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].
NorthView Acquisition (NVAC) - 2023 Q3 - Quarterly Report