Profusa, Inc.

Current report

As a result of closing of the Business Combination on July 11, 2025, the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 no longer apply. For risk factors relating to our business following the Business Combination, please refer to the section “Risk Factors” in the Company’s Registration Statement on Form S-4 (File No. 333-269417) initially filed with the SEC on January 1, 2023, as amended. Any of these factors could result in a significant or material adverse effect on the Company’s results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair the Company’s business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in the Company’s future filings with the SEC.

Current report

The consummation of the Business Combination, and the financing transactions consummated in connection therewith, resulted in gross proceeds of $10.27 million.

Current report

The funds from the Business Combination and the related financing transactions were used for: (i) redemptions to public stockholders, (ii) cash to balance sheet, and (iii) payment of fees and expenses. The direct and indirect fees and expenses incurred were approximately $3.4 million.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

On December 22, 2021, we consummated our Initial Public Offering of 18,975,000 Units, which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option granted to the underwriters, generating gross proceeds of $189,750,000. I-Bankers Securities, Inc. and Dawson James Securities, Inc. acted as joint book-running managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-257156 and 333-261763). The Securities and Exchange Commission declared the registration statement effective on December 20, 2021.

Previous report

Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 7,347,500 Private Placement Warrants to the Sponsor and I-Bankers and Dawson James at a price of $1.00 per Private Placement Warrant, generating total proceeds of $7,347,500.

Previous report

The Private Placement Warrants are identical to the Warrants sold in the IPO except that the Private Placement Warrants: (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees.

Previous report

We paid a total of $3,450,000 in underwriting discounts and commissions and $609,623 for other costs and expenses related to the IPO. I-Bankers and Dawson James, representatives of the several underwriters in the IPO, received a portion of the underwriting discounts and commissions related to the IPO. We also repaid the promissory note to the Sponsor from the proceeds of the IPO. After deducting the underwriting discounts and commissions and incurred offering costs, the total net proceeds from our IPO and the sale of the private placement warrants was $193,037,877, of which $191,647,500 (or $10.10 per unit sold in the IPO) was placed in the trust account. Other than as described above, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates.