Filing Overview
This Form 8-K was filed by NorthView Acquisition Corp., a special purpose acquisition company, regarding its March 21, 2024 annual meeting of stockholders. The request identifies Profusa, Inc., but the filing itself names NorthView Acquisition Corp. as the registrant.
Business Context and Reporting Period
- The company is pursuing an initial business combination and had 6,027,219 shares outstanding and entitled to vote as of February 29, 2024.
- At the meeting, 5,643,890 shares, or approximately 93.64% of outstanding shares, were present or represented by proxy, constituting a quorum.
- The filing is not a periodic financial report and does not provide revenue, earnings, cash flow, margin, debt, or liquidity metrics.
Meeting Results and Material Changes
| Proposal | Result |
|---|---|
| Election of five directors: Jack Stover, Fred Knechtel, Peter O’Rourke, Lauren Chung, and Ed Johnson | Approved; each received 5,643,890 votes for and no reported against votes, abstentions, or broker non-votes. |
| Ratification of Marcum LLP as independent registered public accounting firm for fiscal year 2024 | Approved unanimously based on the reported vote totals. |
| Extension of the business-combination deadline | Approved. The deadline may be extended monthly, for up to six months, through as late as September 22, 2024, subject to a $0.05 contribution per month per outstanding public share. |
| Amendment to the Investment Management Trust Agreement | Approved unanimously based on the reported vote totals. |
In connection with the extension, 95,394 shares were redeemed. After the redemption, 5,931,825 shares remained outstanding, including 738,075 public shares.
Outlook, Risks, and Contingencies
- If the company does not complete an initial business combination by April 22, 2024, it may extend the deadline monthly through no later than September 22, 2024, provided the required monthly contribution is made and no further amendment is approved.
- If no business combination is completed by the applicable deadline, the company expects to cease operations other than winding up, redeem the public shares, and subsequently dissolve and liquidate, subject to Delaware law and creditor obligations.
- Public stockholders retain the right to redeem some or all public shares upon completion of the initial business combination at a price based on the trust account balance, net of applicable taxes, divided by the then-outstanding public shares.
- The filing states that the redemption price in a liquidation would be based on the trust account balance, net of taxes and up to $100,000 of interest for dissolution expenses. It does not provide the trust account balance or an estimated per-share redemption amount.
Investor Verification Points
- Confirm the registrant identity, because the supplied metadata references Profusa, Inc., while the filing is for NorthView Acquisition Corp.
- Verify the final applicable business-combination deadline and whether the company makes each required monthly contribution.
- Verify the trust account balance, accrued interest, taxes, and resulting redemption price per public share.
- Review the amendment to the certificate of incorporation and the Investment Management Trust Agreement filed as Exhibits 3.1 and 10.1.
- The displayed vote data for Proposal 3 includes an unexplained trailing “1” after the listed voting columns; investors should consult the filed exhibit or official voting record for clarification.