NorthView Acquisition Corp美股招股说明书(2025-05-15版)

NorthViewAcquisition Corporation207West 25th St,9th FloorNewYork,NY10001Telephone:(212)494-9022 May15, 2025 Dear NorthView Acquisition Corporation Stockholder: You are cordially invited to attend the special meeting (the “Special Meeting”) ofstockholders of NorthView Acquisition Corporation (“NorthView”) to be held at 10:00a.m., Eastern Time, on June9, 2025. The special meeting will be conducted via livewebcast atwww.cleartrustonline.com/nvac. At the Special Meeting, our stockholders will be asked to consider and vote upon aproposal, which is referred to herein as the “Business Combination Proposal” toapprove and adopt the Merger Agreement and Plan of Reorganization, dated as ofNovember7, 2022 (as amended by Amendment No.1, dated September 12, 2023, AmendmentNo.2, dated January 12, 2024, Amendment No.3, dated March 4, 2024, Amendment No.4, dated February11, 2025, Amendment No.5, dated April 2, 2025, and as may befurther amended, supplemented or otherwise modified from time to time, the “MergerAgreement”), by and among NorthView, NV Profusa Merger Sub Inc., a Delawarecorporation and a direct, wholly-owned subsidiary of NorthView (“Merger Sub”), andProfusa, Inc., a California corporation (“Profusa”), a copy of which is attached tothe accompanying proxy statement/prospectus as AnnexA, including the transactionscontemplated thereby. The merger and the other transactions contemplated by theMerger Agreement are hereinafter referred to as the “Business Combination.” As further described in the accompanying proxy statement/prospectus, subject to theterms and conditions of the Merger Agreement, immediately prior to the Merger eachshare of issued and outstanding Profusa preferred stock, par value $0.01, shall beconverted into a number of shares of Profusa common stock, par value $0.01 (“ProfusaCommon Stock”). At the effective time of the Merger, (i)each share of issued andoutstanding Profusa Common Stock shall be converted into a number of shares of NewProfusa Common Stock, based on the Exchange Ratio described below, and the right toreceive the Earnout Shares, (ii)each option to purchase Profusa Common Stock shallbe converted into an option to purchase New Profusa Common Stock at the ExchangeRatio, and (iii)each warrant to purchase Profusa Common Stock shall be convertedinto a warrant to purchase New Profusa Common Stock at the Warrant Ratio (as definedin the Merger Agreement). Following the entry into Amendment No. 4 to the MergerAgreement (as defined above), the aggregate consideration to be received by theProfusa shareholders is based on the sum of (a)the pre-transaction equity value of$155,000,000, plus (b)the Incentive Equity Value (which is expected to be$29,018,330 for purposes of this proxy statement/prospectus), plus (c) the PrivatePlacement Value (which is expected to be $14,867,899 for purposes of this proxystatement/prospectus), plus (d) the Aggregate Exercise Price, minus (e) the AggregateCompany Incentive Amount, and the Exchange Ratio will be equal to the value of ashare of Profusa Common Stock, based on an equity valuation of Profusa of$155,000,000 (asadjusted for the Incentive Equity Value and the Private PlacementValue), divided by an assumed value of New Profusa Common Stock of $10.00 per share.As of May8, 2025, the Exchange Ratio and the Company Reference Share Value areestimated to be 0.75 and $7.47, respectively, at the time of Closing. It is expectedthat, if the Business Combination is consummated, NorthView Common Stock and warrantswould be listed on Nasdaq. In connection with the merger contemplated in the MergerAgreement, NorthView will change its name to Profusa, Inc., which is hereinafterreferred to as “New Profusa.” Concurrently with the execution of the Merger Agreement, NorthView, Profusa, and oursponsor (the “Sponsor”) entered into a Sponsor Support Agreement (the “SponsorSupport Agreement”) pursuant to which the Sponsor agreed to, among other things,(i)vote at any meeting of the stockholders of NorthView all of its shares ofNorthView Common Stock in favor of the proposals relating to the BusinessCombination, (ii)not redeem any of its shares of NorthView Common Stock inconnection with the Business Combination, (iii)be bound by certain other covenantsand agreements related to the Business Combination, and (iv)be bound by certaintransfer restrictions with respect to such securities, prior to the Closing of theBusiness Combination, in each case, on the terms and subject to the conditions setforth in the Sponsor Support Agreement. Table of Contents In accordance with the Merger Agreement, certain stockholders of Profusa representingthe requisite votes necessary to approve the Merger Agreement entered into supportagreements (the “Stockholder Support Agreement”) with NorthView and Profusa,pursuant to which each such holder agreed to (i)vote by proxy all of its Profusashares held of record in favor of the approval and adoption of the Merger Agreementat any meeting of the stockholders