NorthView Acquisition (US:NVAC)2024-12-17 21:43Merger and Business Combination - NorthView Acquisition Corp. has entered into a Merger Agreement with Profusa, Inc., with a pre-transaction equity value of $155 million[169][171]. - The Business Combination is subject to a minimum available cash condition of $15 million and requires approval from stockholders of both companies[170]. - Profusa stockholders may receive up to 3,875,000 additional shares based on revenue milestones, including $11.86 million for fiscal year 2024 and $99.70 million for fiscal year 2025[173]. - The Combination Period has been extended from December 22, 2023, to March 22, 2024, with 140,663 shares redeemed, leaving 6,027,219 shares outstanding[179]. - The Company is subject to customary closing conditions for the Business Combination, with no assurance of completion[170]. - The company has until March 22, 2025, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed[219]. - The company entered into 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[223]. Financial Performance - As of September 30, 2024, the company had not commenced any operations and generated no operating revenues, with all activities related to its formation and IPO[202]. - For the three months ended September 30, 2024, the company reported a net income of $91,177, with operating costs of $317,270 and interest income of $108,750[204]. - For the nine months ended September 30, 2024, the company incurred a net loss of $1,126,587, primarily due to operating costs of $1,041,241 and a loss of $496,020 from the change in fair value of warrant liabilities[205]. - As of September 30, 2024, the company had $533 in cash and a working capital deficit of $4,483,517[208]. - Cash used in operating activities for the nine months ended September 30, 2024, was $969,296, with net loss impacted by trust interest income of $333,934[209]. - For the nine months ended September 30, 2023, the company reported a net income of $925,939, primarily from interest income of $2,103,111[207]. Compliance and Regulatory Matters - The Company has received notifications from Nasdaq regarding non-compliance with listing rules, including a failure to maintain a minimum Market Value of Publicly Held Shares of $15 million[188][189]. - The Company has submitted an application to transfer its listing to the Nasdaq Capital Market due to non-compliance issues[190]. - The company had no off-balance sheet arrangements as of September 30, 2024[220]. Financing and Capital Structure - The Company amended its Convertible Working Capital Promissory Note to increase the principal amount to $2.5 million, convertible at $2.22 per share[186]. - The company signed a Convertible Working Capital Promissory Note with the Sponsor for $1,200,000, which was later amended to allow for a principal amount of up to $2.5 million[218]. - The Company has made extension contributions of $36,904 for the months of April and May 2024 to continue extending the Combination Period[183]. Accounting and Reporting Standards - The FASB issued ASU No. 2023-09, which will require additional disclosures in income tax rate reconciliation effective after December 15, 2024[230]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[232]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[233]. - Exemptions include not providing an independent auditor's attestation report on internal controls and certain executive compensation disclosures[234]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[236].