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. 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.

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.

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 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.

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. On December 13, 2024, the Company made a deposit of $68,752 for the October and November extension contributions. In October 2024, $595,439 was paid from the trust account to redeeming stockholders in connection with the extension.

Previous wording

The Extension Notice also notified the Company that the Staff had determined to grant the Company a further exception to enable it to regain compliance with the Listing Rule. Pursuant to the terms of the exception, the Company must file its Quarterly Report on Form 10-Q for the period ended June 30, 2024 on or prior to November 18, 2024:

Current wording

The Extension Notice also notified the Company that the Staff had determined to grant the Company a further exception to enable it to regain compliance with the Listing Rule. Pursuant to the terms of the exception, the Company must file its Quarterly Report on Form 10-Q for the period ended June 30, 2024 on or prior to November 18, 2024. On November 15, 2024, the Company filed its Quarterly Report on Form 10-Q for the period ended June 30, 2024.

Previous 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.

Current wording

For the nine months ended September 30, 2024, we had net loss of $1,126,587, which consisted of operating costs of $1,041,241, income tax provision of $63,979, and a loss of $496,020 for the change in fair value of our warrant liabilities, offset by interest income on securities held in the Trust Account of $333,934 and change in fair value of convertible note of $140,719.

Previous wording

For the six months ended June 30, 2023, we had net income of $1,293,284, which consisted of interest income and unrealized loss on securities held in the Trust Account of $1,964,386 and a gain of $433,738 for the change in fair value of our warrant liabilities, offset by operating costs of $758,427, change in fair value of convertible note of $58,590 and income tax provision of $405,003. We are required to revalue our liability-classified warrants at the end of each reporting period and reflect in the unaudited condensed consolidated statements of operations a gain or loss from the change in fair value of the warrant liabilities in the period in which the change occurred.

Current wording

For the three months ended September 30, 2023, we had net loss of $367,345, which consisted of $243,659 for the change in fair value of our warrant liabilities, operating costs of $290,098, and income tax provision of $25,499, offset by interest income on securities held in the Trust Account of $138,725 and a change in fair value of convertible note of $53,186. We are required to revalue our liability-classified warrants at the end of each reporting period and reflect in the unaudited condensed consolidated statements of operations a gain or loss from the change in fair value of the warrant liabilities in the period in which the change occurred.

Previous wording

For the three months ended June 30, 2023, we had net income of $852,389, which consisted of interest income and unrealized loss on securities held in the Trust Account of $122,546 and a gain of $1,007,875 for the change in fair value of our warrant liabilities, offset by operating costs of $314,710, change in fair value of convertible note of $58,590 and income tax provision of $21,912. We are required to revalue our liability-classified warrants at the end of each reporting period and reflect in the unaudited condensed consolidated statements of operations a gain or loss from the change in fair value of the warrant liabilities in the period in which the change occurred.

Current wording

For the nine months ended September 30, 2023, we had net income of $925,939, which consisted of interest income on securities held in the Trust Account of $2,103,111 and a gain of $190,079 for the change in fair value of our warrant liabilities and change in fair value of convertible note of $111,776, offset by operating costs of $1,048,525, and income tax provision of $430,502. We are required to revalue our liability-classified warrants at the end of each reporting period and reflect in the unaudited condensed consolidated statements of operations a gain or loss from the change in fair value of the warrant liabilities in the period in which the change occurred.

Previous wording

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

Current wording

As of September 30, 2024, we had $533 in cash and a working capital deficit of $4,483,517.

Previous 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.

Current wording

For the nine months ended September 30, 2024, cash used in operating activities was $969,296. Net loss of $1,126,587 was impacted primarily by trust interest income of $333,934, change in fair value of convertible note of $140,719 and change in fair value of our warrant liabilities of $496,020. Changes in operating assets and liabilities reflected cash provided of $135,924 from operating activities during such period.

Previous 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.

Current wording

For the nine months ended September 30, 2024, cash provided by investing activities included $347,847 of extension payments made to the trust, $204,459 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 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.

Current wording

For the nine months ended September 30, 2024, cash used in financing activities included $787,981 of proceeds from a convertible promissory note, $320,717 of an advance from Profusa and $2,653,439 paid out in relation to stock redemptions.

Previous 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.

Current wording

For the nine months ended September 30, 2023, cash used in operating activities was $1,719,650. Net income of $925,939 was impacted primarily by trust interest income of $2,103,111, change in fair value of convertible note of $111,776, change in deferred tax provision of $36,940 and change in fair value of our warrant liabilities of $190,079. Changes in operating assets and liabilities reflected a use of cash of $203,683 from operating activities during such period.

Previous 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.

Current wording

For the nine months ended September 30, 2023, cash provided by investing activities included $340,947 of extension payments made to the trust, $1,171,438 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.

Previous wording

For the six months ended June 30, 2023, cash used by financing activities included $369,589 of proceeds from a convertible promissory note and $184,845,836 paid out in relation to stock redemptions.

Current wording

For the nine months ended September 30, 2023, cash used in financing activities included $713,015 of proceeds from a convertible promissory note and cash withdrawn from the trust of $184,845,836 in relation to a partial stock redemption.

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. 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.

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 $1,909,796 and is presenting the Note at fair value on its balance sheet at September 30, 2024 in the amount of $1,591,380.

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 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.

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 nine months ended September 30, 2024, $0 and $0 had been incurred and billed relating to the administrative service fee. For the three and nine months ended September 30, 2023, $0 and $30,000 had been incurred and billed relating to the administrative service fee, respectively. As of September 30, 2024 and December 31, 2023, $50,000 relating to the administrative service fee was not paid and recorded as due to related party.