Item 8.01 Regulation FD Disclosure.
Supplement to the Definitive Proxy Statement
On February 17, 2023, NorthView Acquisition Corp. (the "Company") filed a
definitive proxy statement (the "Definitive Proxy Statement") for the
solicitation of proxies in connection with a special meeting of the Company's
stockholders to be held on March 10, 2023 (the "Special Meeting") to consider
and vote on, among other proposals, a proposal to amend the Company's Amended
and Restated Certificate of Incorporation to extend the period by which the
Company is required to consummate its initial business combination (the
"Extension Proposal"), and a proposal to amend the Investment Management Trust
Agreement to implement the Extension (the "Trust Amendment Proposal").
The Company has determined to clarify in the Definitive Proxy Statement that the
funds in trust and any additional contributions, including any interest thereon,
will not be used, now or in the future, to pay for the excise tax imposed under
the Inflation Reduction Act of 2022.
Accordingly, the Company has determined to amend and supplement the Definitive
Proxy Statement as described in this Current Report on Form 8-K.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information to its stockholders, as
described in this supplement to the Definitive Proxy Statement filed with the
United States Securities and Exchange Commission on February 17, 2023, in
connection with the Special Meeting to be held on March 10, 2023. These
disclosures should be read in connection with the Definitive Proxy Statement,
which should be read in its entirety. To the extent that the information set
forth herein differs from or updates information contained in the Definitive
Proxy Statement, the information set forth herein shall supersede or supplement
the information in the Definitive Proxy Statement. Defined terms used but not
defined herein have the meanings set forth in the Definitive Proxy Statement and
all page references are to pages in the Definitive Proxy Statement. The Company
makes the following amended and supplemental disclosures:
--------------------------------------------------------------------------------
1. Certain disclosures on page 20 of the Definitive Proxy Statement are hereby
amended and restated as follows:
A new 1% U.S. federal excise tax could be imposed on the Company in connection
with redemptions by Company of its shares in connection with a business
combination or other stockholder vote pursuant to which stockholders would have
a right to submit their shares for redemption (a "Redemption Event").
On August 16, 2022, the Inflation Reduction Act of 2022 ("IR Act") was signed
into federal law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax on certain repurchases (including redemptions) of stock by
publicly traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations.
The excise tax is imposed on the repurchasing corporation itself, not its
stockholders from which shares are repurchased. The amount of the excise tax is
generally 1% of the fair market value of the shares repurchased at the time of
the repurchase. However, for purposes of calculating the excise tax,
repurchasing corporations are permitted to net the fair market value of certain
new stock issuances against the fair market value of stock repurchases during
the same taxable year. In addition, certain exceptions apply to the excise tax.
The Treasury has been given authority to provide regulations and other guidance
to carry out, and prevent the abuse or avoidance of the excise tax. In this
regard, on December 27, 2022, the Treasury and the Internal Revenue Service
issued a notice announcing their intent to issue proposed regulations addressing
the application of the excise tax, and describing certain rules on which
taxpayers may rely prior to the issuance of such proposed regulations (the
"Notice").
Any redemption or other repurchase that occurs after December 31, 2022 in
connection with a Redemption Event may be subject to the excise tax. Pursuant to
the rules set forth in the Notice, however, redemptions in connection with a
liquidation of the Company are generally not subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection
with a Redemption Event would depend on a number of factors, including (i) the
fair market value of the redemptions and repurchases in connection with the
Redemption Event, (ii) the structure of the business combination, (iii) the
nature and amount of any "PIPE" or other equity issuances in connection with the
business combination (or otherwise issued not in connection with the Redemption
Event but issued within the same taxable year of the business combination) and
(iv) the content of regulations and other future guidance from the Treasury. In
addition, because the excise tax would be payable by the Company, and not by the
redeeming holder, the mechanics of any required payment of the excise tax have
not been determined; however, the Company will not use the funds held in the
Trust Account or any additional amounts deposited into the Trust Account, as
well as any interest earned thereon, to pay the excise tax. Additionally, we
expect to either fully liquidate or consummate an initial business combination
during 2023, and therefore do not expect to be subject to the excise tax. The
foregoing could cause a reduction in the cash available on hand to complete a
business combination and in the Company's ability to complete a business
combination.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
shareholders in respect of the Special Meeting of stockholders and the Extension
Proposal, the Trust Amendment Proposal, and related matters. Information
regarding the Company's directors and executive officers is available in
Company's proxy statement for the Special Meeting filed with the U.S. Securities
and Exchange Commission on February 17, 2023. Additional information regarding
the participants in the proxy solicitation and a description of their direct and
indirect interests are contained in the Definitive Proxy Statement.
--------------------------------------------------------------------------------
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed with the Securities and Exchange Commission (the "SEC")
the Definitive Proxy Statement in connection with the Special Meeting of
stockholders to consider and vote upon the Extension Proposal, the Trust
Amendment Proposal, and other matters and, beginning on or about February 9,
2023, mailed the Definitive Proxy Statement and other relevant documents to its
stockholders as of the January 23, 2023 record date for the Special Meeting. The
Company's stockholders and other interested persons are advised to read the
Definitive Proxy Statement and any other relevant documents that have been or
will be filed with the SEC in connection with the Company's solicitation of
proxies for the Special Meeting because these documents contain important
information about the Company, the Extension Proposal and related matters.
Stockholders may also obtain a free copy of the Definitive Proxy Statement, as
well as other relevant documents that have been or will be filed with the SEC,
without charge, at the SEC's website located at www.sec.gov or by directing a
request to 207 West 25th St., 9th Floor, New York, NY 10001 , (212) 494-9022 or
to Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks
and brokers can call collect at (203) 658-9400, or by emailing
NVAC.info@investor.morrowsodali.com.
Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements regarding the estimated per share redemption price and related
matters, as well as all other statements other than statements of historical
fact included in this Form 8-K are forward-looking statements. When used in this
Form 8-K, words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions, as they relate
to us or our management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the "Risk Factors" section of the
Company's Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q
and initial public offering prospectus. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this release,
except as required by law.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses