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 - Cash provided by investing activities for the year ended December 31, 2024, included $3,248,878 withdrawn from the trust for stock redemptions[281].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].
NorthView Acquisition (NVAC) - 2024 Q4 - Annual Report