Profusa Inc美股招股说明书(2026-02-17版)

126,500 Shares of Common Stock Issuable Upon Exercise of Public Warrants, and579,865 Shares of Common Stock for Resale by the Selling Stockholders This prospectus relates to the issuance by us of up to an aggregate of up to 126,500 shares of common stock, par value$0.0001 per share, of the Company (the “Common Stock”), that are issuable upon the exercise of 9,487,500 warrants (the “PublicWarrants”) issued in connection with the Company’s initial public offering (the “IPO”). Each Public Warrant is exercisable for oneseventy-fifth (1/75) of one share of Common Stock at an exercise price of $862.50 per whole share. The Public Warrants areexercisable 30 days after the closing of the Business Combination and will expire five years from the closing of the BusinessCombination. This prospectus also relates to the resale, from time to time, by the Selling Stockholders identified in this prospectus under thecaption “Selling Stockholders,” of up to 579,865 shares of Common Stock, comprising: i.Up to 333,333 shares of Common Stock by Ascent Partners Fund LLC, whom we refer to in this prospectus as “Ascent,”pursuant to a common stock purchase agreement, dated as of July 28, 2025, we entered into with Ascent, which we referto in this prospectus as the ELOC Purchase Agreement; ii.Up to 63,250 shares of Common Stock issued to NorthView Sponsor I, LLC (the “Sponsor”) pursuant to certainsecurities subscription agreements (the “Founder Shares”);iii.Up to 97,966 shares of Common Stock that are issuable upon the exercise of 7,347,500 private placement warrants of theCompany (the “Private Placement Warrants”), each exercisable for one seventy-fifth (1/75) of one share of CommonStock at an exercise price of $862.50 per whole share, issued to the Sponsor, I-Bankers Securities, Inc. (“I-Bankers”),and Dawson James Securities, Inc. (“Dawson James”) in a private placement transaction that closed simultaneously withthe Company’s initial public offering (the “IPO”);iv.Up to 7,590 shares of Common Stock that are issuable upon the exercise of 569,250 private placement warrants of theCompany (the “Representative Warrants,” together with the Public Warrants and Private Placement Warrants, the“Warrants”), each exercisable for one seventy-fifth (1/75) of one share of Common Stock at an exercise price of $862.50per whole share, issued to I-Bankers and Dawson in a private placement transaction that closed simultaneously with theCompany’s IPO;v.Up to 2,000 shares of Common Stock (the “Inducement Shares”) issued to certain investors as an inducement for suchinvestors to lend the Company an aggregate of $300,000 on a short-term basis prior to the completion of the BusinessCombination (the “Short-Term Bridge Loans”); andvi.Up to 75,725 shares of Common Stock issued in connection with the business combination we completed on July 11,2025 (the “Business Combination”) with Profusa, Inc., a California company whom we refer to as “Legacy Profusa,” tocertain shareholders of Legacy Profusa. In our registration statement, filed on August 22, 2025 and declared effective on August 25, 2025, and our registrationstatement filed on October 9, 2025 and automatically effective on October 29, 2025 pursuant to Section 8(a) of the Securities Act of1933, we previously registered the resale of up to 119,611 and 562,820 shares, respectively, by Ascent pursuant to the ELOC PurchaseAgreement. This prospectus registers the resale of up to an additional 333,333 shares of Common Stock (the “Purchase Shares”) thatwe 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 EffectiveDate (defined below) pursuant to the ELOC Purchase Agreement. Ascent is deemed to be an “underwriter” within the meaning ofSection 2(a)(11) of the Securities Act of 1933, as amended, 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 r