NorthView Acquisition Corp. Warrants

Company Overview

Business Model: NorthView Acquisition Corp. is a blank check company incorporated on April 19, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company intends to pursue prospective targets focused on healthcare innovation, specifically small cap companies domiciled in North America, Europe, and/or the APAC regions that are developing assets in the biopharmaceutical, medical technology/medical device, and diagnostics space. NorthView Acquisition Corp. does not generate operating revenues and will only do so after the completion of its initial business combination.

Market Position: NorthView Acquisition Corp. aims to leverage its high-quality management team with extensive operational, financial, merger and acquisition, and public company experience, combined with the resources of investment banks I-Bankers Securities, Inc. and Dawson James Securities, Inc. The management team, sponsor (NorthView Sponsor I, LLC), and directors possess deep experience, contacts, and relationships in the healthcare sector. The company offers target businesses an alternative to a traditional initial public offering. However, it faces intense competition from other entities, including private investors and other blank check companies, for attractive acquisition targets.

Recent Strategic Developments:

• Proposed Business Combination with Profusa, Inc.: On November 7, 2022, NorthView Acquisition Corp. entered into a Merger Agreement and Plan of Reorganization with Profusa, Inc., a California corporation, and NV Profusa Merger Sub Inc. Upon closing, NV Profusa Merger Sub Inc. will merge into Profusa, Inc., with Profusa, Inc. surviving as a wholly-owned subsidiary, and NorthView Acquisition Corp. will change its name to "Profusa, Inc." The aggregate consideration for Profusa, Inc. stockholders is based on a pre-transaction equity value of $155,000,000. Profusa, Inc. stockholders may receive up to an additional 3,875,000 earnout shares, subject to stock-price based milestones (Milestone Event I at $12.50/share and Milestone Event II at $14.50/share) and operational milestones (Milestone Event III: consummation of the APAC Joint Venture and related funding by December 31, 2025; Milestone Event IV: $11,864,000 in revenue for fiscal year 2026). The Business Combination is subject to customary closing conditions, including a minimum available cash condition of $15,000,000.
• Merger Agreement Amendments:
  • Amendment No. 1 (September 12, 2023) revised revenue earnout milestones.
  • Amendment No. 2 (January 12, 2024) replaced a revenue milestone with the consummation of the Tasly JV and extended the Outside Date to June 22, 2024.
  • Amendment No. 3 (March 4, 2024) revised the Company Reference Value for financing proceeds and debt conversions.
  • Amendment No. 4 (February 11, 2025) further revised the Company Reference Value and extended the timelines for Milestone Event III (APAC Joint Venture funding to December 31, 2025) and Milestone Event IV (revenue target of $11,864,000 for fiscal year 2026).
• Extension of Business Combination Period: NorthView Acquisition Corp. has held multiple stockholder meetings to extend the deadline for completing its initial business combination. The latest extension, approved on March 21, 2025, extends the period from March 22, 2025, to June 22, 2025. In connection with these extensions, public stockholders have redeemed a significant portion of their shares, totaling 18,820,439 public shares (approximately 99.2% of public shares previously outstanding) as of March 21, 2025.
• Nasdaq Delisting: On December 20, 2024, NorthView Acquisition Corp. received a delisting determination letter from Nasdaq for failing to complete its initial business combination within 36 months of its IPO. Trading in its securities was suspended and delisted from Nasdaq on December 27, 2024. The company's securities are now quoted on OTC Pink.
• Financing Initiatives:
  • A PIPE funding agreement with Vellar Opportunities Fund Master, Ltd. for $5,000,000 was terminated on September 25, 2024.
  • On February 11, 2025, NorthView Acquisition Corp. entered into a securities purchase agreement with an institutional investor for senior secured convertible promissory notes with an aggregate principal amount of up to $22,222,222, for a purchase price of up to $20,000,000 (after a 10% original issue discount).
  • The Convertible Working Capital Promissory Note with NorthView Sponsor I, LLC was amended on May 31, 2024, to increase the principal amount that could be drawn to $2.5 million, convertible into common stock at $2.22 per share at the sponsor's election. The principal outstanding was $1,919,796 as of December 31, 2024.

Geographic Footprint: NorthView Acquisition Corp. intends to target businesses domiciled in North America, Europe, and/or the APAC regions. Its executive offices are located in New York, NY.

Financial Performance

Revenue Analysis

NorthView Acquisition Corp. is a blank check company and does not generate operating revenues. The financial metrics below reflect its pre-business combination activities.

Profitability Metrics:

• Gross Margin: N/A
• Operating Margin: N/A
• Net Margin: N/A

Investment in Growth:

• R&D Expenditure: N/A
• Capital Expenditures: N/A
• Strategic Investments:
  • Funds available in Trust Account for business combination: Approximately $8.3 million as of December 31, 2024, and approximately $1.9 million as of March 21, 2025 (after redemptions and contributions).
  • Convertible Working Capital Promissory Note with NorthView Sponsor I, LLC: Principal outstanding of $1,919,796 as of December 31, 2024, with a fair value of $8,908,052.
  • Securities purchase agreement (February 11, 2025) for senior secured convertible promissory notes up to $22,222,222 principal amount for a purchase price of up to $20,000,000.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases:
  • March 10, 2023: 18,000,868 public shares redeemed.
  • December 21, 2023: 140,663 public shares redeemed.
  • March 21, 2024: 95,394 public shares redeemed.
  • September 19, 2024: 50,556 public shares redeemed.
  • March 21, 2025: 532,958 public shares redeemed.
  • Total public shares redeemed in connection with extensions: 18,820,439.
• Dividend Payments: NorthView Acquisition Corp. has not paid any cash dividends to date and does not intend to pay cash dividends prior to the completion of a business combination.
• Dividend Yield: N/A
• Future Capital Return Commitments: N/A

Balance Sheet Position:

• Cash and Equivalents: $16,204 (December 31, 2024)
• Total Debt: $9,699,459 (December 31, 2024), comprising a convertible promissory note of $8,908,052 and an advance from Profusa, Inc. of $791,407.
• Net Cash Position: $(1,352,420) (December 31, 2024)
• Credit Rating: Not disclosed.
• Debt Maturity Profile: The convertible promissory note is non-interest bearing and due the earlier of the consummation of a business combination or the date of liquidation.

Cash Flow Generation:

• Operating Cash Flow: $(1,296,812) (2024)
• Free Cash Flow: N/A
• Cash Conversion Metrics: N/A

Operational Excellence

Facility Network:

• Executive Offices: NorthView Acquisition Corp. maintains its executive offices at 207 West 25th St, 9th Floor, New York, NY 10001. The administrative services agreement for this space, which cost $5,000 per month, was terminated with NorthView Sponsor I, LLC as of June 30, 2023.

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: NorthView Acquisition Corp. targets the healthcare innovation sector, specifically biopharmaceutical, medical technology/device, and diagnostic and other services industries. These markets are characterized by a high level of innovation and include a large number of emerging high-growth companies that are potential acquisition targets.

Competitive Positioning Matrix:

Direct Competitors

Primary Competitors: NorthView Acquisition Corp. expects to encounter intense competition from other entities with similar business objectives, including private investors, other blank check companies, and other domestic and international entities. Many of these competitors possess greater technical, human, and financial resources or more local industry knowledge.

Competitive Response Strategy: NorthView Acquisition Corp. aims to differentiate itself through its high-quality management team with extensive operational, financial, merger and acquisition, and public company experience, and the resources of its investment bank partners.

Risk Assessment Framework

Strategic & Market Risks

• Market Dynamics:
  • Business Combination Completion: Significant risk of not completing the proposed Business Combination with Profusa, Inc., which would result in substantial unrecoverable costs.
  • Target Competition: Increased competition from a growing number of special purpose acquisition companies may lead to scarcer attractive targets, higher acquisition costs, or an inability to consummate a suitable business combination.
  • Market Volatility: General market conditions, volatility in capital and debt markets, and geopolitical conflicts (e.g., Ukraine and Russia) could adversely impact the ability to complete an initial business combination.
  • Nasdaq Delisting: The company's securities were delisted from Nasdaq on December 27, 2024, and now trade on OTC Pink. This delisting negatively impacts the ability to complete a business combination, limits investor liquidity, and may subject the company to additional trading restrictions, potentially hindering the combined company's ability to meet initial listing requirements on a national exchange.
• Customer Concentration: N/A

Operational & Execution Risks

• Internal Control Weaknesses: As of December 31, 2024, NorthView Acquisition Corp.'s internal control over financial reporting was not effective due to material weaknesses identified in the review of convertible promissory notes and warrant valuations, proper recording of accounts payable and accrued expenses, expensing or prepaid expenses, and income tax provision calculation. This could lead to material misstatements or failure to meet periodic reporting obligations.

Financial & Regulatory Risks

• Market & Financial Risks:
  • Redemption Risk: High redemption rates by public stockholders (approximately 99.2% of public shares redeemed since IPO) may make NorthView Acquisition Corp.'s financial condition unattractive to potential business combination targets, potentially limiting its ability to complete the most desirable transactions or optimize its capital structure.
  • Financing Risk: Limited funds available outside the trust account ($16,204 as of December 31, 2024) to fund operations and the search for a target business. The company depends on loans from its initial stockholders or management team, and the inability to secure additional financing could compel it to restructure or abandon a proposed business combination.
  • Warrant Liabilities: Warrants are accounted for as liabilities and re-measured at fair value each reporting period, with changes recognized in earnings. This accounting treatment may make NorthView Acquisition Corp. a less attractive business combination partner.
  • Excise Tax: NorthView Acquisition Corp. is subject to a U.S. federal 1% excise tax on certain stock repurchases occurring after January 1, 2023. As of December 31, 2024, an excise tax liability of $1,880,944 was accrued, including $16,838 charged during 2024. This tax could reduce the cash available to complete a business combination.
• Regulatory & Compliance Risks:
  • Investment Company Act: Risk of being deemed an investment company under the Investment Company Act of 1940, which would impose burdensome compliance requirements and restrict activities. To mitigate this, funds in the Trust Account were liquidated from U.S. government treasury obligations/money market funds to an interest-bearing demand deposit account in January 2024.
  • "Penny Stock" Rules: If the combined company's net tangible assets are less than $5,000,001 upon closing of the business combination, its common stock could be subject to "penny stock" rules, adversely affecting liquidity and market price. (Note: The NTA Requirement in the charter was waived on March 21, 2025).
  • Personal Holding Company (PHC) Status: Risk of being classified as a PHC for U.S. federal income tax purposes, which would subject the company to an additional 20% PHC tax on undistributed PHC income.
  • United States Real Property Holding Corporation (USRPHC) Status: Non-U.S. Holders may be subject to U.S. federal income tax if NorthView Acquisition Corp. is considered a USRPHC.

Geopolitical & External Risks

• Geopolitical Exposure: The ongoing conflict between Ukraine and Russia could limit NorthView Acquisition Corp.'s ability to complete its initial business combination due to increased market volatility, decreased market liquidity, and the unavailability of third-party financing.

Leadership & Governance

Executive Leadership Team

Board Composition: The board of directors consists of five directors, with a majority (Dr. Chung, Mr. Johnson, and Mr. O’Rourke) being independent. The board has three standing committees: an Audit Committee (chaired by Dr. Chung, who is an audit committee financial expert), a Compensation Committee (chaired by Mr. Johnson), and a Nominating and Corporate Governance Committee (chaired by Dr. Chung).

Human Capital Strategy

Workforce Composition:

• Total Employees: NorthView Acquisition Corp. currently has two executive officers.

Regulatory Environment & Compliance

Regulatory Framework:

• Industry-Specific Regulations: NorthView Acquisition Corp. is subject to laws and regulations enacted by national, regional, and local governments, including SEC requirements. Compliance with these regulations is difficult, time-consuming, and costly.

Legal Proceedings:

• To the knowledge of management, there is no litigation currently pending or contemplated against NorthView Acquisition Corp., any of its officers or directors in their capacity as such, or against any of its property.

Tax Strategy & Considerations

Tax Profile:

• Effective Tax Rate: (0.90)% for 2024 and 28.2% for 2023.
• Geographic Tax Planning: NorthView Acquisition Corp. files income tax returns in U.S. federal, New York, and New York City jurisdictions.
• Tax Reform Impact: The company is subject to a U.S. federal 1% excise tax on certain stock repurchases occurring on or after January 1, 2023. As of December 31, 2024, an excise tax liability of $1,880,944 was accrued.

Insurance & Risk Transfer

Risk Management Framework:

• Insurance Coverage: NorthView Acquisition Corp. has obtained a policy of directors’ and officers’ liability insurance.
• Risk Transfer Mechanisms: NorthView Sponsor I, LLC has agreed to be liable to NorthView Acquisition Corp. if claims by vendors or prospective target businesses reduce the amount of funds in the Trust Account below certain thresholds, subject to specific waivers and exceptions. NorthView Acquisition Corp. endeavors to have all vendors and service providers execute agreements waiving claims to monies held in the Trust Account.