Business Context and Reporting Period
This Form 8-K was filed by NorthView Acquisition Corp., a Delaware special purpose acquisition company, with an event date of December 17, 2021 and filing signed December 22, 2021. The supplied metadata identifies Profusa, Inc., but the filing itself identifies NorthView Acquisition Corp. as the registrant.
The filing reports the company’s initial public offering, related private placement, governance appointments, amended charter adoption, and establishment of a trust account. It does not describe an operating business or a completed business combination.
Key Financial Metrics and Capitalization
- IPO: 18,975,000 units sold at $10.00 per unit, generating gross proceeds of $189.75 million, including the full exercise of the 2,475,000-unit over-allotment option.
- Unit composition: Each unit included one common share, one right, and one-half of one redeemable warrant. Each right entitles its holder to receive one-tenth of one common share. Each whole warrant is exercisable at $11.50 per share, subject to adjustment.
- Private placement: 7,347,500 private placement warrants were sold at $1.00 each, generating gross proceeds of $7.3475 million.
- Trust account: $191.6475 million of combined IPO and private-placement proceeds was deposited into a U.S.-based trust account.
- Revenue, profit, cash flow, margins, and debt: The filing does not provide operating revenue, net income, cash-flow, margin, or debt figures.
Material Changes Versus the Prior Comparable Period
- The company completed its IPO and private placement and funded the trust account.
- The company adopted an Amended and Restated Certificate of Incorporation effective December 17, 2021.
- Lauren Chung, Peter O’Rourke, and Ed Johnson joined the board as independent directors and were appointed to the audit, compensation, and nominating and corporate governance committees.
- The filing does not provide prior-period financial statements or comparable-period operating results.
Guidance, Outlook, Risks, and Unusual Items
- The company is required to use the trust-account proceeds primarily for a future initial business combination and related permitted purposes.
- If an initial business combination is not completed within 15 months after the IPO closing, the company may have up to 21 months if it extends the completion period in accordance with its governing documents. Otherwise, public shares generally must be redeemed, subject to applicable law.
- Trust funds cannot generally be released until completion of a business combination, specified shareholder-approved amendments and related redemptions, or redemption upon failure to complete a business combination within the applicable period. Interest may be released to pay taxes.
- Private placement warrants have different redemption and exercise characteristics while held by the initial purchasers or permitted transferees; they become subject to the terms applicable to public warrants if transferred to other holders.
- No revenue guidance or operating outlook was provided. The principal contingencies are completing a business combination within the permitted period, shareholder redemption rights, and potential dilution from rights and warrants.
Important Facts for Investors to Verify
- Reconcile the apparent date inconsistency: the report is identified with a December 17 event date, while it states that the IPO was consummated on December 22, 2021.
- Confirm the registrant identity because the supplied metadata names Profusa, Inc., whereas the filing names NorthView Acquisition Corp.
- Review the IPO underwriting, trust, rights, warrant, registration-rights, and business-combination marketing agreements for fees, redemption provisions, dilution, and sponsor-related terms.
- Verify the applicable deadline and extension mechanics for completing the initial business combination.
- Assess the potential dilution from 18,975,000 public warrants, 7,347,500 private placement warrants, and rights convertible into additional common shares.