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].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 86-3437271 (State or other jurisdi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | 86-3437271 | | --- | --- | | ...