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].
NorthView Acquisition (NVAC) - 2025 Q1 - Quarterly Report