreement, agreeing to pay a fee of 3.68% of the gross proceeds of its IPO upon consummation of a business combination[293]. Financial Performance - As of December 31, 2024, the company reported a net loss of $8,711,619, primarily due to operating costs of $1,351,038 and a change in fair value of convertible notes amounting to $7,165,953[277]. - The company had cash of $16,204 and a working capital deficit of $12,254,024 as of December 31, 2024[279]. - For the year ended December 31, 2024, cash used in operating activities was $1,296,812, with net loss impacted by trust interest income of $425,416[280]. - For the year ended December 31, 2023, the company reported a net income of $1,161,910, driven by interest income of $2,248,538[278]. - Cash provided by investing activities for the year ended December 31, 2024, included $3,248,878 withdrawn from the trust for stock redemptions[281]. - The company incurred $30,000 in administrative service fees for the year ended December 31, 2023, which were not paid and recorded as due to a related party[292]. - The company had principal outstanding of $1,919,796 on its Convertible Working Capital Promissory Note, which is presented at fair value of $8,908,052 as of December 31, 2024[288]. Capital Management - The company has made monthly contributions of $36,904 to extend the combination period, with a total of $1,565,078 paid to redeeming stockholders in January 2024[270]. - The company approved an increase in its Convertible Working Capital Promissory Note to $2.5 million, allowing for repayment in shares at $2.22 per share[274]. - The company has no off-balance sheet arrangements as of December 31, 2024 and 2023[290].

Business Combination Details - The proposed business combination with Profusa, Inc. is based on a pre-transaction equity value of $155 million[21] - Profusa stockholders may receive up to 3,875,000 additional shares of NorthView common stock based on future revenue and stock-price milestones[22] - Amendment No. 1 revised revenue earnout milestones to $11,864,000 for fiscal year 2024 and $99,702,000 for fiscal year 2025[24] - The business combination must be completed by June 22, 2024, as per Amendment No. 2[26] - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the Trust Account assets[37] - The company has extended the deadline for completing a business combination twice, first to December 22, 2023, and then to March 22, 2024[27] Financial Position and Trust Account - As of December 31, 2023, NorthView has approximately $9.3 million available in the Trust Account for a business combination[39] - The total number of public shares redeemed increased to 18,141,531, which is about 95.6% of the public shares previously outstanding[55] - As of December 31, 2023, NorthView had 833,469 public shares outstanding and approximately $9.3 million in the Trust Account[55] - The initial per-share amount in the trust account was approximately $10.10, which has increased due to contributions and interest earned[55] - The company expects to fund costs associated with dissolution from remaining proceeds outside the trust account, but cannot assure sufficient funds will be available[78] Stockholder Rights and Redemption - Stockholder approval is required for direct mergers where the company does not survive and for transactions involving more than 20% of outstanding common stock[58] - The company will provide public stockholders with redemption rights upon completion of the initial business combination[62] - The company will not redeem public shares if it would cause net tangible assets to be less than $5,000,001 before and after the business combination[64] - Public stockholders are restricted from seeking redemption rights with respect to Excess Shares, limiting the ability of large shareholders to block business combinations[65] - The per-share redemption amount upon dissolution is expected to be approximately $10.10, but may be less due to creditor claims[79] Risks and Challenges - The lack of business diversification may expose the company to significant risks associated with operating in a single industry[41] - The company may face challenges in completing its initial business combination due to limited resources and significant competition[124] - If the company combines with a financially unstable business, it may face significant risks that could impact operations and financial results[151] - The ongoing COVID-19 pandemic may adversely affect the search for a business combination and the operations of potential target companies, impacting the ability to complete transactions[147] - The company may face additional risks if it combines with a business outside the United States, including regulatory and economic challenges[154] Compliance and Regulatory Issues - Nasdaq issued a notice of non-compliance regarding the Annual Stockholders Meeting Rule, with a deadline to submit a compliance plan by February 26, 2024[28] - The company must maintain a minimum market value of listed securities of $35 million and at least 300 public holders to avoid delisting from Nasdaq[175] - The stock price must be at least $4.00 per share to meet Nasdaq's initial listing requirements upon business combination[176] - If Nasdaq delists the securities, they may be quoted on an over-the-counter market, leading to reduced liquidity and increased trading restrictions[177] Management and Governance - The company’s management team is not required to commit specific time to its affairs, leading to potential conflicts of interest[159] - Key personnel may negotiate employment agreements with a target business, potentially creating conflicts of interest[161] - The company does not have a policy prohibiting executive officers from having financial interests in target businesses, which may lead to conflicts[168] - Initial stockholders own 86.17% of the issued and outstanding shares of common stock, allowing them to exert substantial influence on actions requiring a stockholder vote[200] Share Issuance and Dilution - The company may issue up to 100,000,000 shares of common stock and 1,000,000 shares of preferred stock, which could dilute the interest of existing stockholders[195] - The company may issue additional shares of common stock or preferred stock to complete its initial business combination, potentially diluting existing stockholder interests[196] - The company may amend the terms of the warrants in a manner adverse to holders with the approval of at least 65% of the then outstanding public warrants[202] Financial Obligations and Liabilities - The company has incurred substantial costs related to the Merger Agreement, including financing sources and third-party advisory services, which may not be recoverable if the transaction fails[100] - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[152] - The company has no commitments to issue debt as of the report date, but plans to avoid incurring indebtedness without lender waivers[152] Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of exemptions from various reporting requirements, potentially affecting the attractiveness of its securities[94] - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve its business objectives[213] - The company may face legal claims from vendors or prospective target businesses, which could extend stockholder liability beyond the third anniversary of dissolution[188]

Financial Performance - As of September 30, 2023, NorthView Acquisition Corp. reported a net loss of $367,345, primarily due to operating costs of $290,098 and a change in fair value of warrant liabilities of $243,659 [120]. - For the nine months ended September 30, 2023, NorthView had a net income of $925,939, driven by interest income of $2,103,111 and a gain of $190,079 from the change in fair value of warrant liabilities [122]. - Cash used in operating activities for the nine months ended September 30, 2023, was $1,719,650, influenced by changes in operating assets and liabilities [125]. Liquidity and Capital Structure - The company has a working capital deficit of $2,846,203 and only $17,342 in cash as of September 30, 2023, raising concerns about liquidity [124]. - NorthView entered into a Merger Agreement with Profusa, Inc., with a pre-transaction equity value of $155,000,000, subject to a minimum available cash condition of $15,000,000 [115]. - The company signed a Convertible Working Capital Promissory Note for $1,200,000 with the Sponsor, with principal outstanding of $713,015 as of September 30, 2023 [132]. Business Combination and Agreements - NorthView has until December 22, 2023, to complete a Business Combination, with uncertainty regarding the ability to meet this deadline [133]. - The Merger Agreement includes earnout milestones for Profusa stockholders, with potential additional shares based on revenue targets of $11,864,000 for fiscal year 2024 and $99,702,000 for fiscal year 2025 [117]. - The Business Combination Marketing Agreement includes a fee of 3.68% of gross proceeds from the initial public offering, payable upon consummation of a business combination [137]. Share Structure and Earnings - The company has two categories of shares: common stock subject to possible redemption and common stock, with earnings and losses shared pro rata between them [140]. - The potential shares of common stock for outstanding warrants to purchase shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2023, due to contingencies not being met [140]. Accounting Policies and Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [143]. - The company’s condensed consolidated financial statements are prepared in accordance with U.S. GAAP, with significant judgments applied in financial estimates [138]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements [144]. Regulatory and Reporting Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [145]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [146]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [147]. Administrative Expenses - NorthView incurred $30,000 in administrative service fees for the nine months ended September 30, 2023, with $55,000 recorded as due to related party [136]. Redemption Features - The public common stock contains a redemption feature that allows for redemption in connection with liquidation or stockholder votes [141]. - The company accounts for warrants issued in connection with the IPO as liabilities, subject to re-measurement at each balance sheet date [139].

Financial Performance - As of June 30, 2023, the company reported a net income of $1,293,284, which included interest income of $1,964,386 and a gain of $433,738 from the change in fair value of warrant liabilities[124]. - The company has a working capital deficit of $2,449,885 and only $5,811 in cash as of June 30, 2023[127]. - For the six months ended June 30, 2023, cash used in operating activities was $1,239,875, reflecting changes in operating assets and liabilities[128]. - The company incurred $30,000 in administrative service fees for the six months ended June 30, 2023, with $55,000 recorded as due to related party[138]. - The company has not commenced any operations and has generated no operating revenues to date[122]. - The diluted net income per share of common stock is the same as the basic net income per share for the periods presented due to the exclusion of 17,404,250 potential shares from diluted earnings per share[142]. Business Combination - The company entered into a Merger Agreement with Profusa, Inc., with a pre-transaction equity value of $155,000,000, subject to a minimum available cash condition of $15,000,000[118][119]. - Profusa stockholders may receive up to an additional 3,875,000 shares of common stock based on achieving certain revenue and stock price milestones[120]. - The company has until December 22, 2023, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed[135]. - The company expects to incur significant costs in pursuing its initial Business Combination[116]. - The company has engaged I-Bankers as an advisor for the Business Combination, agreeing to pay a fee equal to 3.68% of the gross proceeds of its initial public offering[139]. Accounting and Reporting - The public common stock is classified outside of permanent equity due to redemption features, which are not solely within the company's control[143]. - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[145]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[147]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[148].

Financial Performance - As of March 31, 2023, the company reported a net income of $440,895, which included interest income and unrealized losses on securities held in the Trust Account totaling $1,841,840[125]. - For the three months ended March 31, 2022, the company reported a net income of $3,709,017, primarily from a gain of $3,877,929 from changes in fair value of warrant liabilities[126]. - Cash used in operating activities for the three months ended March 31, 2023, was $966,607, influenced by trust interest income of $1,845,005 and unrealized losses on investments[128]. - The company has not commenced any operations and has not generated operating revenues to date, relying on non-operating income from interest and unrealized gains[124]. Working Capital and Financial Position - The company had a working capital deficit of $1,947,395 as of March 31, 2023, with cash reserves of $55,610[127]. - The company has incurred $15,000 in administrative service fees for the three months ended March 31, 2023, with $40,000 recorded as due to a related party[134]. Business Combination and Merger Agreement - The company has until May 22, 2023, or as late as December 22, 2023, to complete a Business Combination, with uncertainty regarding the ability to meet this deadline[131]. - The aggregate consideration for the merger with Profusa is based on a pre-transaction equity value of $155,000,000, with an exchange ratio calculated at $10.00 per share[120]. - Profusa stockholders may receive up to an additional 3,875,000 shares of common stock based on achieving specific revenue and stock price milestones[122]. - The company has entered into a Merger Agreement with Profusa, which is subject to customary closing conditions, including a minimum available cash condition of $15,000,000[119]. Regulatory and Reporting Exemptions - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years or until it no longer qualifies[143]. - The company may not be required to provide an independent auditor's attestation report on internal controls over financial reporting under Section 404 of the JOBS Act[143]. - The company is exempt from certain compensation disclosures required of non-emerging growth public companies under the Dodd-Frank Act[143]. - The company is not required to comply with PCAOB requirements regarding mandatory audit firm rotation or additional auditor reporting[143]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[144].

Financial Performance - As of December 31, 2022, the company reported a net income of $7,167,738, primarily driven by a gain of $6,358,235 from the change in fair value of warrant liabilities and interest income of $2,579,268 [242]. - As of December 31, 2022, the company had approximately $0.2 million in cash and working capital, with cash used in operating activities amounting to $581,189 for the year [244][245]. - The company incurred $63,387 in administrative service fees for the year ended December 31, 2022, with $25,000 recorded as due to a related party [251]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022 [249][250]. Business Operations - The company has not commenced any operations and has generated no operating revenues to date, with all activities related to its formation and initial public offering [241]. - The company expects to incur significant costs in pursuing its initial business combination, with no assurance of success in raising capital or completing the transaction [235]. Merger and Acquisition - The aggregate consideration for the merger with Profusa is based on a pre-transaction equity value of $155,000,000, with an exchange ratio of $10.00 per share [238]. - Profusa stockholders may receive up to an additional 3,875,000 shares of NorthView Common Stock based on achieving specific revenue and stock-price milestones [239]. Regulatory and Compliance - The company has until March 22, 2023, to complete a business combination, with a potential six-month extension, or face mandatory liquidation [248]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [259].

Merger Agreement - NorthView Acquisition Corp. entered into a Merger Agreement with Profusa, Inc. with a pre-transaction equity value of $155 million[113][115]. - The Business Combination is subject to customary closing conditions, including minimum available cash and stockholder approvals[114]. - Profusa stockholders may receive up to an additional 3,875,000 shares based on future revenue and stock-price milestones[116]. Financial Performance - For the three months ended September 30, 2022, NorthView reported a net income of $1,763,813, driven by a gain of $1,074,374 from the change in fair value of warrant liabilities[120]. - For the nine months ended September 30, 2022, net income was $6,685,193, primarily from a gain of $6,246,897 related to warrant liabilities[121]. - NorthView incurred $15,000 and $48,387 in administrative service fees for the three and nine months ended September 30, 2022, respectively[130]. Liquidity and Capital - As of September 30, 2022, NorthView had approximately $0.4 million in cash and working capital of approximately $0.5 million[123]. - NorthView's liquidity needs have been satisfied through proceeds from its initial public offering and private placement[124]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[118]. Business Combination Timeline - The company has until March 22, 2023, to complete a Business Combination, with a potential six-month extension[126].