NorthView Acquisition Corp

Previous wording

On September 25, 2024, Vellar terminated the Amended and Restated Binding Principal Terms and Conditions with the Company and Profusa, dated May 9, 2024 (“Amended Term Sheet”). The termination letter notified the Company and Profusa that Vellar elected to exercise its right to terminate pursuant to which Vellar will be entitled to receive all reasonable costs and expenses related thereto not to exceed $75,000. Total fees associated with the transaction amounted to $59,867 to be paid by either the Company or Profusa.

Current wording

On September 25, 2024, Vellar terminated the Amended and Restated Binding Principal Terms and Conditions with the Company and Profusa, dated May 9, 2024. The termination letter notified the Company and Profusa that Vellar elected to exercise its right to terminate pursuant to which Vellar will be entitled to receive all reasonable costs and expenses related thereto not to exceed $75,000. Total fees associated with the transaction amounted to $59,867. Such payment of the breakup fee shall be due at close of Business Combination.

Previous wording

On March 21, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Meeting”). At the meeting, a proposal to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from March 22, 2024, monthly for up to six additional months at the election of the Company and only upon contribution of $0.05 per month per outstanding public share, ultimately until September 22, 2024.

Current wording

On March 21, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Meeting”). At the meeting, the Company’s stockholders approved the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from March 22, 2024, monthly for up to six additional months at the election of the Company and only upon contribution of $0.05 per month per outstanding public share, ultimately until September 22, 2024.

Previous wording

On September 19, 2024, the Company held an extraordinary general meeting of stockholders (the “Meeting”). At the meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial Business Combination to March 22, 2025. In connection with the approval of the extension amendment, holders of 50,556 of the Company’s common stock exercised their right to redeem, with 5,881,269 shares of common stock remaining outstanding after the redemption; 687,519 shares of common stock remaining outstanding after the redemption are shares issued in connection with our initial public offering. Consequently, the contribution is $34,376 per month needed for the Company to continue to extend the Combination Period monthly. On October 1, 2024, the Company made a deposit of $34,376 for September extension contribution.

Current wording

On September 19, 2024, the Company held an extraordinary general meeting of stockholders (the “Meeting”). At the meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial Business Combination to March 22, 2025. In connection with the approval of the extension amendment, holders of 50,556 shares of the Company’s common stock exercised their right to redeem, with 5,881,269 shares of common stock remaining outstanding after the redemption; 687,519 shares of common stock remaining outstanding after the redemption are shares issued in connection with our initial public offering. Consequently, the contribution is $34,376 per month needed for the Company to continue to extend the Combination Period monthly. On October 4, 2024, the Company made a deposit of $34,376 for the September extension contribution. The October and November extension contributions have not yet been made.

Previous wording

For the three months ended March 31, 2024, we had net loss of $820,277, which consisted of operating costs of $470,841, income tax provision of $21,454, and a loss of $504,723 for the change in fair value of our warrant liabilities, offset by interest income on securities held in the Trust Account of $116,664 and change in fair value of convertible note of $60,077.

Current wording

For the three months ended June 30, 2024, we had net loss of $397,487, which consisted of operating costs of $253,130, income tax provision of $23,026, and a loss of $295,872 for the change in fair value of our warrant liabilities, offset by interest income on securities held in the Trust Account of $108,520 and change in fair value of convertible note of $66,021.

Previous wording

As of March 31, 2024, we had $5,314 in cash and a working capital deficit of $3,898,430.

Current wording

As of June 30, 2024, we had $6,496 in cash and a working capital deficit of $4,043,301.

Previous wording

For the three months ended March 31, 2023, cash used in operating activities was $966,607. Net income of $440,895 was impacted primarily by trust interest income of $1,845,005, unrealized loss on investments of $3,165, change in deferred tax provision of $35,597 and change in fair value of our warrant liabilities of $574,137. Changes in operating assets and liabilities reflected a use of cash of $104,202 from operating activities during such period.

Current wording

For the six months ended June 30, 2024, cash used in operating activities was $675,730. Net loss of $1,217,764 was impacted primarily by trust interest income of $225,184, change in fair value of convertible note of $126,098 and change in fair value of our warrant liabilities of $800,595. Changes in operating assets and liabilities reflected cash provided of $92,721 from operating activities during such period.

Previous wording

For the three months ended March 31, 2024, cash provided by investing activities included $125,051 of extension payments made to the trust, $28,484 of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $2,653,439 in relation to a partial stock redemption.

Current wording

For the six months ended June 30, 2024, cash provided by investing activities included $235,733 of extension payments made to the trust, $204,460 of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $2,653,439 in relation to stock redemptions.

Previous wording

For the three months ended March 31, 2024, cash used in financing activities included $378,185 of proceeds from a convertible promissory note and $2,653,439 of a partial stock redemption.

Current wording

For the six months ended June 30, 2024, cash used in financing activities included $708,981 of proceeds from a convertible promissory note and $2,653,439 paid out in relation to stock redemptions.

Previous wording

For the three months ended March 31, 2024, cash used in operating activities was $280,853. Net loss of $820,277 was impacted primarily by trust interest income of $116,664, change in fair value of convertible note of $60,077, change in deferred tax provision of $13,661 and change in fair value of our warrant liabilities of $504,723. Changes in operating assets and liabilities reflected cash provided of $225,103 from operating activities during such period.

Current wording

For the six months ended June 30, 2023, cash used in operating activities was $1,239,875. Net income of $1,293,284 was impacted primarily by trust interest income of $1,964,386, change in fair value of convertible note of $58,590, change in deferred tax provision of $36,940 and change in fair value of our warrant liabilities of $433,738. Changes in operating assets and liabilities reflected a used of cash of $39,505 from operating activities during such period.

Previous wording

For the three months ended March 31, 2023, cash provided by investing activities included $48,707 of extension payments made to the trust, $877,438 of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $184,845,836 in relation to a partial stock redemption.

Current wording

For the six months ended June 30, 2023, cash provided by investing activities included $194,827 of extension payments made to the trust, $877,438 of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $184,845,836 paid out in relation to stock redemptions.

Previous wording

On April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $1,200,000. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. On January 10, 2024, the Company’s Board of Directors approved, and the Company amended the Note to increase the principal amount of the Note that could be drawn on to $1.5 million. The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor. The Company had principal outstanding of $1,500,000 and is presenting the Note at fair value on its balance sheet at March 31, 2024 in the amount of $1,262,226.

Current wording

On April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $1,200,000. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. On January 10, 2024, the Company’s Board of Directors approved, and the Company amended the Note to increase the principal amount of the Note that could be drawn on to $1.5 million. The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor. On May 31, 2024, the Company’s Board of Directors approved and the Company entered into a second amendment of its Convertible Working Capital Promissory Note with the sponsor to increase the principal amount of the Note that could be drawn on to $2.5 million. The second amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor. The Company had principal outstanding of $1,830,796 and is presenting the Note at fair value on its balance sheet at June 30, 2024 in the amount of $1,527,001.

Previous wording

As of March 31, 2024 and December 31, 2023, we did not have any long-term debt, capital or operating lease obligations.

Current wording

As of June 30, 2024 and December 31, 2023, we did not have any long-term debt or capital or operating lease obligations.

Previous wording

We entered into an administrative services agreement with our sponsor pursuant to which we pay for office space and secretarial and administrative services provided to members of our management team, in an amount of $5,000 per month. As of June 30, 2023, the Company and the sponsor terminated this agreement. For the three months ended March 31, 2024 and 2023, $0 and $15,000 had been incurred and billed relating to the administrative service fee, respectively. As of March 31, 2024 and December 31, 2023, $50,000 relating to the administrative service fee was not paid and recorded as due to related party.

Current wording

We entered into an administrative services agreement with our sponsor pursuant to which we pay for office space and secretarial and administrative services provided to members of our management team, in an amount of $5,000 per month. As of June 30, 2023, the Company and the sponsor terminated this agreement. For the three and six months ended June 30, 2024 and 2023, $0 had been incurred and billed relating to the administrative service fee, respectively. For the three and six months ended June 30, 2023, $15,000 and $30,000 had been incurred and billed relating to the administrative service fee, respectively. As of June 30, 2024 and December 31, 2023, $50,000 relating to the administrative service fee was not paid and recorded as due to related party.