Profusa Inc美股招股说明书(2025-10-29版)

42,594,048 Shares of Common Stock This prospectus relates to the resale, from time to time, by the Selling Stockholders identified in this prospectus under thecaption “Selling Stockholders,” of up to 42,594,048 shares of common stock, par value $0.0001 per share, of the Company (the“Common Stock”) comprising: (a) up to 42,211,548 shares of Common Stock by Ascent Partners Fund LLC, whom we refer to in thisprospectus as “Ascent,” pursuant to a common stock purchase agreement, dated as of July 28, 2025, we entered into with Ascent,which we refer to in this prospectus as the Purchase Agreement; and (b) up to 382,500 shares of Common Stock issued to certainparties in satisfaction of transaction costs incurred in connection with the Business Combination we completed on July 11, 2025. In our registration statement, filed on August 22, 2025 and declared effective on August 25, 2025, we previously registeredthe resale of up to 8,970,830 shares by Ascent pursuant to the Purchase Agreement. This prospectus registers the resale of up to anadditional 42,211,548 shares of Common Stock (the “Purchase Shares”) that we may, in our sole discretion, elect to sell to Ascent,from time to time over a period of up to 36 months from and after the Effective Date (defined below) pursuant to the PurchaseAgreement. Ascent is deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, asamended, or the Securities Act. We are registering the offer and sale and/or resale of these securities to satisfy certain registration obligations we have andcertain registration rights we have granted. The Selling Stockholders may offer all or part of the Resale Securities for resale from timeto time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Resale Securitiesare being registered to permit the Selling Stockholders to sell Resale Securities from time to time, in amounts, at prices and on termsdetermined at the time of offering. The Selling Stockholders may sell the Resale Securities through ordinary brokerage transactions, inunderwritten offerings, directly to market makers of our securities or through any other means described in the section entitled “Planof Distribution” herein. In connection with any sales of Resale Securities offered hereunder, the Selling Stockholders, anyunderwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of theSecurities Act, or the Exchange Act. We are registering the Resale Securities for resale by the Selling Stockholders, or their donees,pledgees, transferees, distributees or other successors-in-interest selling our Common Stock received after the date of this prospectusfrom the Selling Stockholders as a gift, pledge, partnership distribution or other transfer. The Selling Stockholders may sell the shares of our common stock offered by this prospectus from time to time on terms tobe determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectusunder the caption“Plan of Distribution.”The shares of common stock may be sold at fixed prices, at market prices prevailing at thetime of sale, at prices related to prevailing market price or at negotiated prices. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock towhich this prospectus relates by the Selling Stockholders, including legal and accounting fees. See“Plan of Distribution—Offer andResale of Common Stock by the Selling Stockholders”beginning on page145. Our common stock is listed on the Nasdaq Global Market under the symbol “PFSA.” On October 7, 2025, the last sale pricefor our common stock as reported on the Nasdaq Global Market was $0.33per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply withcertain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”appearing on page5ofthis prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is October 29, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS69THE COMMITTED EQUITY FACILITY70USE OF PROCEEDS75UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION76DIVIDEND POLICY90MARKET INFORMATION90MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIO