PFSA

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended June 30, 2025, for Profusa, Inc. (formerly NorthView Acquisition Corp.). The Company is a Special Purpose Acquisition Company (SPAC) that consummated its Business Combination with Profusa, Inc. on July 11, 2025, shortly after the reporting period. As of June 30, 2025, the Company had not yet commenced commercial operations, with all activity related to formation, the IPO, and the pursuit of the Business Combination. The Company is classified as a smaller reporting company and an emerging growth company.

Key Financial Metrics

Debt and Liabilities: The Company reported a Convertible Promissory Note (related party) with a fair value of $10,288,111 (principal outstanding: $1,919,796). Warrant liabilities totaled $6,961,700. An excise tax payable of $1,952,662 was accrued due to share redemptions.

Material Changes vs. Prior Period

• Net Loss Expansion: Net loss for the three months ended June 30, 2025, was $(8.20) million, a significant increase from $(0.40) million in the same period in 2024. The six-month net loss was $(9.32) million compared to $(1.22) million in 2024.
• Non-Cash Fair Value Adjustments: The primary driver of the loss was a non-cash expense of $5.92 million related to the change in fair value of warrant liabilities for the quarter, compared to a $0.30 million loss in the prior year quarter. Additionally, the convertible promissory note fair value increased by $1.15 million in the quarter.
• Trust Account Reduction: Cash held in the Trust Account decreased from $8.33 million at December 31, 2024, to $1.94 million at June 30, 2025. This reduction was due to significant share redemptions totaling approximately $6.51 million in March 2025 and $0.66 million in June 2025.
• Liquidity Position: Operating cash and restricted cash dropped to $1,751 from $16,204 at the end of 2024, reflecting a severe working capital deficit.

Outlook, Risks, and Management Commentary

• Business Combination Closing: The Company successfully closed its merger with Profusa, Inc. on July 11, 2025. The Company changed its name to Profusa, Inc. in connection with the closing.
• Going Concern Uncertainty: Management has identified substantial doubt about the Company's ability to continue as a going concern within one year of the report date, citing significant costs incurred and the need for additional financing post-closing.
• Financing and PIPE: The Company entered into a Securities Purchase Agreement for senior secured convertible promissory notes. An initial tranche of $10 million principal (purchased for $9 million) was issued at closing. A subsequent agreement with Ascent Partners Fund LLC allows for up to $100 million in equity purchases.
• Excise Tax Liability: The Company has accrued approximately $1.95 million in excise taxes related to stock repurchases/redemptions. As of June 30, 2025, this tax was unpaid, with accrued interest and penalties of approximately $106,000.
• Internal Control Weaknesses: The Company disclosed that its disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in the review of fair value valuations (warrants and notes), recording of expenses, and safeguarding of trust assets.

Investor Verification Checklist

• Post-Merger Financials: Verify the pro forma financial position immediately following the July 11, 2025 closing, specifically the dilution impact of the earn-out shares and the conversion of the $10 million PIPE note.
• Excise Tax Payment: Confirm the status of the $1.95 million excise tax liability and whether it was settled at closing or remains a contingent liability.
• Going Concern Resolution: Assess the sufficiency of the $100 million equity purchase agreement and other financing to resolve the stated substantial doubt about the Company's ability to continue as a going concern.
• Internal Controls Remediation: Review subsequent filings for a plan to remediate the material weaknesses in internal controls over financial reporting identified in this 10-Q.
• Warrant Liability Treatment: Verify how the $6.96 million warrant liability was treated upon the closing of the Business Combination (e.g., conversion, cash settlement, or reclassification).