Filing Overview
Registrant: NorthView Acquisition Corp., not Profusa, Inc. The Form 8-K reports events on December 22, 2021, and was filed December 30, 2021. NorthView is a special purpose acquisition company and an emerging growth company.
Business Context and Reporting Period
The filing reports the consummation of NorthView’s initial public offering and related private warrant financing. It does not provide operating results for Profusa, Inc. or a business combination announcement.
- IPO: 18,975,000 units, including 2,475,000 units issued upon full exercise of the underwriters’ over-allotment option.
- Each unit consisted of one common share, one right, and one-half of one redeemable warrant.
- IPO price: $10.00 per unit.
Key Financial Metrics and Capitalization
| Metric | Amount or Terms |
|---|---|
| IPO gross proceeds | $189.75 million |
| Private placement warrants issued | 7,347,500 warrants |
| Private placement gross proceeds | $7.3475 million |
| Funds deposited in trust | $191.6475 million |
| Public warrant exercise price | $11.50 per whole warrant, subject to adjustment |
| Right conversion | Each right entitles the holder to receive one-tenth of one common share |
The filing does not provide revenue, net income, operating cash flow, margins, debt balances, liquidity outside the trust account, or working-capital metrics. An audited balance sheet as of December 22, 2021 was filed as Exhibit 99.1, but its detailed amounts are not included in the supplied text.
Material Changes Versus the Prior Comparable Period
The filing describes the company’s formation-stage financing and does not present comparative financial statements or operating-period results. The material change was the completion of the IPO and private placement, resulting in $191.6475 million being placed in the trust account.
Outlook, Risks, Contingencies, and Unusual Items
- Private placement warrants are generally identical to the public warrants, except that they are not redeemable by the company and may be exercised on a cash or cashless basis while held by the initial purchasers or permitted transferees.
- If transferred to other holders, the private placement warrants become redeemable and exercisable on the same basis as the public warrants.
- The filing does not state a target business, transaction timetable, operating guidance, or management forecast.
- As a SPAC, the principal disclosed financial resource is the trust account; the filing does not describe the terms governing its eventual use or potential redemption outcomes in the supplied text.
Investor Verification Items
- Verify that the intended filing is for NorthView Acquisition Corp., because the request identifies Profusa, Inc.
- Review Exhibit 99.1 for the audited balance sheet and the allocation of IPO and warrant proceeds.
- Confirm trust-account restrictions, redemption rights, and the deadline and terms for completing a business combination in the company’s other filings.
- Review the warrant and right agreements for dilution, redemption, adjustment, and exercise provisions.
- Confirm underwriting fees, offering expenses, and the amount of net proceeds, which are not detailed in the supplied filing text.