Profusa, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
PFSA$0.53-6.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-06-13.
0001213900-25-054386
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001213900-25-076861
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 81 previous paragraphs and 87 current paragraphs.
61 unchanged; 15 reworded; 10 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Business Combination
Current report
On July 11, 2025, we completed our Business Combination with Profusa.
Current report
On July 1, 2025, the Company filed an amendment to its Certificate of Incorporation (the “Amendment”) 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 June 22, 2025 to August 22, 2025. Previously, on June 27, 2025, the Company had filed a copy of the Amendment with a date that mistakenly referenced “July 22, 2025” rather than “August 22, 2025,” however such filing was corrected in connection with the filing of the Amendment on July 1, 2025.
Current report
For the three months ended June 30, 2025, we had net loss of $8,196,876, which consisted of operating costs of $967,084, change in fair value of our warrant liabilities of $5,917,445, income tax provision of $2,386, change in fair value of convertible note of $1,154,729, and change in fair value of securities purchase agreement of $170,391 offset by interest income on cash held in the Trust Account of $15,159.
Current report
For the six months ended June 30, 2025, we had net loss of $9,316,786, which consisted of operating costs of $1,550,665, change in fair value of our warrant liabilities of $6,265,530, income tax provision of $21,738, change in fair value of convertible note of $1,380,059, and change in fair value of securities purchase agreement of $193,878 offset by interest income on cash held in the Trust Account of $95,084.
Current report
For the six months ended June 30, 2024, we had net loss of $1,217,764, which consisted of operating costs of $723,971, income tax provision of $44,480, and a loss of $800,595 for the change in fair value of our warrant liabilities, offset by interest income on securities held in the Trust Account of $225,184 and change in fair value of convertible note of $126,098.
Current report
The Company incurred significant costs in pursuit of its Business Combination. As part of the closing, the Company had cash inflows of $1.3 million from the Trust Account, net of redemptions, and the $9 million net PIPE convertible note. Cash outflows included marketing fees and vendor payments which totaled $3.4 million due at closing. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that subsequent to the closing of the Merger, there continue to be factors which raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the condensed consolidated financial statements are issued. The condensed consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty.
Current report
On December 19, 2024, the Company engaged A.G.P to serve as the placement agent in connection with a proposed business combination transaction. The Company shall pay to A.G.P. a cash fee (the “Cash Fee”) equal to 9.0% in a convertible note offering, note, or other similar equity-linked offerings, and shall be calculated from the face value of notes issued, which is payable at the close of a Business Combination. On June 17, 2025, the Company entered a settlement agreement with A.G.P. for the Cash Fee of $968,000 related to the debt private placement (the “Offering”) to be issued at the Closing. Pursuant to the settlement agreement, as a result of the Business Combination, the Company paid A.G.P. $550,000 at the Closing and the remaining $418,000 of the fees were deferred and due on the earlier of (i) the second tranche of the debt private placement being issued and (ii) December 31, 2025. The Company also agreed to reimburse A.G.P. $50,000 for expenses incurred in connection with the offering.
Current report
On June 15, 2023, the Company engaged the Benchmark Company LLC (“Benchmark”) to provide advisory services related to the Business Combination and the Convertible Notes. The Company was to pay Benchmark at the closing of the Business Combination an advisory fee of $750,000 in two tranches. The first tranche will be $500,000 earned upon the closing of the Business Combination in the surviving public entity’s common stock (“Tranche 1”). The number of shares to be issued is calculated on the 30 th day following the Closing by dividing $500,000 and the trailing 5-day VWAP of the Company’s common stock as calculated by Bloomburg with a minimum price of $2.00. The second tranche will be $250,000, at the Company’s option, in either cash or in the surviving entity’s common shares calculated by dividing $250,000 by the lowest trailing 5-day VWAP in the prior 30 days (“Tranche 2”). Upon funding of the Convertible Notes by investors introduced by Benchmark, the Company will pay to Benchmark fees in cash equal to 5% of the net proceeds of any Convertible Note draw at the time of funding of such draw (“Arrangement Fees”). The Tranche 2 fee shall be reduced by the amount of any fees paid to Benchmark for other transactions during the Term other than Arrangement Fees associated with Convertible Notes, after the Business Combination, up to $250,000. As a result of the Business Combination, Benchmark was paid in shares of the post-combination company in the amount of $500,000.
Current report
Non-Redemption Agreement
Removed paragraphs (5)
Previous report
We expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Previous report
Recent Developments
Previous report
Proposed Business Combination
Previous report
For the three months ended March 31, 2025, we had net loss of $1,119,910, which consisted of operating costs of $583,581, change in fair value of our warrant liabilities of $348,085, income tax provision of $19,352, change in fair value of convertible note of $225,330, and change in fair value of securities purchase agreement of $23,487 offset by interest income on cash held in the Trust Account of $79,925.
Previous report
The Company has until June 22, 2025 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by June 22, 2025. If a Business Combination is not consummated by the required date, there will be an option to either extend the time available for us to consummate our initial business combination or execute a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these condensed consolidated financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after June 22, 2025.
Reworded paragraphs (15)
Previous wording
We are a blank check company incorporated on April 19, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). We consummated our initial public offering on December 22, 2021 and have identified a target company for our business combination. We intend to use the cash proceeds from our Public Offering and the Private Placement described below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business Combination.
Current wording
We are a blank check company incorporated on April 19, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). We consummated our initial public offering on December 22, 2021 and have identified a target company for our business combination. We used the cash proceeds from our Public Offering and the Private Placement described below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt for the significant costs incurred to complete the Business Combination.
Previous wording
The Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition of $15,000,000, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa. There is no assurance that the Business Combination will be completed.
Current wording
The Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition of $15,000,000, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa.
Previous wording
On May 31, 2024, the Company’s Board of Directors approved, and the Company second amended 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.
Current wording
On May 31, 2024, the Company’s Board of Directors approved, and the Company second amended 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 has deferred the repayment of the Note to six months after the Closing.
Previous wording
From inception to date, we have withdrawn a total of $1,484,158 of interest from the Trust Account of which $1,452,546 was paid for franchise and income taxes. Of the aggregate withdrawals, $31,612 was restricted for the payment of our income taxes. We utilized $13,162 of these withdrawals towards funding operating expenses, as well as the monthly extension deposits. As of March 31, 2025, we have restricted cash of $18,450. We intend to deposit $13,162 back into the Trust Account or use the $13,162 (or a portion thereof) for tax obligations until a deposit is made into the trust on a future date.
Current wording
From inception to date, we have withdrawn a total of $1,484,218 of interest from the Trust Account of which $1,453,297 was paid for franchise and income taxes. Of the aggregate withdrawals, $30,922 was restricted for the payment of our income taxes. We utilized $29,171 of these withdrawals towards funding operating expenses, as well as the monthly extension deposits. As of June 30, 2025, we have restricted cash of $1,751. We intend to deposit $29,171 back into the Trust Account or use the $29,171 (or a portion thereof) for tax obligations until a deposit is made into the trust on a future date.
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, 2025, we had $18,450 in restricted cash and a working capital deficit of $13,191,353.
Current wording
As of June 30, 2025, we had $1,751 in restricted cash and a working capital deficit of $15,492,554.
Previous wording
For the three months March 31, 2025, cash used in operating activities was $362,441. Net loss of $1,119,910 was impacted primarily by trust interest income of $79,925, change in fair value of our warrant liabilities of $348,085, change in fair value of convertible note of $225,330, change in fair value of securities purchase agreement of $23,487 and changes in operating assets and liabilities reflected cash provided by operating activities of $240,492 during such period.
Current wording
For the six months June 30, 2025, cash used in operating activities was $501,614. Net loss of $9,316,786 was impacted primarily by trust interest income of $95,084, change in fair value of our warrant liabilities of $6,265,530, change in fair value of convertible note of $1,380,059, change in fair value of securities purchase agreement of $193,878 and changes in operating assets and liabilities reflected cash provided by operating activities of $1,070,789 during such period.
Previous wording
For the three months March 31, 2025, cash provided by investing activities included $99,284 of extension payments made to the trust, $78,813 of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $6,510,830 in relation to stock redemptions.
Current wording
For the six months June 30, 2025, cash provided by investing activities included $99,285 of extension payments made to the trust, $78,813 of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $6,510,830 in relation to stock redemptions.
Previous wording
For the three months March 31, 2025, cash used in financing activities included $385,158 of an advance from Profusa and $6,510,830 paid out in relation to stock redemptions.
Current wording
For the six months June 30, 2025, cash used in financing activities included $507,633 of an advance from Profusa and $6,510,830 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, 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
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 $1,919,796 and is presenting the Note at fair value on its balance sheet at March 31, 2025 and December 31, 2024 in the amount of $9,133,382 and $8,908,052, respectively.
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 $1,919,796 and is presenting the Note at fair value on its balance sheet at June 30, 2025 and December 31, 2024 in the amount of $10,288,111 and $8,908,052, respectively.
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, 2025 and 2024, $0 had been incurred and billed relating to the administrative service fee. As of March 31, 2025 and December 31, 2024, $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, 2025 and 2024, $0 had been incurred and billed relating to the administrative service fee. As of June 30, 2025 and December 31, 2024, $50,000 relating to the administrative service fee was not paid and recorded as due to related party.
Previous wording
NorthView previously engaged I-Bankers as an advisor to assist in holding meetings to discuss the potential business combination and the target business’ attributes, introduce NorthView to potential investors that are interested providing funding in connection with a Business Combination, assist NorthView in obtaining stockholder approval for such business combination and assist NorthView with its press releases and public filings in connection with such business combination (the “Business Combination Marketing Agreement”). In connection with such engagement, NorthView agreed to pay I-Bankers and Dawson James a cash fee (the “Business Combination Fee”) for such services upon the consummation of a business combination in an amount equal to 3.68% of the gross proceeds of its initial public offering (exclusive of any applicable finders’ fees which might become payable). In connection with the Business Combination, NorthView, I-Bankers and Dawson James amended the Business Combination Marketing Agreement to revise a portion of the Business Combination Fee to be partially payable in NorthView securities and partially payable in cash upon the closing of the Merger with Profusa, with such securities to be subject to lock-up provisions. Subsequently, on January 19, 2025, the agreement was modified by the parties such that the Company will be required to pay $2,000,000, payable in cash, if a business combination is consummated.
Current wording
NorthView previously engaged I-Bankers as an advisor to assist in holding meetings to discuss the potential business combination and the target business’ attributes, introduce NorthView to potential investors that are interested providing funding in connection with a Business Combination, assist NorthView in obtaining stockholder approval for such business combination and assist NorthView with its press releases and public filings in connection with such business combination (the “Business Combination Marketing Agreement”). In connection with such engagement, NorthView agreed to pay I-Bankers and Dawson James a cash fee (the “Business Combination Fee”) for such services upon the consummation of a business combination in an amount equal to 3.68% of the gross proceeds of its initial public offering (exclusive of any applicable finders’ fees which might become payable). In connection with the Business Combination, NorthView, I-Bankers and Dawson James amended the Business Combination Marketing Agreement to revise a portion of the Business Combination Fee to be partially payable in NorthView securities and partially payable in cash upon the closing of the Merger with Profusa, with such securities to be subject to lock-up provisions. Subsequently, on January 19, 2025, the agreement was modified by the parties such that the Company will be required to pay $2,000,000, payable in cash, if a business combination is consummated. As a result of the Business Combination, I-Bankers was paid $900,000 and Dawson James was paid $600,000 under the Business Combination marketing agreement. The payment of the remaining $500,000 has been deferred until after the Closing.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On May 8, 2025, the Company entered into a non-redemption agreement (the “Non-Redemption Agreement”) with I-Bankers Securities, Inc. and Dawson James Securities, Inc. (together, the “Investors”), pursuant to which such Investors agreed that to the extent that redemptions in connection with the vote to approve the Business Combination reduces the Company’s trust account balance below $1.25 million, the Investors would offer such redeeming shareholders an opportunity to rescind the redemption of their shares and would instead purchase such shares. Such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act or would otherwise not constitute a tender offer pursuant to the Exchange Act. As of the Closing Date, the Company’s trust account balance was not below $1.25 million.