The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with our audited
consolidated financial statements and the notes related thereto which are
included in "Item 8. Consolidated Financial Statements and Supplementary Data"
of this Annual Report on Form 10-
Overview
We are a blank check company incorporated on
We expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Recent Developments
On
The Merger Agreement provides that, among other things, at the closing (the
"Closing") of the transactions contemplated by the Merger Agreement, Merger Sub
will merge with and into Profusa (the "Merger"), with Profusa surviving as a
wholly-owned subsidiary of NorthView. In connection with the Merger, NorthView
will change its name to "
The Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa. There is no assurance that the Business Combination will be completed.
The aggregate consideration to be received by the Profusa stockholders is based
on a pre-transaction equity value of
Subject to certain future revenue and stock-price based milestones, Profusa
stockholders will have the right to receive an aggregate of up to an additional
3,875,000 shares of NorthView Common Stock (the "Earnout Shares"). One-quarter
of the Earnout Shares will be issued if, between the 18-month anniversary and
the two year anniversary of the Closing, the combined company's common stock
achieves a daily volume weighted average market price of at least
Additionally, if Milestone Event I or Milestone Event II are achieved by the
second anniversary of the Closing, NorthView's sponsor,
38 Results of Operations
As of
For the year ended
For the period from
Liquidity and Going Concern
As of
For the year ended
Prior to the completion of the initial public offering, our liquidity needs had
been satisfied through a capital contribution from the sponsor of
In addition, in order to finance transaction costs in connection with an intended business combination, the initial stockholders or an affiliate of the initial stockholders or certain of our officers and directors may, but are not obligated to, provide us working capital loans. To date, there were no amounts outstanding under any working capital loans.
We have until
Off-Balance Sheet Financing Arrangements
We did not have any off-balance sheet arrangements as of
Contractual Obligations
As of
39
We entered into an administrative services agreement with our sponsor pursuant
to which we pay for office space and secretarial and administrative services
provided to members of our management team, in an amount of
NorthView previously engaged I-Bankers as an advisor to assist in holding meetings to discuss the potential business combination and the target business' attributes, introduce NorthView to potential investors that are interested providing funding in connection with a Business Combination, assist NorthView in obtaining stockholder approval for such business combination and assist NorthView with its press releases and public filings in connection with such business combination (the "Business Combination Marketing Agreement"). In connection with such engagement, NorthView agreed to pay IBS a cash fee (the "Business Combination Fee") for such services upon the consummation of a business combination in an amount equal to 3.68% of the gross proceeds of its initial public offering (exclusive of any applicable finders' fees which might become payable). NorthView had also previously entered into an engagement letter (the "Engagement Letter") contemplating the Business Combination Fee. In connection with the Business Combination, NorthView and I-Bankers amended the Business Combination Marketing Agreement and the Engagement Letter to revise a portion of the Business Combination Fee to be partially payable in NorthView securities and partially payable in cash upon the closing of the Merger with Profusa, with such securities to be subject to lock-up provisions.
Critical Accounting Policies
Management's discussion and analysis of our results of operations and liquidity
and capital resources are based on our financial information. We describe our
significant accounting policies in Note 2 - Significant Accounting Policies, of
the Notes to Consolidated Financial Statements included in this report. Our
consolidated financial statements have been prepared in accordance with
Warrant Liabilities
We account for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in our consolidated statements of operations.
Net Income (Loss) Per Common Stock
We have two categories of shares, which are referred to as common stock subject
to possible redemption and common stock. Earnings and losses are shared pro rata
between the two categories of shares. The 17,404,250 potential shares of common
stock for outstanding warrants to purchase our shares were excluded from diluted
earnings per share for the year ended
Common Stock Subject to Possible Redemption
Our common stock sold as part of the Units in the IPO ("public common stock") contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, or if there is a stockholder vote or tender offer in connection with the initial Business Combination. In accordance with ASC 480-10-S99, we classify public common stock subject to redemption outside of permanent equity as the redemption provisions are not solely within our control. The public common stock sold as part of the Units in the IPO was issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The public common stock is subject to ASC 480-10-S99 and is currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.
Recent Accounting Standards
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.
40 JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm's report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever is earlier.
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