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

NorthView Acquisition Corporation207 West 25thSt, 9thFloorNew York, NY 10001Telephone: (212) 494-9022 May 15, 2025 Dear NorthView Acquisition Corporation Stockholder: You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of NorthViewAcquisition Corporation (“NorthView”) to be held at 10:00 a.m., Eastern Time, on June 9, 2025. The specialmeeting will be conducted via live webcast atwww.cleartrustonline.com/nvac. At the Special Meeting, our stockholders will be asked to consider and vote upon a proposal, which is referredto herein as the “Business Combination Proposal” to approve and adopt the Merger Agreement and Plan ofReorganization, dated as of November 7, 2022 (as amended by Amendment No. 1, dated September 12, 2023,Amendment No. 2, dated January 12, 2024, Amendment No. 3, dated March 4, 2024, Amendment No. 4, datedFebruary 11, 2025, Amendment No. 5, dated April 2, 2025, and as may be further amended, supplemented orotherwise modified from time to time, the “Merger Agreement”), by and among NorthView, NV ProfusaMerger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NorthView (“Merger Sub”),and Profusa, Inc., a California corporation (“Profusa”), a copy of which is attached to the accompanying proxystatement/prospectus as Annex A, including the transactions contemplated thereby. The merger and the othertransactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions ofthe Merger Agreement, immediately prior to the Merger each share of issued and outstanding Profusa preferredstock, par value $0.01, shall be converted into a number of shares of Profusa common stock, par value $0.01(“Profusa Common Stock”). At the effective time of the Merger, (i) each share of issued and outstandingProfusa Common Stock shall be converted into a number of shares of New Profusa Common Stock, based onthe Exchange Ratio described below, and the right to receive the Earnout Shares, (ii) each option to purchaseProfusa Common Stock shall be converted into an option to purchase New Profusa Common Stock at theExchange Ratio, and (iii) each warrant to purchase Profusa Common Stock shall be converted into a warrant topurchase New Profusa Common Stock at the Warrant Ratio (as defined in the Merger Agreement). Followingthe entry into Amendment No. 4 to the Merger Agreement (as defined above), the aggregate consideration to bereceived by the Profusa 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 thisproxy statement/prospectus), plus (c) the Private Placement Value (which is expected to be $14,867,899 forpurposes of this proxy statement/prospectus), plus (d) the Aggregate Exercise Price, minus (e) the AggregateCompany Incentive Amount, and the Exchange Ratio will be equal to the value of a share of Profusa CommonStock, based on an equity valuation of Profusa of $155,000,000 (as adjusted for the Incentive Equity Value andthe Private Placement Value), divided by an assumed value of New Profusa Common Stock of $10.00 pershare. As of May 8, 2025, the Exchange Ratio and the Company Reference Share Value are estimated to be0.75 and $7.47, respectively, at the time of Closing. It is expected that, if the Business Combination isconsummated, NorthView Common Stock and warrants would be listed on Nasdaq. In connection with themerger contemplated in the Merger Agreement, NorthView will change its name to Profusa, Inc., which ishereinafter referred to as “New Profusa.” Concurrently with the execution of the Merger Agreement, NorthView, Profusa, and our sponsor (the“Sponsor”) entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to whichthe Sponsor agreed to, among other things, (i) vote at any meeting of the stockholders of NorthView all of itsshares of NorthView Common Stock in favor of the proposals relating to the Business Combination, (ii) notredeem any of its shares of NorthView Common Stock in connection with the Business Combination, (iii) bebound by certain other covenants and agreements related to the Business Combination, and (iv) be bound by certain transfer restrictions with respect to such securities, prior to the Closing of the Business Combination, ineach case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. Table of Contents In accordance with the Merger Agreement, certain stockholders of Profusa representing the requisite votesnecessary to approve the Merger Agreement entered into support agreements (the “Stockholder SupportAgreement”) with NorthView and Profusa, pursuant to which each such holder agreed to (i) vote by proxy allof its Profusa shares held of record in favor of the approval and adoption of the Merger