Business Combination Details - The proposed business combination with Profusa, Inc. is based on a pre-transaction equity value of $155 million[21] - Profusa stockholders may receive up to 3,875,000 additional shares of NorthView common stock based on future revenue and stock-price milestones[22] - Amendment No. 1 revised revenue earnout milestones to $11,864,000 for fiscal year 2024 and $99,702,000 for fiscal year 2025[24] - The business combination must be completed by June 22, 2024, as per Amendment No. 2[26] - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the Trust Account assets[37] - The company has extended the deadline for completing a business combination twice, first to December 22, 2023, and then to March 22, 2024[27] Financial Position and Trust Account - As of December 31, 2023, NorthView has approximately $9.3 million available in the Trust Account for a business combination[39] - The total number of public shares redeemed increased to 18,141,531, which is about 95.6% of the public shares previously outstanding[55] - As of December 31, 2023, NorthView had 833,469 public shares outstanding and approximately $9.3 million in the Trust Account[55] - The initial per-share amount in the trust account was approximately $10.10, which has increased due to contributions and interest earned[55] - The company expects to fund costs associated with dissolution from remaining proceeds outside the trust account, but cannot assure sufficient funds will be available[78] Stockholder Rights and Redemption - Stockholder approval is required for direct mergers where the company does not survive and for transactions involving more than 20% of outstanding common stock[58] - The company will provide public stockholders with redemption rights upon completion of the initial business combination[62] - The company will not redeem public shares if it would cause net tangible assets to be less than $5,000,001 before and after the business combination[64] - Public stockholders are restricted from seeking redemption rights with respect to Excess Shares, limiting the ability of large shareholders to block business combinations[65] - The per-share redemption amount upon dissolution is expected to be approximately $10.10, but may be less due to creditor claims[79] Risks and Challenges - The lack of business diversification may expose the company to significant risks associated with operating in a single industry[41] - The company may face challenges in completing its initial business combination due to limited resources and significant competition[124] - If the company combines with a financially unstable business, it may face significant risks that could impact operations and financial results[151] - The ongoing COVID-19 pandemic may adversely affect the search for a business combination and the operations of potential target companies, impacting the ability to complete transactions[147] - The company may face additional risks if it combines with a business outside the United States, including regulatory and economic challenges[154] Compliance and Regulatory Issues - Nasdaq issued a notice of non-compliance regarding the Annual Stockholders Meeting Rule, with a deadline to submit a compliance plan by February 26, 2024[28] - The company must maintain a minimum market value of listed securities of $35 million and at least 300 public holders to avoid delisting from Nasdaq[175] - The stock price must be at least $4.00 per share to meet Nasdaq's initial listing requirements upon business combination[176] - If Nasdaq delists the securities, they may be quoted on an over-the-counter market, leading to reduced liquidity and increased trading restrictions[177] Management and Governance - The company’s management team is not required to commit specific time to its affairs, leading to potential conflicts of interest[159] - Key personnel may negotiate employment agreements with a target business, potentially creating conflicts of interest[161] - The company does not have a policy prohibiting executive officers from having financial interests in target businesses, which may lead to conflicts[168] - Initial stockholders own 86.17% of the issued and outstanding shares of common stock, allowing them to exert substantial influence on actions requiring a stockholder vote[200] Share Issuance and Dilution - The company may issue up to 100,000,000 shares of common stock and 1,000,000 shares of preferred stock, which could dilute the interest of existing stockholders[195] - The company may issue additional shares of common stock or preferred stock to complete its initial business combination, potentially diluting existing stockholder interests[196] - The company may amend the terms of the warrants in a manner adverse to holders with the approval of at least 65% of the then outstanding public warrants[202] Financial Obligations and Liabilities - The company has incurred substantial costs related to the Merger Agreement, including financing sources and third-party advisory services, which may not be recoverable if the transaction fails[100] - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[152] - The company has no commitments to issue debt as of the report date, but plans to avoid incurring indebtedness without lender waivers[152] Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of exemptions from various reporting requirements, potentially affecting the attractiveness of its securities[94] - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve its business objectives[213] - The company may face legal claims from vendors or prospective target businesses, which could extend stockholder liability beyond the third anniversary of dissolution[188]
NorthView Acquisition (NVAC) - 2023 Q4 - Annual Report