Full Press Release Details
NORTHVIEW ACQUISITION CORPORATION
Index to Financial Statement
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheet as of December 22, 2021 | F-3 | |
| Notes to F inancial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the Stockholders and Board of Directors of
NorthView Acquisition Corporation
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of NorthView Acquisition Corporation (the "Company") as of December 22, 2021 and the related notes (collectively referred
to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of December 22, 2021, in conformity with accounting principles generally accepted in the United States of America.
This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company's auditor since 2021.
NORTHVIEW ACQUISITION CORPORATION
| Assets: | ||||
| Current assets: | ||||
| Prepaid expenses and other current assets | $ | 344,522 | ||
| Accounts receivable - related party | 25,000 | |||
| Total current assets | 369,522 | |||
| Prepaid expenses, non-current | 316,564 | |||
| Cash held in Trust Account | 192,388,728 | |||
| Total assets | $ | 193,074,814 | ||
| Liabilities and Stockholders' Deficit | ||||
| Current liabilities: | ||||
| Accrued offering costs and expenses | $ | 647 | ||
| Total current liabilities | 647 | |||
| Warrant liability | 7,813,589 | |||
| Total liabilities | 7,814,236 | |||
| Commitments and Contingencies (Note 6) | ||||
| Common stock subject to possible redemption, 18,975,000 shares at redemption value of $10.10 | 191,647,500 | |||
| Stockholders' Deficit: | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,193,750 issued and outstanding (excluding 18,975,000 shares subject to possible redemption) | 519 | |||
| Additional paid-in capital | - | |||
| Accumulated deficit | (6,387,441 | ) | ||
| Total Stockholders' Deficit | (6,386,922 | ) | ||
| Total Liabilities and Stockholders' Deficit | $ | 193,074,814 |
The accompanying notes are an integral part of
the financial statement.
NORTHVIEW ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
Note 1 - Organization, Business Operations and
NorthView Acquisition Corporation (the "Company")
is a newly organized blank check company incorporated in Delaware on April 19, 2021. The Company was formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
("Business Combination"). The Company has not selected any specific Business Combination target and the Company has not, nor
has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. While the
Company may pursue an initial Business Combination target in any business, industry or geographical location, it intends to focus its
search on businesses that are focused on healthcare innovation.
On December 22, 2021, the
Company consummated its Initial Public Offering ("IPO") of 18,975,000 units (the "Units"), which included 2,475,000
Units issued pursuant to the full exercise of the over-allotment option granted to the underwriters. Each Unit consists of one share of
common stock of the Company, par value $0.0001 per share, one right (the "Rights"), and one-half of one redeemable warrant
of the Company (the "Warrants"). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of common
stock. Each Warrant entitles the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The
Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000.
Simultaneously with the closing
of the IPO, the Company completed the private sale of an aggregate of 7,347,500 warrants (the "Private Placement Warrants"),
which included 697,500 Units issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to NorthView
Sponsor I, LLC, I-Bankers Securities, Inc., and Dawson James Securities, Inc. at a purchase price of $1.00 per Private Placement
Warrant, generating gross proceeds to the Company of $7,347,500, which is discussed in Note 4.
Transaction costs amounted
to $7,876,793 consisting of $3,450,000 of underwriting discount, $3,570,576 of Representative's Shares cost, $259,527 of Representative's
Warrants cost and $596,690 of other offering costs.
The Company's Business
Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the
assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time
of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business
Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
Following the closing of the
Public Offering on December 22, 2021, an amount of $192,388,728 ($10.10 per Unit) from the net proceeds of the sale of the public units
in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account ("Trust Account") and invested in
United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States
Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. as determined by the Company. Except
with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the
proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the Company's
initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to
amend the Company's amended and restated certificate of incorporation (A) to modify the substance or timing of the Company's
obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months
from the closing of the IPO (or up to 21 months from the closing of this offering if we extend the period of time to consummate a
business combination) (the "Combination Period"), or (B) with respect to any other provision relating to stockholders'
rights or pre-Business Combination activity, and (iii) the redemption of all of the Company's public shares if the Company
is unable to complete the Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the
Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of
the Company's public stockholders.
The Company will provide its
public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business
Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by
means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a
portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business
Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares,
subject to the limitations described herein. The amount in the Trust Account is $10.10 per public share. The per share amount the
Company will distribute to investors who properly redeem their shares will not be reduced by the fee payable to I-Bankers and Dawson
James pursuant to the Business Combination Marketing Agreement (see Note 6).
If the Company is unable to
complete an initial Business Combination within such period, it will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of
taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company's remaining stockholders and its board of directors, dissolve and liquidate, subject in each
case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable