NorthView Acquisition Corp. Signals Merger Progress with 8-K Filing

TL;DR

**NVAC is likely close to announcing a merger, get ready for potential volatility.**

AI Summary

NorthView Acquisition Corp. (NVAC) filed an 8-K on January 22, 2024, reporting a material definitive agreement entered into on January 12, 2024. This filing indicates NVAC is moving forward with a business combination, as evidenced by the inclusion of 'Written communications pursuant to Rule 425 under the Securities Act,' which is typically used for communications related to mergers or acquisitions. This matters to investors because it signals progress towards a potential merger or acquisition, which could significantly impact the stock's future value depending on the target company and deal terms.

Why It Matters

This filing indicates NorthView Acquisition Corp. is actively pursuing or has entered into a significant business combination, which is the primary purpose of a SPAC and could lead to substantial changes in the company's operations and stock performance.

Risk Assessment

Risk Level: medium — While progress on a business combination is positive for a SPAC, the specific terms and target company are still unknown, introducing uncertainty and potential for significant price swings.

Analyst Insight

A smart investor would closely monitor NorthView Acquisition Corp. (NVAC) for further announcements regarding the material definitive agreement, as the specifics of the deal will dictate the stock's future trajectory. This could be an opportune time to research potential target industries or companies that align with NVAC's SPAC profile.

Key Players & Entities

• NorthView Acquisition Corp. (company) — the registrant filing the 8-K
• January 12, 2024 (date) — date of the earliest event reported
• January 22, 2024 (date) — date the 8-K was filed
• Rule 425 (other) — SEC rule for written communications in business combinations

Forward-Looking Statements

• NorthView Acquisition Corp. will announce details of a business combination. (NorthView Acquisition Corp.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — red Shares of common stock, par value $0.0001 per share NVAC The NASDAQ Stock Mar
• $11.50 — of common stock at an exercise price of $11.50 per whole share NVACW The NASDAQ St
• $11,864,000 — h that the Earnout Revenue milestone of $11,864,000 for the fiscal year ended December 31,

Filing Documents

• ea191834-8k425_northview.htm (8-K) — 48KB
• ea191834ex2-2_northviewacq.htm (EX-2.2) — 15KB
• 0001213900-24-004961.txt ( ) — 294KB
• nvac-20240112.xsd (EX-101.SCH) — 4KB
• nvac-20240112_def.xml (EX-101.DEF) — 27KB
• nvac-20240112_lab.xml (EX-101.LAB) — 37KB
• nvac-20240112_pre.xml (EX-101.PRE) — 25KB
• ea191834-8k425_northview_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on November 7, 2022, NorthView Acquisition Corp., a Delaware corporation ("NorthView"), entered into an Merger Agreement and Plan of Reorganization (as amended by Amendment No. 1 to the Merger Agreement, dated September 12, 2023, and as it may be further amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among NorthView and Infrared Cameras Holdings, Inc., a Delaware corporation ("Profusa"), and NV Profusa Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of NorthView ("Merger Sub"). Upon consummation of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Profusa (the "Merger") with Profusa surviving the Merger as a wholly-owned subsidiary of NorthView. The transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination." On January 12, 2024, the parties to the Merger Agreement entered into Amendment No. 2 to the Merger Agreement (the "Amendment") pursuant to which the parties agreed to revise the definition of "Milestone Event III" and such that the Earnout Revenue milestone of $11,864,000 for the fiscal year ended December 31, 2024, was replaced with a milestone requiring consummation of the Tasly JV (a joint venture contemplated among Profusa and Tasly (International) Healthcare Capital Company Limited, as described in the Amendment) and receipt of the related funding during the fiscal year ended December 31, 2024. . Amendment No. 2 also extended the Outside Date (the date by which the Business Combination must be consummated, otherwise the Merger Agreement becomes terminable by Profusa or the Company) from September 21, 2023, to June 22, 2024. The foregoing descriptions of the Merger Agreement and the Amendment are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement and the Amendment, copie

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among NorthView, NV Profusa Merger Sub, Inc. and Profusa, Inc. (incorporated by reference to Exhibit 2.1 to NorthView's Current Report on Form 8-K, filed with the SEC on November 10, 2022).) 2.2 Amendment No. 2 to Merger Agreement, dated January 12, 2024, by and among NorthView, Profusa and Merger Sub 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. 3 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHVIEW ACQUISITION CORP. Dated: January 19, 2024 By: /s/ Fred Knechtel Name: Fred Knechtel Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR