NorthView Acquisition (NVAC)
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NorthView Acquisition (NVAC) - 2022 Q2 - Quarterly Report
2022-08-11 20:01
[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Northview Acquisition Corp.'s financial statements as of June 30, 2022, primarily reflect its blank check status, with assets dominated by trust account holdings and net income driven by warrant liability fair value changes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2022, total assets were **$192.9 million**, largely trust account cash, with **$2.2 million** in liabilities and **$191.8 million** common stock subject to redemption Condensed Balance Sheet Summary (Unaudited) | Metric | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $480,726 | $741,228 | | Cash and marketable securities held in Trust Account | $191,879,977 | $191,653,961 | | **Total Assets** | **$192,863,392** | **$193,060,803** | | **Liabilities & Stockholders' Deficit** | | | | Warrant liabilities | $2,043,499 | $7,216,022 | | Total Liabilities | $2,203,742 | $7,322,533 | | Common stock subject to possible redemption | $191,779,978 | $191,647,500 | | Total Stockholders' Deficit | ($1,120,328) | ($5,909,230) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income for the six months ended June 30, 2022, was **$4.92 million**, primarily from a **$5.17 million** gain on warrant liabilities and interest income, offset by operating costs Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Formation and operating costs | ($217,525) | ($459,121) | | Interest income earned on Trust Account | $161,816 | $234,500 | | Change in fair value of warrant liabilities | $1,294,594 | $5,172,523 | | **Net income** | **$1,212,363** | **$4,921,380** | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$293,986** for the six months ended June 30, 2022, with net income adjusted for non-cash warrant liability changes - Net cash used in operating activities for the six months ended June 30, 2022, was **$293,986**[18](index=18&type=chunk) - The company's cash position decreased from **$741,228** at the beginning of the period to **$480,726** at the end of the period[18](index=18&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's blank check formation, December 2021 IPO proceeds, accounting policies, and significant going concern doubt due to the March 22, 2023, business combination deadline - The company is a blank check company formed to effect a Business Combination, intending to focus on businesses in healthcare innovation[21](index=21&type=chunk) - On December 22, 2021, the company consummated its IPO of **18,975,000 units** at **$10.00 per unit**, generating gross proceeds of **$189,750,000**[22](index=22&type=chunk) - Management has determined that the mandatory liquidation if a Business Combination is not consummated by March 22, 2023, raises substantial doubt about the Company's ability to continue as a going concern[35](index=35&type=chunk) - Warrants are accounted for as liabilities at fair value, with changes in fair value recognized in the statement of operations; as of June 30, 2022, the fair value of warrant liabilities was approximately **$2.04 million**[56](index=56&type=chunk)[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-operational status, **$4.9 million** net income from warrant fair value changes, liquidity challenges, and going concern uncertainty due to the March 22, 2023, business combination deadline [Results of Operations](index=23&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2022, net income was **$4,921,380**, primarily from a **$5,172,523** gain on warrant liabilities and interest income, offset by operating costs Net Income Components (Six Months Ended June 30, 2022) | Component | Amount | | :--- | :--- | | Gain on change in fair value of warrant liabilities | $5,172,523 | | Interest income | $234,500 | | Formation and operating costs | ($459,121) | | Income tax provision | ($26,522) | | **Net Income** | **$4,921,380** | - The company will not generate operating revenues until after the completion of its initial Business Combination[98](index=98&type=chunk) [Liquidity and Going Concern](index=24&type=section&id=Liquidity%20and%20Going%20Concern) As of June 30, 2022, the company had approximately **$0.5 million** in cash and **$0.8 million** in working capital, with going concern doubt due to the March 22, 2023, business combination deadline - As of June 30, 2022, the company had approximately **$0.5 million** in cash and working capital of approximately **$0.8 million**[102](index=102&type=chunk) - The company has until March 22, 2023, to consummate a Business Combination, and failure to do so will result in mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[105](index=105&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) The company's contractual obligations include a **$5,000** monthly administrative fee to its sponsor and a **3.68%** marketing fee on IPO proceeds payable upon business combination completion - The company pays its sponsor **$5,000** per month for administrative services[108](index=108&type=chunk) - A fee equal to **3.68%** of the gross proceeds of the Public Offering is payable to I-Bankers and Dawson James upon the consummation of the initial Business Combination[109](index=109&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[118](index=118&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2022[120](index=120&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[122](index=122&type=chunk) [Part II. Other Information](index=27&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[125](index=125&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to the risk factors previously disclosed in the Form 10-K for the fiscal year ended December 31, 2021 - No material changes have occurred to the risk factors disclosed in the Form 10-K for the period ended December 31, 2021[126](index=126&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details on IPO and private placement proceeds, with the IPO generating **$189.75 million** and the private placement **$7.35 million**, totaling **$193.04 million** net proceeds - The IPO on December 22, 2021, generated gross proceeds of **$189,750,000** from the sale of **18,975,000 units**[127](index=127&type=chunk) - A simultaneous private placement of **7,347,500 warrants** at **$1.00 per warrant** generated total proceeds of **$7,347,500**[128](index=128&type=chunk) - Total net proceeds from the IPO and private placement were **$193,037,877**, with **$191,647,500** placed in the trust account[130](index=130&type=chunk) [Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There are no defaults upon senior securities to report[131](index=131&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[132](index=132&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[133](index=133&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits filed with the report include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906, as well as XBRL data files[136](index=136&type=chunk)
NorthView Acquisition (NVAC) - 2022 Q1 - Quarterly Report
2022-05-12 01:32
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 | | --- | --- | | ...
NorthView Acquisition (NVAC) - 2021 Q4 - Annual Report
2022-03-17 21:46
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-41177 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of (I.R.S. Employer Incorporati ...