Profusa, Inc.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Form 10-K for the fiscal year ended December 31, 2024. As of the date of this Report, there have been no material changes to the risk factors disclosed in our Form 10-K for the year ended December 31, 2024 filed with the SEC, other than those described below.

Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement in Nasdaq Rule IM 5101-2(b) to complete a business combination, and our securities have since been delisted from Nasdaq.

Nasdaq Listing Rule IM-5101-2(b) (the “Rule”), required that we complete a business combination no later than 36 months after our IPO, and Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement to complete a business combination within the timeframe specified by the Rule, and our securities will face an immediate suspension and delisting action once we receive a delisting determination letter from Nasdaq after such 36-month window ends on December 20, 2024. Our securities were delisted from Nasdaq on December 27, 2024, due to our failure to complete an initial business combination within the timeframe required under Nasdaq Rule IM-5101-2. Our shares of Common Stock, public warrants and rights are currently quoted on OTC Pink. Upon consummation of the Business Combination, the combined company’s shares of Common Stock and public warrants will be listed on the Nasdaq Capital Market under the symbols “PFSA” and “PFSAW,” respectively. In connection with the Business Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than the continued listing requirements, in order to list the combined company’s securities on Nasdaq.

Because our securities trade on the Over the Counter (OTC) market, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions, we could face significant material adverse consequences, including.

Because we are no longer listed on Nasdaq, our securities could no longer be considered to be “covered securities” under the National Securities Markets Improvement Act of 1996, and we could be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination, which may make more difficult and costly to complete a business combination. Further, this may make us a less attractive business combination partner for companies with which we would otherwise seek to pursue a business combination. In addition, our securityholders could be prohibited from trading in our securities absent our registration in the state where such securityholder lives. To date we have not registered our securities in any State, and do not currently plan to do so. This may make it difficult or impossible for our securityholders to trade in our securities.