UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

 For
the transition period from
 to

 Commission
File Number: 001-41177

 NORTHVIEW
ACQUISITION CORP.

 (Exact
name of registrant as specified in its charter)

 Delaware

 86-3437271

 (State or Other Jurisdiction of

 (I.R.S. Employer

 Incorporation or Organization)

 Identification Number)

West 25 th St, 9 th Floor

 New York, NY 10001

 (212) 494-9022

 (Address
of Principal Executive Offices, Zip Code and Registrant's Telephone Number)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol (s)

 Name of each exchange on which registered

 Common Stock, par value $.0001 per share

 NVAC

 The NASDAQ Stock Market LLC

 Rights, each right convertible into one-tenth of one share of common stock

 NVACR

 The NASDAQ Stock Market LLC

 Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share

 NVACW

 The NASDAQ Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company"
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (check one)

 Large accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Accelerated filer

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the Company's common stock held by non-affiliates computed by reference to the closing price for the
common stock on June 30, 2022, as reported on the Nasdaq Stock Market was $ 192,307,500.

 As
of February 23, 2024, 6,027,219 shares of Company common stock, par value $0.0001 were issued and outstanding.

 Documents
Incorporated by Reference: None.

 Table
of Contents

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosure

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [RESERVED]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Consolidated Financial Statements and Supplementary Data

 Item 9.

 Change in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 CERTAIN
TERMS

 Unless
otherwise stated in this Annual Report on Form 10-K (this "Report"), or the context otherwise requires, references to:

 "combination
period" means the period following the completion of our initial public offering at the end of which, if we have not completed
our initial business combination, we will redeem 100% of 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, divided by the number of then outstanding public shares, subject to
applicable law and certain conditions and as further described herein. The combination period ends on March 22, 2024, unless we amend
our charter to further extend the period of time to consummate a business combination;

 "Dawson
James" are to Dawson James Securities, Inc.;

 "founder
shares" are to shares of our common stock purchased by our sponsor in a private placement prior to our initial public offering;

 "I-Bankers"
are to I-Bankers Securities, Inc.;

 "initial
stockholders" are to holders of our founder shares prior to our initial public offering;

 "management"
or our "management team" are to our executive officers and directors;

 "private
placement warrants" are to the warrants issued in a private placement to our sponsor, I-Bankers, and Dawson James simultaneously
with the closing of our initial public offering;

 "public
shares" are to shares of our common stock sold as part of the units in our initial public offering (whether they were purchased
in our initial public offering or thereafter in the open market);

 "public
stockholders" are to the holders of our public shares, including our initial stockholders and management team to the extent our
initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder's and
member of our management team's status as a "public stockholder" shall only exist with respect to such public shares;

 "public
warrants" are to the redeemable warrants sold as part of the units in our initial public offering (whether they were purchased
in our initial public offering or thereafter in the open market) and to any private placement warrants issued upon conversion of working
capital loans that are sold to third parties that are not our initial stockholders or executive officers or directors (or permitted transferees)
following the consummation of our initial business combination;

 "rights"
are to the rights sold as part of the units in our initial public offering (whether they were purchased in our initial public offering
or thereafter in the open market);

 "sponsor"
are to NorthView Sponsor I, LLC, a limited liability company;

 "warrants"
are to our warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held
by the initial purchasers of the private placement warrants or their permitted transferees; and

 "we,"
"us," "NorthView," "company" or "our company" are to NorthView Acquisition Corp., a Delaware
corporation.

 ii

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some
statements contained in this Report may constitute "forward-looking statements" for purposes of the federal securities
laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus
may include, for example, statements about:

 our
ability to select an appropriate target business or businesses;

 our
ability to complete our initial business combination;

 our
expectations around the performance of the prospective target business or businesses;

 our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 our
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in
approving our initial business combination, as a result of which they would then receive expense reimbursements;

 our
potential ability to obtain additional financing to complete our initial business combination;

 our
pool of prospective target businesses;

 the
ability of our officers and directors to generate a number of potential acquisition opportunities;

 our
public securities' potential liquidity and trading;

 the
lack of a market for our securities;

 the
use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 the
trust account not being subject to claims of third parties; or

 our
financial performance following our initial public offering.

 The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors."
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under
applicable securities laws.

 iii

 PART
I

 ITEM
1. BUSINESS

 Our
Company

 We
are a blank check company formed under the laws of the State of Delaware April 19, 2021. We were formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation on what
industry our target operates in, it is our intention to pursue prospective targets that are focused on healthcare innovation. We anticipate
targeting what are traditionally known as small cap companies domiciled in North America, Europe and/or the APAC regions that are developing
assets in the biopharmaceutical, medical technology/medical device and diagnostics space which aligns with our management team's
experience in operating health care companies and in drug and device technology development as well as diagnostic and other services.

 Recent
Developments

 Proposed
Business Combination

 On
November 7, 2022, NorthView entered into a Merger Agreement and Plan of Reorganization (the "Merger Agreement"), by and among
NorthView, NV Profusa Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NorthView ("Merger Sub"),
and Profusa, Inc., a California corporation ("Profusa").

 The
Merger Agreement provides that, among other things, at the closing (the "Closing") of the transactions contemplated by the
Merger Agreement, Merger Sub will merge with and into Profusa (the "Merger"), with Profusa surviving as a wholly-owned subsidiary
of NorthView. In connection with the Merger, NorthView will change its name to "Profusa, Inc." The Merger and the other transactions
contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination."

 The
Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition,
the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa. There is no assurance
that the Business Combination will be completed.

 The
aggregate consideration to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000. The exchange
ratio will be equal to (a) $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share.

 Subject
to certain future revenue and stock-price based milestones, Profusa stockholders will have the right to receive an aggregate of up to
an additional 3,875,000 shares of NorthView common stock (the "Earnout Shares"). One-quarter of the Earnout Shares will be
issued if, between the 18-month anniversary and the two year anniversary of the Closing, the combined company's common stock achieves
a daily volume weighted average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive trading day
period ("Milestone Event I"). One-quarter of the Earnout Shares will be issued if, between the first and second anniversary
of the Closing, the combined company's common stock achieves a daily volume weighted average market price of at least $14.50 per
share for a similar number of days ("Milestone Event II"). One-quarter of the Earnout Shares will be issued upon
the consummation of the Tasly JV (as defined in the amended Merger Agreement) during fiscal year 2024, and one-quarter of the Earnout
Shares will be issued if the combined company achieves at least $99,702,000 in revenue in fiscal year 2025 (or up to one-half of the
Earnout Shares if both revenue milestones are achieved).

 Additionally,
if Milestone Event I or Milestone Event II are achieved by the second anniversary of the Closing, NorthView's sponsor, NorthView
Sponsor I, LLC and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to
obtaining Additional Financings (as defined in the Merger Agreement).

 On
September 12, 2023, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the "Amendment")
pursuant to which the parties agreed to revise the revenue earnout milestones to reflect updated projections provided by Profusa. Specifically,
Amendment No. 1 revised the definition of "Milestone Event III" and "Milestone Event IV" such that one-quarter
of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $11,864,000 for
the fiscal year ended December 31, 2024, and one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined
company achieves Earnout Revenue of $99,702,000 for the fiscal year ended December 31, 2025. Amendment No. 1 also clarified
the exercise price of certain of the Company's Warrants.

 On January 12, 2024, the parties to the Merger Agreement entered into
Amendment No. 2 to the Merger Agreement (the "Amendment") pursuant to which the parties agreed to revise the definition of
"Milestone Event III" and such that the Earnout Revenue milestone of $11,864,000 for the fiscal year ended December 31, 2024,
was replaced with a milestone requiring consummation of the Tasly JV (a joint venture contemplated among Profusa and Tasly (International)
Healthcare Capital Company Limited, as described in the Amendment) and receipt of the related funding during the fiscal year ended December
31, 2024.. Amendment No. 2 also extended the Outside Date (the date by which the Business Combination must be consummated, otherwise
the Merger Agreement becomes terminable by Profusa or the Company) from September 21, 2023, to June 22, 2024.

 Extension
Meeting

 The
Company initially had 15 months from the closing of its initial public offering to complete a Business Combination. On March 10,
2023, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company
must consummate a Business Combination from March 22, 2023 to December 22, 2023 (the "First Extension Meeting"). On December
21, 2023, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company
must consummate a Business Combination from December 22, 2023 to March 22, 2024 (the "Second Extension Meeting"). If
the Company is unable to complete a Business Combination within the Combination Period, the Company 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
earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, 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 liquidating 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 the Company's 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 law.

 Nasdaq Delisting Notification

 On January 11, 2024, we received
a written notice (the "Notice") from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance
with Nasdaq Listing Rule 5620(a) (the "Annual Stockholders Meeting Rule") due to our failure to hold an annual meeting of
stockholders within twelve months of the end of our fiscal year end. The Notice is only a notification of deficiency, not of imminent
delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Stock Market. The Notice stated that we
had 45 calendar days, or until February 26, 2024, to submit a plan to regain compliance with the Annual Stockholders Meeting Rule. We
expect to submit to Nasdaq a plan to regain compliance with the Annual Stockholders Meeting Rule within the required timeframe, but there
can be no assurance that we will be able to do so.

 Our
Sponsors and Competitive Advantages

 We
believe that the combination of a high-quality management team with extensive operational, financial, merger and acquisition, and
public company experience, combined with the resources of a high quality investment bank focused on evaluating and assisting quality
private companies to access the public markets, is an attractive format. It is particularly important that our management team and our
sponsor have successfully worked together in the past. It is also important that our sponsor, management team and directors have deep
experience, contacts and relationships in the healthcare sector.

 Opportunity &
Acquisition Target Criteria

 We
will seek to acquire small cap businesses in the biopharmaceutical, medical technology/device industries or diagnostic and other services
sector. We believe these industries are attractive for a number of reasons, including: they represent attractive markets, which are characterized
by a high level of innovation and they include a large number of emerging high growth companies that have the right size as potential
targets.

 We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In
this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock
or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We
believe target businesses might find this method a more certain and cost-effective method to becoming a public company than the
typical initial public offering. Furthermore, once the business combination is consummated, the target business will have effectively
become public, whereas an initial public offering is always subject to the underwriters' ability to complete the offering, as well
as general market conditions that could prevent the offering from occurring. Once public, we believe the target business should then
have greater access to capital and an additional means of providing management incentives consistent with stockholders' interests
than it would have as a privately held company. It can offer further benefits by augmenting a company's profile among potential
new customers and vendors and aid in attracting talented employees.

 While
we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view
the inherent limitations in our status as a blank check company as a deterrent and may prefer to affect a business combination with a
more established entity or with a private company. These inherent limitations include limitations on our available financial resources,
which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek
stockholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction;
and the existence of our outstanding rights and warrants, which may represent a source of future dilution.

 Our
Acquisition Process

 In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other
information that will be made available to us. In conducting our due diligence review, we intend to leverage the experience of members
of our management team, directors, sponsors and advisors on an efficient and cost-effective basis as we deploy them to review matters
related to their specific areas of functional expertise.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our advisors or our sponsor,
officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is
a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination
is fair to our company from a financial point of view.

 Members
of our management team and our independent directors directly or indirectly own founder shares and/or private placement warrants following
our initial public offering and, accordingly, may have a conflict of interest in determining whether a particular target business is
an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have
a conflict of interest with respect to evaluating a particular business combination target if the retention or resignation of any such
officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

 Initial
Business Combination

 So
long as we maintain a listing for our securities on Nasdaq, our initial business combination must be with one or more target businesses
that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding
taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial
business combination. If our board is not able to independently determine the fair market value of the target business or businesses,
we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with
respect to the satisfaction of such criteria. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved
by a majority of our independent directors.

 We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own
shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our
initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However,
we will only complete such 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 of 1940, as amended, or the Investment Company Act. Even if the post-transaction company
owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively
own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination
transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result
of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own
less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business
or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination
involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses
and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder
approval, as applicable.

 Financial
Position

 We
have funds available in the Trust Account for a business combination of approximately $9.3 million, as of December 31, 2023, assuming
no further redemptions. This amount includes up to $6,986,250 of the business combination marketing fee payable to I-Bankers and Dawson James,
of which $1,921,219 would be payable in cash and $5,065,031 would be payable in NorthView Common Stock at the Closing. Assuming a share
price of $10.00 for the NorthView Common Stock, the number of shares to be issued in connection with the business combination marketing
fee would be 506,503 shares of NorthView Common Stock. Because we are able to complete our initial business combination using our cash,
debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will
allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

 Lack
of Business Diversification

 For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business.

 Unlike
other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable
that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing
our initial business combination with only a single entity, our lack of diversification may:

 subject
us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular
industry in which we operate after our initial business combination, and

 cause
us to depend on the marketing and sale of a single product or limited number of products or services.

 Limited
ability to evaluate the target's management team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our business
combination with that business, our assessment of the target business' management may not prove to be correct. In addition, the
future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible
that one or more of our directors will remain associated in some capacity with us following our business combination, it is unlikely
that any of them will devote their full efforts to our affairs subsequent to our business combination. Moreover, we cannot assure you
that members of our management team will have significant experience or knowledge relating to the operations of the particular target
business.

 We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business

 Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.

 Stockholders
may not have the ability to approve our initial business combination

 We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval
if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal
reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether
stockholder approval is currently required under Delaware law for each such transaction.

 Type of Transaction

 Whether Stockholder Approval is Required

 Purchase of assets

 No

 Purchase of stock of target not involving a merger with the company

 No

 Merger of target into a subsidiary of the company

 No

 Merger of the company with a target

 Yes

 Under
Nasdaq's listing rules, stockholder approval would be required for our initial business combination if, for example:

 we
issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding (other
than in a public offering);

 any
of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively
have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present
or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or

 the
issuance or potential issuance of common stock will result in our undergoing a change of control.

 Permitted
purchases of our securities

 In
the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase
shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any
terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions.
They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller
or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement
that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees
not to exercise its redemption rights. We have an insider trading policy that requires insiders to: (i) refrain from purchasing
shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear
all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant
to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such
purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine
that such a plan is not necessary.

 In
the event that our initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions
from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to
revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender
offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules
under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such
rules, the purchasers will comply with such rules.

 The
purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target
that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears
that such requirement would otherwise not be met. This may result in the completion of our business combination that may not otherwise
have been possible.

 In
addition, if such purchases are made, the public "float" of our common stock may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our
securities on a national securities exchange.

 Our
initial stockholders, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial
stockholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting
us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection
with our initial business combination. To the extent that our initial stockholders, officers, directors, advisors or their affiliates
enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election
to redeem their shares for a pro rata share of the trust account or vote against the business combination. Our initial stockholders,
officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange
Act and the other federal securities laws.

 Any
purchases by our initial stockholders, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under
the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe
harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has
certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our initial
stockholders, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)
or Rule 10b-5 of the Exchange Act.

 Redemption
Rights for Public Stockholders Upon Completion of Our Initial Business Combination

 In
connection with a special meeting of NorthView stockholders, held on March 10, 2023, the NorthView stockholders elected to redeem 18,000,868
public shares of NorthView Common Stock and to extend NorthView's business combination period monthly, for up to nine months, from
March 22, 2023, ultimately until as late as December 22, 2023. Separately, on December 21, 2023, the NorthView stockholders elected
to redeem 140,663 public shares of NorthView Common Stock in connection with a shareholder meeting, related to the extension of NorthView's
business combination period monthly, for up to three months, from December 22, 2023, ultimately until as late as March 22,
2024. The aggregate of 18,141,531 public shares redeemed in connection with the Extension represented approximately 75.1% of the total
NorthView shares of common stock outstanding following NorthView's IPO and approximately 95.6% of the public shares previously
outstanding. As of December 31, 2023, NorthView had 833,469 public shares of NorthView Common Stock outstanding, and held approximately
$9.3 million in the Trust Account. In connection with this Extension, each monthly extension shall require NorthView or its designee
to contribute $0.05, per public share outstanding, to the Trust account. We will provide our public stockholders with the opportunity
to redeem all or a portion of their shares of common stock upon the completion of our 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 was initially approximately $10.10
per public share. This amount has increased as a result of contributions to the trust account in connection with the Extension, as well
as interest earned on the amounts held in the trust account. The per share amount we will distribute to stockholders who properly exercise
their redemption rights will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the business combination marketing
agreement. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of
our business combination, although they will be entitled to liquidating distributions from the trust account with respect to any public
shares they hold if we fail to complete our initial business combination within the prescribed time frame.

 Ability
to Extend Time to Complete Business Combination

 We
will have until the end of the combination period to consummate our initial business combination. However, if we anticipate that we may
not be able to consummate our initial business combination within 15 months from our initial public offering, we may, by resolution
of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an
additional three months (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional
funds into the trust account as set out below. In connection with a special meeting of NorthView
stockholders, held on March 10, 2023, the NorthView stockholders elected to redeem 18,000,868 public shares of NorthView Common Stock
and to extend NorthView's business combination period monthly, for up to nine months, from March 22, 2023, ultimately until as
late as December 22, 2023. Separately, the NorthView stockholders previously elected to redeem 140,663 public shares of NorthView
Common Stock in connection with a shareholder meeting on December 21, 2023, related to the extension of NorthView's business
combination period monthly, for up to three months, from December 22, 2023, ultimately until as late as March 22, 2024. The aggregate
of 18,141,531 public shares redeemed in connection with the extension represented approximately 75.1% of the total NorthView shares of
common stock outstanding following NorthView's IPO and approximately 95.6% of the public shares previously outstanding. In connection
with this extension, each monthly extension shall require NorthView or its designee to contribute $0.05, per public share outstanding,
to the Trust account. Any such payments have been and will be made in the form of a loan. Any such loans will be non-interest bearing
and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay
such loaned amounts out of the proceeds of the Trust Account released to us. If we do not complete a business combination, we will not
repay such loans. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor
has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that we do not complete
a business combination. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for
us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable
deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had
been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for
us to complete our initial business combination. If we choose to extend the period of time to consummate a business combination as set
forth herein, you will not have the ability to vote or redeem your shares of common stock in connection with either of the three-month
extensions. However, if we seek to complete a business combination during an extension period, investors will still be able to vote and
redeem their shares of common stock in connection with that business combination.

 See "Recent Developments – Extension Meeting" above
for information about our extension of the combination period from our shareholders.

 Manner
of Conducting Redemptions

 We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion
of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination
or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange
listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while
direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock
or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions
without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange
listing requirement or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain
a listing for our securities on Nasdaq, we would be required to comply with such rules.

 If
a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant
to our amended and restated certificate of incorporation:

 conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

 file
tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies.

 Upon
the public announcement of our initial business combination, we or our initial stockholders will terminate any plan established in accordance
with Rule 10b5-1 to purchase shares of our common stock in the open market if we elect to redeem our public shares through
a tender offer, to comply with Rule 14e-5 under the Exchange Act.

 In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering
more than a specified number of public shares which are not purchased by our initial stockholders, which number will be based on the
requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both
immediately before and after the consummation of our initial business combination (so that we are not subject to the SEC's "penny
stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial
business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and
not complete the initial business combination.

 If,
however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder
approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

 conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies, and not pursuant to the tender offer rules, and

 file
proxy materials with the SEC.

 In
the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

 If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or
by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares
of capital stock of the company entitled to vote at such meeting. Our sponsor, executive officers and directors will count toward this
quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor
of our initial business combination. These quorum and voting thresholds, and the voting agreements of our sponsor, executive officers
and directors may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to
redeem its public shares irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to their founder shares and public shares in connection with the completion of a business combination.

 Our
amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would
cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination
(so that we are not subject to the SEC's "penny stock" rules). Redemptions of our public shares may also be subject
to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example,
the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to
be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other
conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would
be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash
conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not
complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the
holders thereof.

 Limitation
on redemption upon completion of our initial business combination if we seek stockholder approval

 Notwithstanding
the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with
our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public
stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as
a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with
respect to Excess Shares. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent
attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means
to force us, our initial stockholders or our management to purchase their shares at a significant premium to the then-current market
price or on other undesirable terms. Absent this provision, a public stockholder holding an aggregate of 15% or more of the shares sold
in our initial public offering could threaten to exercise its redemption rights if such holder's shares are not purchased by us,
our initial stockholders or our management at a premium to the then-current market price or on other undesirable terms. By limiting
our stockholders' ability to redeem to less than 15% of the shares sold in our initial public offering, we believe we will limit
the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly
in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash. However, we would not be restricting our stockholders' ability to vote all of their shares (including Excess Shares)
for or against our business combination.

 Tendering
stock certificates in connection with a tender offer or redemption rights

 We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer
documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in
the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using Depository Trust Company's
DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option. The tender offer or proxy materials, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring
public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our
tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination
if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the
relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

 There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them
through the DWAC System. The transfer agent will typically charge the tendering broker and it would be up to the broker whether or not
to pass the cost on to the redeeming holder. However, the fee would be incurred regardless of whether or not we require holders seeking
to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.

 The
foregoing is different from the procedures used by some blank check companies. In order to perfect redemption rights in connection with
their business combinations, many blank check companies would distribute proxy materials for the stockholders' vote on an initial
business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating
such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact
such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had
an "option window" after the completion of the business combination during which he or she could monitor the price of the
company's stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open
market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders
were aware they needed to commit before the stockholder meeting, would become "option" rights surviving past the completion
of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery
prior to the meeting ensures that a redeeming holder's election to redeem is irrevocable once the business combination is approved.

 Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the
date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.

 If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.

 If
our initial business combination is not completed, we may continue to try to complete a business combination with a different target
until the end of the combination period.

 Redemption
of public shares and liquidation if no initial business combination

 We
will have only until the end of the combination period to complete our initial business combination. If we are unable to complete our
initial business combination within the combination period, we 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 (less up to $100,000 of interest
to pay dissolution expenses, which interest shall be net of taxes payable) 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to our rights and warrants, which will expire worthless if we fail to complete our initial
business combination within the combination period.

 Our
initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder
shares if we fail to complete our initial business combination within the combination period. However, if our initial stockholders acquire
public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with
respect to such public shares if we fail to complete our initial business combination within the allotted combination period.

 Our
sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment
to our amended and restated certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination within the combination period or (ii) with respect
to any other provision relating to stockholders' rights or pre-business combination activity, unless we provide our public
stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment 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) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial
business combination (so that we are not subject to the SEC's "penny stock" rules). If this optional redemption right
is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described
above), we would not proceed with the amendment or the related redemption of our public shares at such time.

 We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the proceeds held outside the trust account, although we cannot assure you that there will be sufficient
funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan
of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee
to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

 If
we were to expend all of the net proceeds of our initial public offering and the private placement, other than the proceeds deposited
in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount
received by stockholders upon our dissolution would be approximately $10.10. The proceeds deposited in the trust account could, however,
become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot
assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.10. Under
Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision
for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make
any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that
we will have funds sufficient to pay or provide for all creditors' claims.

we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses
to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such
third party's engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where
we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver
or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the
trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the
trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net
of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any
and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial
public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is
deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims.
We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor's only assets are securities of
our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. We believe the likelihood of
our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses
as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in
the trust account.

 In
the event that the proceeds in the trust account are reduced below (i) $10.10 per public share or (ii) such lesser amount per public
share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets,
in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy
its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be
substantially less than $10.10 per share.

 We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not
be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including
liabilities under the Securities Act. We will not have significant funds remaining from the proceeds of our initial public offering with
which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated
to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims
and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.

 Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public
shares in the event we do not complete our initial business combination within the combination period may be considered a liquidation
distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended
to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims
can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional
150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect
to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed
to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

 Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination within the combination period, is not considered a liquidation distribution under
Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a
party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute
of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as
in the case of a liquidation distribution. If we are unable to complete our initial business combination within the combination period,
we 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 (net of the amount of interest which may be withdrawn to pay taxes, 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public
shares as soon as reasonably possible following the combination period and, therefore, we do not intend to comply with those procedures.
As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and
any liability of our stockholders may extend well beyond the third anniversary of such date.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to
us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against
us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations
will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors
(such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained
in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
trust account.

 As
a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that
would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary
to ensure that the amounts in the trust account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per
public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust
assets, in each case net of the amount of interest withdrawn to pay taxes, and will not be liable as to any claims under our indemnity
of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the
event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent
of any liability for such third-party claims.

 If
we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the
trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot
assure you we will be able to return $10.10 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an
involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed
under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance."
As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board may be
viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our
company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
We cannot assure you that claims will not be brought against us for these reasons.

 Our
public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the completion
of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder
vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination within 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 our public shares if we are unable to complete our initial business combination within the combination period, subject to applicable
law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we
seek stockholder approval in connection with our initial business combination, a stockholder's voting in connection with the business
combination alone will not result in a stockholder's redeeming its shares to us for an applicable pro rata share of the trust account.
Such stockholder must have also exercised its redemption rights described above.

 Employees

 We
currently have two executive officers. Members of our management team are not obligated to devote any specific number of hours to our
matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business
combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target
business has been selected for our initial business combination and the current stage of the business combination process.

 Periodic
Reporting and Financial Information

 We
have registered our common stock, rights, and warrants under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports will contain consolidated financial statements audited and reported on by our independent registered public auditors.

 We
will provide stockholders with audited consolidated financial statements of the prospective target business as part of the tender offer
materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these
consolidated financial statements will need to be prepared in accordance with GAAP. We cannot assure you that any particular target business
identified by us as a potential acquisition candidate will have consolidated financial statements prepared in accordance with GAAP or
that the potential target business will be able to prepare its consolidated financial statements in accordance with GAAP. To the extent
that this requirement cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential
acquisition candidates, we do not believe that this limitation will be material.

 We are now required to evaluate
our internal control procedures each fiscal year, which began with the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control
procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of
their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more
volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In
other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by
non-affiliates exceeds $700 million as of the prior June 30 th, and (2) the date on which we have issued more
than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging
growth company" shall have the meaning associated with it in the JOBS Act.

 ITEM
1A. RISK FACTORS

 Summary
of Risk Factors

 An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in
the section titled "Risk Factors," alone or in combination with other events or circumstances, may materially adversely affect
our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could
lose all or part of your investment. Such risks include, but are not limited to:

 We
may not be able to complete the Business Combination pursuant to the Merger Agreement. If we are unable to do so, we will incur substantial
costs associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs

 Our
public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our public stockholders do not support such a combination.

 If
we seek stockholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of
such initial business combination, regardless of how our public stockholders vote.

 Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

 The
ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.

 The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.

 The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

 The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination
targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that
would optimize value for our stockholders.

 We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.

 If
a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails
to comply with the procedures for tendering its shares, such shares may not be redeemed.

 If
we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a "group" of stockholders are deemed to hold 15% or more of our common stock, you will lose the ability to
redeem all such shares equal to or in excess of 15% of our common stock.

 We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,
you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial
point of view.

 We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our sponsor, executive officers and directors which may raise potential conflicts of interest.

 We
will likely only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private
placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.
This lack of diversification may negatively impact our operations and profitability.

 As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive target businesses. This could increase the cost of our initial business combination and could even
result in our inability to find a suitable target business or to consummate an initial business combination.

 Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial business combination.

 We
may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market
price of our shares at that time.

 Our
executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial
business combination.

of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business
activities similar to those intended to be conducted by us following our initial business combination and, accordingly, may have conflicts
of interest in determining to which entity a particular business opportunity should be presented.

 Since
our initial stockholders, including our sponsor, executive officers and directors, will lose their entire investment in us if our initial
business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target
is appropriate for our initial business combination.

each unit contains one right and one-half of one redeemable warrant, and only a whole warrant may be exercised, the units may be
worth less than units of other blank check companies.

 We
are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor
from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

 Our
initial stockholders paid an aggregate of $25,000, or approximately $0.005 per founder share, and, accordingly, you will experience immediate
and substantial dilution from the purchase of our common stock.

 Provisions
in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors
and officers.

 Risks
Relating to Our Search For, Consummation of, or Inability to Consummate, a Business Combination

 We
may not be able to complete the Business Combination pursuant to the Merger Agreement. If we are unable to do so, we will incur substantial
costs associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.

 In
connection with the Merger Agreement, we have incurred substantial costs researching, planning and negotiating the transaction. These
costs include, but are not limited to, costs associated with securing sources of financing, costs associated with employing and retaining
third-party advisors who performed the financial, auditing and legal services required to complete the transaction, and the expenses
generated by our officers, executives, and employees in connection with the transaction. If, for whatever reason, the transactions contemplated
by the Merger Agreement fail to close, we will be responsible for these costs, but will have no source of revenue with which to pay them.
We may need to obtain additional sources of financing in order to meet our obligations, which we may not be able to secure on the same
terms as our existing financing or at all. If we are unable to secure new sources of financing and do not have sufficient funds to meet
our obligations, we will be forced to cease operations and liquidate the trust account.

 As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive target businesses. This could increase the cost of our initial business combination and could even
result in our inability to find a suitable target business or to consummate an initial business combination.

 In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential target
businesses for blank check companies have already entered into an initial business combination, and there are still many blank check
companies preparing and seeking target businesses for an initial public offering, as well as many such companies currently in registration.
As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify
a suitable target and to consummate an initial business combination.

 In
addition, because there are more blank check companies seeking to enter into an initial business combination with available targets businesses,
the competition for available target businesses with attractive fundamentals or business models may increase, which could cause targets
businesses to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate
target businesses post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability
to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination
on terms favorable to our investors altogether.

 Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial business combination.

 In
recent months, the market for directors and officers liability insurance for blank check companies has changed in ways adverse to us
and our officers and directors. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums
charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends
may continue into the future.

 The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate and consummate an initial business combination. In order to obtain directors and officers liability insurance or
modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense,
accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an
adverse impact on the post business combination's ability to attract and retain qualified officers and directors.

 In
addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential
liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order
to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect
to any such claims ("run-off insurance"). The need for run off insurance would be an added expense for the post-business combination
entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our stockholders.

 We
may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market
price of our shares at that time.

 In
connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE
transactions) at a price of $10.00 per share or which approximates the per-share amounts in our trust account at such time, which
is generally approximately $10.10. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination
entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares
at such time.

 Our
public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our public stockholders do not support such a combination.

 We
may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder
approval under applicable state law or the rules of Nasdaq or if we decide to hold a stockholder vote for business or other reasons.
For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require
us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration
in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our
outstanding shares, we would seek stockholder approval of such business combination. However, except for as required by law, the decision
as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to
us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Even if we seek stockholder
approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may consummate our initial
business combination even if holders of a majority of the outstanding shares of our common stock do not approve of the business combination
we consummate. Please see the section entitled "Proposed Business — Stockholders May Not Have the Ability to Approve
Our Initial Business Combination" for additional information.

 If
we seek stockholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of
such initial business combination, regardless of how our public stockholders vote.

 Unlike
many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority
of the votes cast by the public stockholders in connection with an initial business combination, our sponsor, officers and directors
have agreed to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor
of our initial business combination. Our sponsor, officers and directors own 86.17% of our outstanding shares of common stock. As a result,
if we seek stockholder approval of our initial business combination, it is more likely that we will received the necessary stockholder
approval than would be the case if our initial stockholders and their permitted transferees agreed to vote their founder shares in accordance
with the majority of the votes cast by the public stockholders. Furthermore, assuming only the minimum number of stockholders required
to be present at the stockholders' meeting held to approve our initial business combination are present at such meeting, we would
need only 848,439 of the 18,975,000 public shares, or approximately 4.47% of the shares sold as part of the units in our initial public
offering, to be voted in favor of our initial business combination in order to have such transaction approved. In addition, in the event
that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders,
we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction approved.

 Accordingly,
if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval will be
received than would be the case if our initial stockholders agreed to vote their shares in accordance with the majority of the votes
cast by our public stockholders.

 Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

 At
the time of your investment in us, you may not be provided with an opportunity to evaluate the specific merits or risks of one or more
target businesses. Since our board of directors may complete a business combination without seeking stockholder approval, public stockholders
may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote. Accordingly, if we do
not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may
be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our
tender offer documents mailed to our public stockholders in which we describe our initial business combination.

 The
ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.

 We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in
no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately
before and after the consummation of our initial business combination (so that we are not subject to the SEC's "penny stock"
rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business
combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than
$5,000,001 both immediately before and after the consummation of our initial business combination or such greater amount necessary to
satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may
instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to
enter into a business combination transaction with us.

 The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.

 At
the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption
rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase
price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account
to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares is submitted for redemption
than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account
or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. The amount of the fee payable to I-Bankers and Dawson James pursuant to the terms
of the business combination marketing agreement will not be adjusted for any shares that are redeemed in connection with an initial business
combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize
our capital structure, or may incentivize us to structure a transaction whereby we issue shares to new investors and not to sellers of
target businesses.

 The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

 If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until
we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however,
at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer
a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you
are able to sell your stock in the open market.

 The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination
targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that
would optimize value for our stockholders.

 Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination within the combination period. Consequently, such target business may obtain leverage over us in negotiating
a business combination, knowing that if we do not complete our initial business combination with that particular target business, we
may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the
timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
on terms that we would have rejected upon a more comprehensive investigation.

 We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.

 We
must complete our initial business combination within the combination period. Our ability to complete our initial business combination
may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.
For example, the conflict between Ukraine and Russia continues to grow and, while the extent of the impact of the conflict on us
will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of
increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. We
may not be able to find a suitable target business and complete our initial business combination within such time period. If we have
not completed our initial business combination within such time period, we 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 our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.

 If
we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors and
their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination
and reduce the public "float" of our common stock.

 If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase
shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder,
although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption
rights. In the event that our initial stockholders, directors, executive officers, advisors or their affiliates purchase shares in privately
negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders
would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares
in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination
or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash
at the closing of our business combination, where it appears that such requirement would otherwise not be met. This may result in the
completion of a business combination that may not otherwise have been possible.

 In
addition, if such purchases are made, the public "float" of our common stock and the number of beneficial holders of our
securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on
a national securities exchange.

 If
a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails
to comply with the procedures for tendering its shares, such shares may not be redeemed.

 We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination.
Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder
may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable,
that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or redeem public shares. In the event that a stockholder fails to comply with these
procedures, its shares may not be redeemed.

 You
will not be entitled to protections normally afforded to investors of many other blank check companies.

 Since
the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an
initial business combination with a target business that has not been identified, we may be deemed to be a "blank check"
company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 and have filed
a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by
the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits
or protections of those rules. Among other things, we will have a longer period of time to complete our business combination than do
companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit
the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released
to us in connection with our completion of an initial business combination.

 If
we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a "group" of stockholders are deemed to hold 15% or more of our common stock, you will lose the ability to
redeem all such shares equal to or in excess of 15% of our common stock.

 If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group"
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate
of 15% or more of the shares sold in our initial public offering, which we refer to as the "Excess Shares." However, we would
not be restricting our stockholders' ability to vote all of their shares (including Excess Shares) for or against our business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our business combination
and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you
will not receive redemption distributions with respect to the Excess Shares if we complete our business combination. And as a result,
you will continue to hold that number of shares equal to or exceeding 15% and, in order to dispose of such shares, would be required
to sell your stock in open market transactions, potentially at a loss.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive
only approximately $10.10 per share, on our redemption, and our rights and warrants will expire worthless.

 We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive
experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various
industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do
and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there
are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the
private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will
be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition
of certain target businesses. Furthermore, if we are obligated to pay cash for the shares of common stock redeemed and, in the event
we seek stockholder approval of our business combination, we make purchases of our common stock, the resources available to us for our
initial business combination will potentially be reduced. Any of these obligations may place us at a competitive disadvantage in successfully
negotiating a business combination. If we are unable to complete our initial business combination, our public stockholders may receive
only approximately $10.10 per share on the liquidation of our trust account and our rights and warrants will expire worthless.

 If
the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are
insufficient to allow us to operate for at least the term of the combination period, we may be unable to complete our initial business

 The
funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the term of the combination
period, assuming that our initial business combination is not completed during that time. We believe that the funds available to us outside
of the trust account will be sufficient to allow us to operate for at least the term of the combination period; however, we cannot assure
you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants
to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop"
provision (a provision in letters of intent designed to keep target businesses from "shopping" around for transactions with
other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although
we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might
not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to
complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation
of our trust account and our rights and warrants will expire worthless.

 If
the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are
insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business
combination and we will depend on loans from our initial stockholders or management team to fund our search, to pay our taxes and to
complete our business combination.

 Of
the net proceeds of our initial public offering and the sale of the private placement warrants, only approximately $4,519 as of December
31, 2023 is available to us outside the trust account to fund our working capital requirements. If we are required to seek additional
capital, we would need to borrow funds from our initial stockholders, management team or other third parties to operate or may be forced
to liquidate. None of our initial stockholders, members of our management team or any of their affiliates is under any obligation to
advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds
released to us upon completion of our initial business combination. Up to $1,500,000 of such working capital loans may be convertible
into private placement-equivalent warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical
to the private placement warrants, including as to exercise price, exercisability and exercise period of the underlying warrants. We
do not expect to seek loans from parties other than our initial stockholders or an affiliate of our initial stockholders as we do not
believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our
trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us,
we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately
$10.10 per share on our redemption of our public shares, and our rights and warrants will expire worthless.

 We
may seek acquisition opportunities in companies that may be outside of our management's areas of expertise.

 We
will consider a business combination outside of our management's areas of expertise if a business combination candidate is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue
an acquisition outside of the areas of our management's expertise, our management's expertise may not be directly applicable
to its evaluation or operation, and the information contained in this Report regarding the areas of our management's expertise
would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately
ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following our
business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of
a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement
or material omission.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a
combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business
combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their
redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a
minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide
to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of
our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete
our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust
account and our rights and warrants will expire worthless.

 We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,
you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial
point of view.

 Unless
we complete our business combination with an affiliated entity, or our board cannot independently determine the fair market value of
the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member
of FINRA or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point
of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair
market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer
documents or proxy solicitation materials, as applicable, related to our initial business combination.

 Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may
receive only approximately $10.10 per share on the liquidation of our trust account and our rights and warrants will expire worthless.

 We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only
approximately $10.10 per share on the liquidation of our trust account and our rights and warrants will expire worthless.

 We
may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

 When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target business' management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target's management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities
we suspected. Should the target's management not possess the skills, qualifications or abilities necessary to manage a public company,
the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who
choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the
breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained
an actionable material misstatement or material omission.

 The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a
business combination target's key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate's key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate's management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.

 We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our sponsor, executive officers and directors which may raise potential conflicts of interest.

 In
light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our sponsor, executive officers and directors. Our directors also serve as officers and board members for other entities,
including, without limitation, those described under "Management — Conflicts of Interest." Such entities may compete
with us for business combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction with
any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business
combination as set forth in "Proposed Business — Effecting our initial business combination — Selection of
a target business and structuring of our initial business combination" and such transaction was approved by a majority of our disinterested
directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from
an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one
or more domestic or international businesses affiliated with our executive officers or directors, potential conflicts of interest still
may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would
be absent any conflicts of interest.

 We
will likely only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private
placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.
This lack of diversification may negatively impact our operations and profitability.

 We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within
a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business
because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if they
had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification
may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several
business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may
be:

 solely
dependent upon the performance of a single business, property or asset, or

 dependent
upon the development or market acceptance of a single or limited number of products, processes or services.

 This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

 We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

 If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
it could negatively impact our profitability and results of operations.

 We
may attempt to complete our initial business combination with a private company about which little information is available, which may
result in a business combination with a company that is not as profitable as we suspected, if at all.

 In
pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. By definition,
very little public information generally exists about private companies, and we could be required to make our decision on whether to
pursue a potential initial business combination on the basis of limited information, which may result in a business combination with
a company that is not as profitable as we suspected, if at all.

 Our
management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.

 We
may structure our initial business combination so that the post-transaction company in which our public stockholders own shares
will own less than 100% of the equity interests or assets of a target business, but we will only complete such 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 us not to be required to register as an investment company under the Investment Company
Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more
of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in
the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of
the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the
issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less
than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may
subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company's stock than
we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the
target business.

 We
may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results.

 We
may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.
While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,
the initial business combination may not be as successful as we anticipate.

 To
the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we
may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent
us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business
and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our initial
business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement
than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of
our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target
business. Such combination may not be as successful as a combination with a smaller, less complex organization.

 We
do not have a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would
cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination.
The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our stockholders do not agree.

 Our
amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event
will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before
and after the consummation of our initial business combination (such that we become subject to the SEC's "penny stock"
rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business
combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public
stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business
combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have
entered into privately negotiated agreements to sell their shares to our initial stockholders, including our officers or directors, or
their advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common
stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any
shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an
alternate business combination.

 We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.

we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to
allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain
the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private
placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available
net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who
elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection
with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination.
We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves
to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction
or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need
additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target
business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the
target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after
our business combination. If we are unable to complete our initial business combination, our public stockholders may only receive approximately
$10.10 per share on the liquidation of our trust account, and our rights and warrants will expire worthless.

we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.

 The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure in
connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements
may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States
of America, or GAAP, or international financial reporting standards depending on the circumstances and the historical financial statements
may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States),
or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets
may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy
rules and complete our initial business combination within the prescribed time frame.

 Our
search for a business combination, and any target business with which we ultimately consummate our initial business combination, may
be materially adversely affected by the coronavirus (COVID-19) pandemic.

 The
COVID-19 pandemic has resulted in a widespread health crisis and is adversely affecting the economies and financial markets in the
U.S. and worldwide, and could adversely affect the business of any potential target company with which we consummate a business combination.
Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict
travel, continue to limit the ability to have meetings with potential investors or the target company's personnel, vendors and
services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts
our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including
new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact,
among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time,
our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business
combination, may be materially adversely affected.

 Risks
Relating to the Post-Business Combination Company

 Subsequent
to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price,
which could cause you to lose some or all of your investment.

 Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface
all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues
through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later
arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations,
or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain
risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.
Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges
of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause
us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target
business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who choose to remain stockholders
following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement
or material omission.

we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business' operations.

we expect to focus our search for a target business on entities in the healthcare industry, we may seek to complete a business combination
with an operating company in any industry or sector. However, we are not, under our amended and restated certificate of incorporation,
permitted to effectuate our business combination with another blank check company or similar company with nominal operations. To the
extent we complete our business combination, we may be affected by numerous risks inherent in the business operations with which we combine.
For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may
be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our
officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will
properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will
adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable
to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders
who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the
breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained
an actionable material misstatement or material omission.

 We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our stockholders' investment in us.

we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt
following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We have
agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim
of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available
for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

 default
and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 our
immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

 our
inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing
while the debt security is outstanding;

 our
inability to pay dividends on our common stock;

 using
a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends
on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and

 limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of
our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

 If
we effect our initial business combination with a company with operations or opportunities outside of the United States, we would
be subject to a variety of additional risks that may negatively impact our operations.

 If
we effect our initial business combination with a company with operations or opportunities outside of the United States, we would
be subject to any special considerations or risks associated with companies operating in an international setting, including any of the
following:

 higher
costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements
of overseas markets;

 rules
and regulations regarding currency redemption;

 laws
governing the manner in which future business combinations may be effected;

 tariffs
and trade barriers;

 regulations
related to customs and import/export matters;

 local
or regional economic policies and market conditions;

 unexpected
changes in regulatory requirements;

 longer
payment cycles;

 tax
issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency
fluctuations and exchange controls;

 rates
of inflation;

 challenges
in collecting accounts receivable;

 cultural
and language differences;

 employment
regulations;

 underdeveloped
or unpredictable legal or regulatory systems;

 corruption;

 protection
of intellectual property;

 social
unrest, crime, strikes, riots, civil disturbances, regime changes, political upheaval, terrorist attacks, natural disasters and wars;

 deterioration
of political relations with the United States; and

 government
appropriation of assets.

 We
may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely
impact our results of operations and financial condition.

 Risks
Relating to our Management and Directors

 Past
performance by our management team may not be indicative of future performance of an investment in us.

 Information
regarding performance by, or businesses associated with, our management team is presented for informational purposes only. Any past experience
and performance of our management team is not a guarantee either: (a) that we will be able to successfully identify a suitable candidate
for our initial business combination; or (b) of any results with respect to any initial business combination we may consummate.
You should not rely on the historical record of our management team's performance as indicative of the future performance of an
investment in us or the returns we will, or are likely to, generate going forward.

 We
are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.

 Our
operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service of
our executive officers and directors, at least until we have completed our business combination. In addition, our executive officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating management time among various business activities, including identifying potential business combinations and monitoring
the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors
or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental
effect on us.

 Our
ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts
of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively
impact the operations and profitability of our post-combination business.

 Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management or advisory positions following our initial business combination, it is likely that some or all of the
management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial
business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be
unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources
helping them become familiar with such requirements.

 Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.
These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them
to have conflicts of interest in determining whether a particular business combination is the most advantageous.

 Our
key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. The personal and financial
interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the
ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor
in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any
of our key personnel will remain with us after the completion of our business combination. We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain
with us will be made at the time of our initial business combination.

 The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business
combination target's key personnel could negatively impact the operations and profitability of our post-combination business.

 The
role of an acquisition candidate's key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate's management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.

 Our
executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial
business combination.

 Our
executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other businesses. We
do not intend to have any full-time employees prior to the completion of our initial business combination.

 Each
of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation and
our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors
also serve as officers and board members for other entities. If our executive officers' and directors' other business affairs
require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their
ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business
activities similar to those intended to be conducted by us following our initial business combination and, accordingly, may have conflicts
of interest in determining to which entity a particular business opportunity should be presented.

 Following
the completion of our initial public offering and until we consummate our initial business combination, we intend to engage in the business
of identifying and combining with one or more businesses. Our executive officers and directors are, or may in the future become, affiliated
with entities that are engaged in business activities similar to those intended to be conducted by us following our initial business

 Our
officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other
entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to
which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential
target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation
provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly
offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally
and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

 For
a complete discussion of our executive officers' and directors' business affiliations and the potential conflicts of interest
that you should be aware of, please see "Management — Directors and Executive Officers," "Management —
Conflicts of Interest" and "Certain Relationships and Related Party Transactions."

 Our
executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict
with our interests.

 We
have not adopted a policy that expressly prohibits our executive officers, directors, security holders and their respective affiliates
from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction
to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated
with our directors or executive officers, although we do not currently intend to do so. Nor do we have a policy that expressly prohibits
any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or
entities may have a conflict between their interests and ours.

 Since
our initial stockholders, including our sponsor, executive officers and directors, will lose their entire investment in us if our initial
business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target
is appropriate for our initial business combination.

 Our
sponsor holds 4,743,750 founder shares. Certain members of our management team also have a financial interest in our sponsor. The
founder shares held by our sponsor will be worthless if we do not complete an initial business combination. In addition, our sponsor
purchased 5,162,500 private placement warrants, for an aggregate purchase price of $5,162,500. All of the foregoing private placement
warrants will also be worthless if we do not consummate our initial business combination. The personal and financial interests of our
sponsor, executive officers and directors may influence their motivation in identifying and selecting a target business combination,
completing an initial business combination and influencing the operation of the business following the initial business combination.
This risk may become more acute as the end of the combination period nears, which is the deadline for our completion of an initial business

 Since
our sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our business
combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate
for our initial business combination.

 At
the closing of our initial business combination, our sponsor, executive officers and directors, or any of their respective affiliates,
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of
out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of our sponsor, executive
officers and directors, may influence their motivation in identifying and selecting a target business combination and completing an initial
business combination.

 Since
our sponsor paid only approximately $0.005 per share for the founder shares, our officers and directors could potentially make a substantial
profit even if we acquire a target business that subsequently declines in value.

 In
April 2021, our sponsor acquired 5,175,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.005 per share.
In October 2021, our sponsor forfeited 862,500 founder shares. On December 20, 2021, we effected
a 1.1-for-1 stock dividend of our common stock, resulting in an aggregate of 4,743,750 founder shares outstanding. Our officers
and directors have a significant economic interest in our sponsor. As a result, the low acquisition cost of the founder shares creates
an economic incentive whereby our officers and directors could potentially make a substantial profit even if we acquire a target business
that subsequently declines in value and is unprofitable for public investors.

 Risks
Relating to Our Securities

 You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your
investment, therefore, you may be forced to sell your public shares, rights, or warrants, potentially at a loss.

 Our
public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the completion
of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder
vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination within 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 our public shares if we are unable to complete our business combination within the combination period, subject to applicable
law and as further described herein. Stockholders who do not exercise their rights to the funds in connection with an amendment to our
certificate of incorporation would still have rights to the funds in connection with a subsequent business combination. In no other circumstances
will a public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you
may be forced to sell your public shares, rights, or warrants, potentially at a loss.

 NASDAQ
may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities
and subject us to additional trading restrictions.

 Our common stock, rights,
and warrants are listed on Nasdaq. On January 11, 2024, we received a written notice (the "Notice") from the Listing Qualifications
Department of Nasdaq indicating that we are not in compliance with Nasdaq Listing Rule 5620(a) (the "Annual Stockholders Meeting
Rule") due to our failure to hold an annual meeting of stockholders within twelve months of the end of our fiscal year end.
The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our
securities on the Nasdaq Stock Market. The Notice stated that we had 45 calendar days, or until February 26, 2024, to submit a plan to
regain compliance with the Annual Stockholders Meeting Rule. We expect to submit to Nasdaq a plan to regain compliance with the Annual
Stockholders Meeting Rule within the required timeframe, but there can be no assurance that we will be able to do so.

 We cannot assure you that we will be able to regain compliance with the Annual Stockholders Meeting Rule or that
our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination, including following any
stockholder redemptions in connection with certain amendments to our amended and restated certificate of incorporation. If our securities
do not meet Nasdaq's continued listing requirements, Nasdaq may delist our securities from trading on its exchange. In order to
continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution
and stock price levels. Generally, we must maintain a minimum market value of listed securities (generally $35 million) and a minimum
number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination,
we will be required to demonstrate compliance with Nasdaq's initial listing requirements, which are more rigorous than Nasdaq's
continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price
would generally be required to be at least $4.00 per share, our stockholders' equity would generally be required to be at least
$5 million and we would be required to have a minimum of 300 round lot holders of our common stock. We cannot assure you that we will
be able to meet those initial listing requirements at that time.

 In order to continue listing our securities on Nasdaq prior to our initial
business combination, we must maintain certain financial, distribution and stock price levels. Additionally, in connection with our initial
business combination, we will be required to demonstrate compliance with Nasdaq's initial listing requirements, which are more
rigorous than Nasdaq's continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.
For instance, our stock price would generally be required to be at least $4.00 per share. We cannot assure you that we will be able to
meet those initial listing requirements at that time.

 If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:

 a
limited availability of market quotations for our securities;

 reduced
liquidity for our securities;

 a
determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to
more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 a
limited amount of news and analyst coverage; and

 a
decreased ability to issue additional securities or obtain additional financing in the future.

 If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption
amount received by stockholders may be less than $10.10 per share.

 Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have
all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us
waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders,
such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims
against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third party that has not executed a waiver if management believes that such third party's engagement would
be significantly more beneficial to us than any alternative. We are not aware of any product or service providers who have not or will
not provide such waiver other than the underwriters of our initial public offering.

 Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of
a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that
were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption
amount received by public stockholders could be less than the $10.10 per share initially held in the trust account, due to claims of
such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the
trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of our initial public offering
against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed
to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.
We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor's only assets are securities of
our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

 A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

 If
(x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock
(with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such
issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, as applicable,
prior to such issuance) (the "newly issued price"), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date
of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of
our common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business
combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the newly issued price, and the $18.00 per share redemption
trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price.
This may make it more difficult for us to consummate an initial business combination with a target business.

 Our
directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in
the trust account available for distribution to our public stockholders.

 In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per share or (ii) other than due to
the failure to obtain a waiver from a vendor waiving any right, title, interest or claim of any kind in or to any monies held in the
trust account for the benefit of our public stockholders, such lesser amount per share held in the trust account as of the date of the
liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn
to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related
to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose
not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the trust account available for distribution to our public stockholders may be reduced below $10.10 per share.

 If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board
of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors
and us to claims of punitive damages.

 If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by
paying public stockholders from the trust account prior to addressing the claims of creditors.

 If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be
reduced.

 If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders
in connection with our liquidation may be reduced.

 Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.

 Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public
shares in the event we do not complete our initial business combination within the combination period may be considered a liquidation
distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended
to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims
can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional
150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect
to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed
to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it
is our intention to redeem our public shares as soon as reasonably possible following the end of the combination period in the event
we do not complete our business combination and, therefore, we do not intend to comply with those procedures.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to
us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against
us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company,
and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be
from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with
Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of
such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that
may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions
received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination within the end of the combination period is not considered a liquidation distribution
under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings
that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the
statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years,
as in the case of a liquidation distribution.

 We
may not hold an annual meeting of stockholders until after our consummation of a business combination and you will not be entitled to
any of the corporate protections provided by such a meeting.

 In
accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our
first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual
meeting of stockholders for the purposes of electing directors in accordance with a company's bylaws unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation
of our initial business combination, and thus, we may not be in compliance with Section 211(b) of the DGCL, which requires an annual
meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of a business combination, they may
attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)
of the DGCL.

 We
did not register the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws
at the time of our IPO, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such
investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

 We
did not register the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws
at the time of our IPO. However, under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later
than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within
60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating
to the common stock issuable upon exercise of the warrants, and to maintain a current prospectus relating to such shares of common stock
until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be
able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration
statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC
issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required
to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis,
and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon
such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration
is available. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act,
we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect
a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation
in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable
state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration
or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price
solely for the shares of common stock included in the units. We may not redeem the warrants when a holder may not exercise such warrants.
However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of
our private placement warrants may be able to exercise such private placement warrants.

 The
warrants may become exercisable and redeemable for a security other than the shares of our common stock, and you will not have any information
regarding such other security at this time.

 In
certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable
for a security other than the shares of our common stock. As a result, if the surviving company redeems your warrants for securities
pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant
to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the
security underlying the warrants within fifteen (15) business days of the closing of an initial business combination.

 The
grant of registration rights to our initial stockholders and holders of our private placement warrants may make it more difficult to
complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our common
stock.

 Pursuant
to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial stockholders
and their permitted transferees can demand that we register their shares of our common stock at the time of our initial business combination.
In addition, holders of our private placement warrants and their permitted transferees can demand that we register the private placement
warrants and the shares of common stock issuable upon exercise of the private placement warrants, and holders of securities that may
be issued upon conversion of working capital loans may demand that we register such warrants or the common stock issuable upon exercise
of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number
of securities for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence
of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders
of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our common stock that is expected when the common stock owned by our initial stockholders, holders
of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

 We
may issue additional shares of common stock or preferred stock to complete our initial business combination or under an employee incentive
plan after completion of our initial business combination, and any such issuances would dilute the interest of our stockholders and likely
present other risks.

 Our
amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value
$0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share.

 We
may issue a substantial number of additional shares of common stock, and may issue shares of preferred stock, in order to complete our
initial business combination or under an employee incentive plan after completion of our initial business combination (although our amended
and restated certificate of incorporation provides that we may not issue securities that can vote with common stockholders on matters
related to our pre-business combination activity). However, our amended and restated certificate of incorporation provides, among
other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle
the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions
of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation,
may be amended with a stockholder vote. However, our sponsor, executive officers and directors have agreed, pursuant to a written agreement
with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination
period or (B) with respect to any other provision relating to stockholders' rights or pre-business combination activity,
unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment
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), divided by the number of then outstanding public shares. The issuance of additional shares of
common or preferred stock:

 may
significantly dilute the equity interest of investors in our initial public offering;

 may
subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

 could
cause a change in control if a substantial number of common stock is issued, which may affect, among other things, our ability to use
our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
and

 may
adversely affect prevailing market prices for our units, common stock, rights, and/or warrants.

 In
order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their
charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated certificate
of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that
our stockholders may not support.

 In
order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters
and modified governing instruments. For example, blank check companies have amended the definition of business combination, increased
redemption thresholds and extended the time period in which the company must consummate its initial business combination. We cannot assure
you that we will not seek to amend our charter or governing instruments in order to effectuate our initial business combination.

agreements related to our initial public offering may be amended without stockholder approval.

agreements, including the underwriting agreement relating to our initial public offering, the investment management trust agreement between
us and Continental Stock Transfer & Trust Company, the letter agreements and the registration rights agreement among us and
our sponsor, executive officers and directors, the administrative services agreement between us and our sponsor, and the business combination
marketing agreement may be amended without stockholder approval. These agreements contain various provisions that our public stockholders
might deem to be material. While we do not expect our board of directors to approve any amendment to any of these agreements prior to
our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to
its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial
business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.

 Our
initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder
vote, potentially in a manner that you do not support.

 Our
initial stockholders own 86.17% of our issued and outstanding shares of common stock. Accordingly, they may exert a substantial influence
on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any units in our initial
public offering or additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase
their influence.

 We
may amend the terms of the rights in a manner that may be adverse to holders of rights with the approval by the holders of at least 65%
of the then outstanding rights.

 Our
rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent,
and us. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding rights to make any
change that adversely affects the interests of the registered holders of rights. Accordingly, we may amend the terms of the rights in
a manner adverse to a holder if holders of at least 65% of the then outstanding rights approve of such amendment. Although our ability
to amend the terms of the rights with the consent of at least 65% of the then outstanding rights is unlimited, examples of such amendments
could be amendments to, among other things, adjust the conversion ratio of the rights.

 We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least 65% of the then outstanding public warrants.

 Our
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding
public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we
may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public
warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of
the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the
exercise price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise
of a warrant.

 Our
warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New
York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

 Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.

 Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and
to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the
forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in the foreign
action as agent for such warrant holder.

 This
choice-of-forum provision may limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable for
disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement
inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and Board.

 We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
$0.01 per warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share for any 20 trading
days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant
holders. We may not redeem the warrants when a holder may not exercise such warrants. Redemption of the outstanding warrants could force
you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so,
(ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to
accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially
less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held
by their initial purchasers or their permitted transferees.

 Our
rights and warrants may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our initial
business combination.

 We
issued rights that convert into 1,897,500 shares of our common stock and warrants to purchase 9,487,500 shares of our common
stock as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering,
we issued an aggregate of 7,347,500 warrants at a price of $1.00 per warrant in a private placement to our sponsor, I-Bankers and
Dawson James. In addition, if our initial stockholders make any working capital loans, up to $1,500,000 of such loans may be convertible,
at the option of the lender, into private placement warrants at a price of $1.00 per warrant of the post business combination entity.
To the extent we issue shares of common stock to effectuate a business combination, the potential for the issuance of a substantial number
of additional shares of common stock upon conversion of the rights or exercise of the warrants could make us a less attractive acquisition
vehicle to a target business. Such rights and warrants, if and when converted or exercised, would increase the number of issued and outstanding
shares of our common stock and reduce the value of the shares of common stock issued to complete the business combination. Therefore,
our rights and warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring the target
business.

 Provisions
in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our common stock and could entrench management.

 Our
amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders
may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of
and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.

 We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these
provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of
a premium over prevailing market prices for our securities.

 Provisions
in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors
and officers.

 Our
amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that
(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty
owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors,
officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws,
or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine
may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of
the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the
indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),
(B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court
of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court
of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside
of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder's counsel.
Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of
lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision
may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have
waived our compliance with federal securities laws and the rules and regulations thereunder.

 Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits
against our directors and officers.

 Our
warrants are accounted for as warrant liabilities and recorded at fair value upon issuance with changes in fair value each period reported
in earnings, which may make it more difficult for us to consummate an initial business combination.

 Following
the consummation of our IPO and the concurrent private placement of warrants, we issued an aggregate of 17,404,250 warrants. We accounted
for these as a warrant liabilities and recorded at fair value upon issuance any changes in fair value each period reported in earnings
as determined by us. Potential targets may seek a business combination partner that does not have warrants that are accounted for as
warrant liabilities, which may make it more difficult for us to consummate an initial business combination.

 General
Risks

 We
are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.

 We
are a newly formed company with no operating results, and did not commence operations until obtaining funding through our initial public
offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with
any prospective target business concerning a business combination and may be unable to complete our initial business combination. If
we fail to complete our initial business combination, we will never generate any operating revenues.

 If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our business combination.

 If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including, without limitation,
restrictions on the nature of our investments, and restrictions on the issuance of our securities, each of which may make it difficult
for us to complete our business combination. In addition, we may have imposed upon us burdensome requirements, including, without limitation,
registration as an investment company; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy
and disclosure requirements and other rules and regulations.

 In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities
do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and
complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan
to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or
to be a passive investor.

 We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account were previously
invested by the trustee only 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. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act) under the proposed rules issued by the SEC and thus potentially subject to
regulation under the Investment Company Act, in January 2024, we instructed Continental, the trustee with respect to the Trust Account,
to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds
in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination
or the liquidation of the Company. Following such liquidation, we may receive less interest on the funds held in the Trust Account than
we would have if we had not liquidated such assets. As a result, our public stockholders would receive a lower amount upon any redemption
or liquidation of the Company as compared to what they would have received had the investments not been so liquidated. Because the investment
of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated
under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate a business combination.
If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share
on the liquidation of our trust account and our rights and warrants will expire worthless.

 Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results
of operations.

 We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply
with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and
those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to
comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results
of operations.

 A
market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

 The
price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.
Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable
to sell your securities unless a market can be established and sustained.

 We
are an emerging growth company within the meaning of the Securities Act, and we are taking advantage of certain exemptions from disclosure
requirements available to emerging growth companies, which could make our securities less attractive to investors and may make it more
difficult to compare our performance with other public companies.

 We
are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we are taking
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may
deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status
earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30
before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether
investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less
attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would
be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the
new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.

 Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial
financial and management resources, and increase the time and costs of completing an acquisition.

 Section 404
of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or
an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on
our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required
to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome
on us as compared to other public companies because a target company with which we seek to complete our initial business combination
may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development
of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such acquisition.

 Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

 We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our business and lead to financial loss.

 We
would be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding
company (a "PHC") for U.S. federal income tax purposes.

 A
U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (i) at any
time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including
as individuals for this purpose certain entities such as certain tax exempt organizations, pension funds and charitable trusts) own or
are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at
least 60% of the corporation's adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable
year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain
circumstances, rents).

 Depending
on the date and size of our initial business combination, it is possible that at least 60% of our adjusted ordinary gross income may
consist of PHC income as discussed above. In addition, depending on the concentration of our stock in the hands of individuals, including
the members of our sponsor and certain tax exempt organizations, pension funds and charitable trusts, it is possible that more than 50%
of our stock may be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable
year. Thus, no assurance can be given that we will not become a PHC in the future. If we are or were to become a PHC in a given taxable
year, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally includes our taxable
income, subject to certain adjustments.

 Non-U.S.
Holders may be subject to U.S. federal income tax if we are considered a United States real property holding corporation.

 A
Non-U.S. Holder of our common stock may be subject to U.S. federal income and/or withholding tax in the event we are considered a "United
States real property holding corporation" ("USRPHC") for U.S. federal income tax purposes. In that event, Non-U.S.
Holders of our common stock could be subject to U.S. federal income or withholding tax, or both, in respect of certain distributions
on, and payments in connection with a sale, exchange, redemption, repurchase or other disposition of, our common stock. Certain Non-U.S.
Holders may be eligible for an exemption if they do not exceed certain ownership levels. Non-U.S. Holders are urged to consult their
tax advisors with respect to the U.S. federal income tax consequences of acquiring, owning and disposing of our common stock.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 We
have no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction
candidates. Therefore, we have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity
risk, which may make us susceptible to heightened cybersecurity risk. Our board of directors is generally responsible for the oversight
of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents since our IPO.

 ITEM
2. PROPERTIES

 We currently maintain our executive offices at 207 West 25 th St,
9 th Floor, New York, NY 10001. Previously, the cost for this space was included in the $5,000 per month fee that
was paid to an affiliate of one of our officers for office space, utilities, secretarial support and other administrative and consulting
services. In June 2023, the Company terminated the $5,000 fee arrangement but still maintains our executive office at 207 West 25 th
St, 9 th Floor, New York, NY 10001. We consider our current office space adequate for our current operations.

 ITEM
3. LEGAL PROCEEDINGS

 To
the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors
in their capacity as such or against any of our property.

 ITEM
4. MINE SAFETY DISCLOSURE

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock, rights, and warrants are traded on the NASDAQ under the symbols "NVAC," "NVACR," and "NVACW"
respectively. Our units commenced public trading on December 20, 2021. Our shares of common stock, rights, and warrants began separate
trading on January 21, 2022, and our units ceased trading on such separation date.

 Holders

 As of February 21, 2024, there were four holders of record for our
shares common stock, one holder of record of our rights, and fiveholders of record of our warrants.

 Dividends

 We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not
currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offering

 On
December 22, 2021, we consummated our initial public offering ("IPO") of 18,975,000 units, including the issuance of 2,475,000
units as a result of the underwriters' exercise of their over-allotment option in full. The units were sold at a price of $10.00
per unit, generating gross proceeds of $189,750,000.

 Simultaneously
with the closing of the IPO, pursuant to certain subscription agreements, we completed a private sale of an aggregate of 7,347,500 private
placement warrants to our sponsor, I-Bankers, and Dawson James at a purchase price of $1.00 per private placement warrant, generating
gross proceeds to the Company of $7,347,500. The private placement warrants are identical to the public warrants sold in the IPO except
that the private placement warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, in each
case so long as they are held by the initial purchasers or any of their permitted transferees. If the private placement warrants are
held by holders other than the initial purchasers or any of their permitted transferees, the private placement warrants will be redeemable
by us and exercisable by the holders on the same basis as the public warrants included in the units sold in the IPO. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the private placement warrant was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 I-Bankers
and Dawson James were representatives of the several underwriters. The securities sold in the IPO were registered under the Securities
Act on registration statements on Form S-1 (Nos. 333-257156 and 333-261763). The SEC declared the registration statement effective on
December 20, 2021.

 We
paid a total of $3,450,000 in underwriting discounts and commissions and $609,623 for other costs and expenses related to the IPO. I-Bankers
and Dawson James, representatives of the several underwriters in the IPO, received a portion of the underwriting discounts and commissions
related to the IPO. We also repaid the promissory note to the Sponsor from the proceeds of the IPO. After deducting the underwriting
discounts and commissions and incurred offering costs, the total net proceeds from our IPO and the sale of the private placement warrants
was $193,647,500, of which $191,647,500 (or $10.10 per unit sold in the IPO) was placed in the trust account. Other than as described
above, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates,
or to our affiliates.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 On
December 21, 2023, we held the Second Extension Meeting, at which our shareholders approved, among others, a proposal to extend the date
we would be required to consummate a business combination from December 22, 2023 to March 22, 2024. In connection with the Second Extension
Meeting, public stockholders holding an aggregate of 140,663 Public Shares exercised
their right to redeem such shares for a per-share price, payable in cash, equal to the pro rata
portion of the trust account established at the consummation of our initial public offering, calculated as of two business days prior
to the consummation of the business combination. Following the redemption, there were 6,027,219 shares of common stock issued
and outstanding.

 The
following table contains monthly information about the repurchases of our equity securities for the three months ended December 31, 2023:

 (a) Total

 number of

 shares

(or units)

 purchased

 (b) Average

 price paid

 per share

 (or unit)

 (c) Total

 number of

 shares (or units)

 purchased as part of

 publicly announced

 plans or programs

 (d) Maximum number (or

 approximate dollar value) of

 shares (or units) that may yet be

 purchased under the plans or

programs

 October 1 - October 31, 2023

 -

 -

 -

 -

 November 1 - November 30, 2023

 -

 -

 -

 -

 December 1 - December 31, 2023

 140,663

 $
 11.13

 -

 -

 ITEM
6. [RESERVED]

 ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction
with our audited consolidated financial statements and the notes related thereto which are included in "Item 8. Consolidated Financial
Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements,"
"Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

 Overview

 We
are a blank check company incorporated on April 19, 2021 as a Delaware corporation and 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
(a "Business Combination"). We consummated our initial public offering on December 22, 2021 and are currently in the process
of locating suitable targets for our business combination. We intend to use the cash proceeds from our Public Offering and the Private
Placement described below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt
to complete the Business Combination.

 We
expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital
or to complete our initial Business Combination will be successful.

 Recent
Developments

 Proposed Business Combination

 On
November 7, 2022, NorthView entered into a Merger Agreement and Plan of Reorganization (the "Merger Agreement"), by and among
NorthView, NV Profusa Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NorthView ("Merger Sub"),
and Profusa, Inc., a California corporation ("Profusa").

 The
Merger Agreement provides that, among other things, at the closing (the "Closing") of the transactions contemplated by the
Merger Agreement, Merger Sub will merge with and into Profusa (the "Merger"), with Profusa surviving as a wholly-owned subsidiary
of NorthView. In connection with the Merger, NorthView will change its name to "Profusa, Inc." The Merger and the other transactions
contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination."

 The
Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition of
$15,000,000, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa. There
is no assurance that the Business Combination will be completed.

 The
aggregate consideration to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000. The exchange
ratio will be equal to (a) $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share.

 Pursuant
to the Merger Agreement, subject to certain future revenue and stock-price based milestones, Profusa stockholders will have the right
to receive an aggregate of up to an additional 3,875,000 shares of NorthView Common Stock (the "Earnout Shares"). One-quarter
of the Earnout Shares will be issued if, between the 18-month anniversary and the two year anniversary of the Closing, the combined company's
common stock achieves a daily volume weighted average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive
trading day period ("Milestone Event I"). One-quarter of the Earnout Shares will be issued if, between the first and second
anniversary of the Closing, the combined company's common stock achieves a daily volume weighted average market price of at least
$14.50 per share for a similar number of days ("Milestone Event II"). Pursuant to the Merger Agreement, the remaining one-quarter
of the Earnout Shares were to be issued if the combined company achieves at least $5,100,000 in revenue in fiscal year 2023, and one-quarter
of the Earnout Shares will be issued if the combined company achieves at least $73,100,000 in revenue in fiscal year 2024, (or up to
one-half of the Earnout Shares if both milestones are achieved). On September 12, 2023, the parties to the Merger Agreement entered into
Amendment No. 1 to the Merger Agreement (the "Amendment") pursuant to which the parties agreed to revise the revenue earnout
milestones to reflect updated projections provided by Profusa. Specifically, Amendment No. 1 revised the definition of "Milestone
Event III" and "Milestone Event IV" such that one-quarter of the Earnout Shares would be issued to Profusa stockholders
if the combined company achieves Earnout Revenue of $11,864,000 for the fiscal year ended December 31, 2024, and one-quarter of the Earnout
Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $99,702,000 for the fiscal year ended
December 31, 2025. Amendment No. 1 also clarified the exercise price of certain the Company Warrants.

 Additionally,
if Milestone Event I or Milestone Event II are achieved by the second anniversary of the Closing, NorthView's sponsor, NorthView
Sponsor I, LLC and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to
obtaining Additional Financings (as defined in the Merger Agreement).

 On September 14, 2023 and September 29, 2023, the Company paid Profusa related expenses in the amount of $25,000, respectively, for a
total of $50,000. The Profusa related expenses will not be repaid and are reflected in operating costs in the Company's consolidated
statement of operations.

 On
December 21, 2023, the Company held a special meeting of stockholders to vote on extending the Combination Period. As a result, the Company
has extended the Combination Period from December 22, 2023 to March 22, 2024. In connection with the extension, 140,663 shares of the
Company's common stock were redeemed, with 6,027,219 shares of Common Stock remaining outstanding after the Redemption; 833,469
shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our initial public offering. In
January 2024, $1,565,078 was paid from the trust account to redeeming stockholders in connection with the extension. As a result, the
Company has recorded a liability of $1,565,078 as common stock to be redeemed and reduced common stock subject to possible redemption
as of December 31, 2023 on the balance sheet.

 Nasdaq Delisting Notification

 On January 11, 2024, we received
a written notice (the "Notice") from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance
with Nasdaq Listing Rule 5620(a) (the "Annual Stockholders Meeting Rule") due to our failure to hold an annual meeting of
stockholders within twelve months of the end of our fiscal year end. The Notice is only a notification of deficiency, not of imminent
delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Stock Market. The Notice stated that we
had 45 calendar days, or until February 26, 2024, to submit a plan to regain compliance with the Annual Stockholders Meeting Rule. We
expect to submit to Nasdaq a plan to regain compliance with the Annual Stockholders Meeting Rule within the required timeframe, but there
can be no assurance that we will be able to do so.

 Results
of Operations

 As
of December 31, 2023, we had not commenced any operations. All activity for the period from April 19, 2021 (inception) through December
31, 2023 relates to our formation and the Initial Public Offering, and, subsequent to the IPO, identifying a target company for a Business
Combination. We have neither engaged in any operations nor generated any operating revenues to date. We will not generate any operating
revenues until after the completion of our initial Business Combination, at the earliest. We will generate non-operating income in the
form of interest income and unrealized gains from the cash and marketable securities held in the Trust Account. We expect to incur expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.

 For the year ended December
31, 2023, we had net income of $1,161,910, which consisted of interest income on securities held in the Trust Account of $2,248,538 and
a gain of $701,148 for the change in fair value of our warrant liabilities and change in fair value of convertible note of $177,697,
offset by operating costs of $1,508,683, and income tax provision of $456,790. We are required to revalue our liability-classified warrants
at the end of each reporting period and reflect in the consolidated statements of operations a gain or loss from the change in fair value
of the warrant liabilities in the period in which the change occurred.

 For
the year ended December 31, 2022, we had net income of $7,167,738, which consisted of a gain of $6,358,235 for the change in fair value
of our warrant liabilities and interest income of $2,579,268, offset by formation and operating costs of $1,270,554 and provision for
income taxes of $499,211. We are required to revalue our liability-classified warrants at the end of each reporting period and reflect
in the statement of operations a gain or loss from the change in fair value of the warrant liabilities in the period in which the change
occurred.

 Liquidity
and Going Concern

 As of December 31, 2023,
we had $4,519 in cash and a working capital deficit of $3,345,130.

 For the year ended December
31, 2023, cash used in operating activities was $2,064,860. Net income of $1,161,910 was impacted primarily by trust interest income
of $2,248,538, change in fair value of convertible note of $177,697, change in fair value of our warrant liabilities of $701,148. Changes
in operating assets and liabilities reflected a use of cash of $99,387 from operating activities during such period.

 For
the year ended December 31, 2023, cash provided by investing activities included $438,360 of extension payments made to the trust, $1,192,438
of reimbursement from the trust of franchise and income tax payments and cash withdrawn from the trust of $184,845,836 in relation to
a partial stock redemption.

 For
the year ended December 31, 2023, cash used in financing activities included $1,121,815 of proceeds from a convertible promissory note
and $184,845,836 of a partial stock redemption.

 For
the year ended December 31, 2022, cash used in operating activities was $581,189. Net income of $7,167,738 was impacted primarily by
trust interest income of $2,579,268 and change in fair value of our warrant liabilities of $6,358,235. Changes in operating assets and
liabilities reflected a source of cash of $1,188,576 from operating activities during such period.

 For
the year ended December 31, 2022, cash provided by investing activities included $8,447 of reimbursement from the trust of franchise
tax payments and $25,000 in reimbursement from a related party.

 For
the year ended December 31, 2022, there was no cash used in financing activities.

 Prior
to the completion of the initial public offering, our liquidity needs had been satisfied through a capital contribution from the sponsor
of $25,000 for the founder shares to cover certain of the offering costs and the loan under an unsecured promissory note from the sponsor
of $204,841, which was fully paid upon the initial public offering. Subsequent to the consummation of the initial public offering and
private placement, our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held
in the trust account, and the drawdowns on the convertible promissory note.

 In
order to finance transaction costs in connection with an intended Business Combination, the initial stockholders or an affiliate of the
initial stockholders or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working
Capital Loans (see Note 5).

 On
April 27, 2023, the Company signed a Convertible Working Capital Promissory Note ("the Note") with the Sponsor for $1,200,000.
The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The
Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant.
The Company had principal outstanding of $1,121,815 and is presenting the Note at fair value on its balance sheet at December 31, 2023
in the amount of $944,118.

 On January 10, 2024, the Company's Board of Directors approved,
and the Company amended, its Convertible Working Capital Promissory Note (the "Note") with the sponsor to increase the principal
amount of the Note that could be drawn on to $1.5 million. The amended and restated Note also allows for the conversion of the outstanding
principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor.

 The
Company has until as late as March 22, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate
a Business Combination by March 22, 2024. If a Business Combination is not consummated by the required date, there will be an option
to either extend the time available for us to consummate our initial business combination or execute a mandatory liquidation and subsequent
dissolution. In connection with the Company's assessment of going concern considerations in accordance with the authoritative guidance
in Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2014-15, "Disclosure
of Uncertainties About an Entity's Ability to Continue as a Going Concern," management has determined that mandatory liquidation,
and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company's
ability to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements. No adjustments
have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after March 22, 2024.

 Off-Balance
Sheet Financing Arrangements

 We
did not have any off-balance sheet arrangements as of December 31, 2023 and 2022.

 Contractual
Obligations

 As
of December 31, 2023 and 2022, we did not have any long-term debt, capital or operating lease obligations.

 We entered into an administrative
services agreement with our sponsor pursuant to which we pay for office space and secretarial and administrative services provided to
members of our management team, in an amount of $5,000 per month. As of June 30, 2023, the Company and the sponsor terminated this agreement.
For the year ended December 31, 2023, $30,000 had been incurred and billed relating to the administrative service fee. As of December
31, 2023, $50,000 relating to the administrative service fee was not paid yet and recorded as due to related party.

 NorthView previously engaged I-Bankers as an advisor to assist in holding
meetings to discuss the potential business combination and the target business' attributes, introduce NorthView to potential investors
that are interested providing funding in connection with a Business Combination, assist NorthView in obtaining stockholder approval for
such business combination and assist NorthView with its press releases and public filings in connection with such business combination
(the "Business Combination Marketing Agreement"). In connection with such engagement, NorthView agreed to pay I-Bankers and
Dawson James a cash fee (the "Business Combination Fee") for such services upon the consummation of a business combination
in an amount equal to 3.68% of the gross proceeds of its initial public offering (exclusive of any applicable finders' fees which
might become payable). In connection with the Business Combination, NorthView, I-Bankers and Dawson James amended the Business Combination
Marketing Agreement to revise a portion of the Business Combination Fee to be partially payable in NorthView securities and partially
payable in cash upon the closing of the Merger with Profusa, with such securities to be subject to lock-up provisions.

 Critical Accounting Policies and Estimates

 Management's discussion
and analysis of our results of operations and liquidity and capital resources are based on our financial information. We describe our
significant accounting policies in Note 2 – Significant Accounting Policies, of the Notes to Consolidated Financial Statements included
in this report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies
require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing
basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements
are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry
trends and information available from outside sources, as appropriate. Some of the more significant estimates are in connection with determining
the fair value of the warrant liabilities and convertible promissory note. However, by their nature, judgments are subject to an inherent
degree of uncertainty, and, therefore, actual results could differ from our estimates.

 Convertible Promissory Note

 The fair value of the Company's
convertible promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract.
The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs
reflect management's own assumption about the assumptions a market participant would use in pricing the working capital loan.

 Warrant
Liabilities

 We
account for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40. Such guidance provides
that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly,
we classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date.
With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in our
consolidated statements of operations.

 In determining the fair value
of the Private Placement Warrants and the Representative's Warrants assumptions related to expected share-price volatility, expected
life and risk-free interest rate are utilized. The Company estimates the volatility of its common stock based on historical volatility
that matches the expected remaining life of the warrants.

 Net
Income Per Common Stock

 We
have two categories of shares, which are referred to as common stock subject to possible redemption and common stock. Earnings and losses
are shared pro rata between the two categories of shares. The 17,404,250 potential shares of common stock for outstanding warrants
to purchase our shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants
are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of common stock
is the same as basic net income per share of common stock for the periods presented.

Stock Subject to Possible Redemption

 Our
common stock sold as part of the Units in the IPO ("public common stock") contain a redemption feature which allows for the
redemption of such public shares in connection with our liquidation, or if there is a stockholder vote or tender offer in connection
with the initial Business Combination. In accordance with ASC 480-10-S99, we classify public common stock subject to redemption outside
of permanent equity as the redemption provisions are not solely within our control. The public common stock was issued with other freestanding
instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was
the allocated proceeds determined in accordance with ASC 470-20.

 Recent
Accounting Standards

 In
June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13 – Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). This update requires financial assets
measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses
is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard
including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15,
2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023.
The adoption of ASU 2016-13 did not have a material impact on its financial statements.

 In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic
740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which will require the Company to disclose specified additional
information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.
ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further
disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after
December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

 Our
management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have
a material effect on the accompanying consolidated financial statements.

 JOBS
Act

 The JOBS
Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify
as an "emerging growth company" under the JOBS Act and are allowed to comply with new or revised accounting pronouncements
based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. As a result, our consolidated financial statements may not be comparable
to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.
Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such
exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm's attestation
report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure
that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection
Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the
independent registered public accounting firm's report providing additional information about the audit and the consolidated financial
statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation
between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These
exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an
"emerging growth company," whichever is earlier.

 Item 7A.
Quantitative and Qualitative Disclosures about Market Risk

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.

 Item 8.
Consolidated Financial Statements and Supplementary Data

 This
information appears following Item 15 of this Report and is included herein by reference.

 Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 ITEM 9A.
CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the
SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive officer and principal
financial and accounting officer (our "Certifying Officers"), the effectiveness of our disclosure controls and procedures
as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers
concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Report on Internal Controls Over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f)
under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with
accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures
may deteriorate.

 Management
conducted, under the supervision of our principal executive officer and principal financial officer, an evaluation of the effectiveness
of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the "COSO" criteria. Based
on the assessment performed, management concluded that our internal control over financial reporting was effective as of December 31,
2023.

 This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to a transition period
established by rules of the SEC for an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933,
as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
9B. OTHER INFORMATION.

 During
the period covered by this Annual Report, none of the Company's directors or executive officers has adopted or terminated a Rule
10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities
Exchange Act of 1934, as amended).

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 Our
directors and officers are as follows:

 Name

 Age

 Title

 Jack Stover

 Co-Founder, Director, Chief Executive Officer

 Fred Knechtel

 Co-Founder, Director, Chief Financial Officer

 Peter O'Rourke

 Chairman of the Board, Independent Director

 Ed Johnson

 Independent Director

 Lauren Chung

 Independent Director

 Jack
Stover — Co-Founder, Director and Chief Executive Officer

 Jack
Stover has served as our Chief Executive Officer and director since inception. From June 2016 to November 2020, Mr. Stover served
as president and chief executive officer of Interpace Biosciences, Inc., a publicly-traded small cap life sciences company providing
complex molecular analysis for the early diagnosis and treatment of cancer and supporting the development of targeted therapeutics. From
December 2015 until June 2016, Mr. Stover served as interim president and chief executive officer of Interpace Biosciences, Inc.
Mr. Stover on the board of directors of Interpace Biosciences, Inc. from August 2005 until November 2020, and was chairman of the
audit committee from August 2005 until December 2015. From June 2016 to December 2016, Mr. Stover was chairman of the audit committee
and a member of the board of directors of Viatar CTC Solutions, Inc. From 2004 to 2008, he served as chief executive officer, president
and director of Antares Pharma, Inc., a publicly held specialty pharmaceutical company (current market cap of ~$700M) then listed on
the American Stock Exchange. In addition to other relevant experience, Mr. Stover was also formerly a partner with PricewaterhouseCoopers
(then Coopers and Lybrand), working in the bioscience industry division in New Jersey. Mr. Stover received his B.A. in Accounting
from Lehigh University and is a Certified Public Accountant. We believe that Mr. Stover is well-qualified to serve as a director
of our company based on Mr. Stover's experience holding senior leadership positions in the life sciences industry, and his
specific experience and skills in the areas of general operations, financial operations and administration.

 Fred
Knechtel — Co-Founder, Director and Chief Financial Officer

 Fred
Knechtel has served as our Chief Financial Officer and director since inception. From August 2022 to August 2023, Mr. Knechtel
served as chief financial officer of DiamiR Biosciences. From January 2020 to January 2021, Mr. Knechtel served as chief financial
officer of Interpace Biosciences, Inc. From June 2018 to December 2018, Mr. Knechtel served as chief financial officer of GENEWIZ,
Inc. From November 2014 to November 2017, Mr. Knechtel served as group chief financial officer of Sims Metal Management. From November
2009 to October 2014, Mr. Knechtel served as chief financial officer of Remy International, Inc. Mr. Knechtel received a Bachelor
of Engineering from Stony Brook University and a M.B.A in Finance from Hofstra University. We believe that Mr. Knechtel is well-qualified
to serve as a director of our company based on Mr. Knechtel's experience holding high level executive positions in the life
sciences industry, and his financial and accounting experience.

 Peter
O'Rourke — Chairman of the Board

 Peter
O'Rourke has served as our chairman of the board since the effective date of our initial public offering. Since December 2018,
Mr. O'Rourke has served as Managing Partner at TCI Partners, a consulting firm focused on healthcare, aerospace and the public
sector. From November 2020-August 2022, Mr. O'Rourke was President and Director for Western Magnesium, where he
created the U.S. operations strategy and team during the successful technology pilot phase of the company, and led enterprise and defense
business development, government affairs, and communications. From January 2017 to December 2018, Mr. O'Rourke served
as the Acting Secretary and Chief of Staff of the Department of Veteran Affairs. From May 2015 to July 2016, Mr. O'Rourke
served as a principal of Calibre Systems, Inc., a consulting firm. Mr. O'Rourke also served in both the U.S. Navy and Air
Force. Mr. O'Rourke served as Director for AXIM Biotechnologies from July 2020 to present. AXIM is a vertically integrated
research and development company focused on improving the landscape for the diagnosis of ophthalmological conditions such as Dry Eye
Disease (DED) through rapid diagnostic tests. Mr. O'Rourke received a Bachelor of Arts in Political Science from the University
of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United States Air Force's
Institute of Technology. We believe that Mr. O'Rourke is well-qualified to serve as a director of our company based on Mr.
O'Rourke's leadership and consulting experience in the healthcare industry.

 Ed
Johnson — Director

 Ed
Johnson has served as a director since the effective date of our initial public offering. Since March 2020, Mr. Johnson has
served as the chief executive officer of iONEBIOUSA Molecular COVID-19 Technologies, which he founded. Since March 2018, Mr. Johnson
has served as chief executive officer of Johnson Global Ventures, LLC. Since March 2018, Mr. Johnson has served on the Advisory
Board to Advantage Capital Partners. Mr. Johnson received a Bachelor of Science in Marketing from Florida State University and a
M.B.A. from Nova Southeastern University. We believe that Mr. Johnson is well-qualified to serve as a director of our company
based on Mr. Johnson's healthcare focused experience.

 Lauren
Chung — Director

 Lauren
Chung has served as a director since the effective date of our initial public offering. Since November 2019, Dr. Chung has served
as chief executive officer of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational,
and commercial opportunities, and venture partner at Yozma Group. From May 2017 to November 2019, Dr. Chung was an Equity Research
Managing Director at WestPark Capital. From August 2016 to April 2017, Dr. Chung as in equity research at Maxim Group. Previously,
Dr. Chung founded and served as chief operating officer and chief compliance officer of Tokum Capital Management, a global healthcare
investment fund. Prior to that, she managed healthcare investment portfolios at institutional investment firms. Dr. Chung serves
as director of Todos Medical Ltd. Dr. Chung previously served as director of Cure Pharmaceutical Holding Corp from August 2019 until
November 2021, UltraSight, Inc from December 2020 to December 2021, and AdiTxt, Inc. from June 2021 until December 2021. Dr. Chung
holds a Ph. D. in Neuropathology from Columbia University-College of Physicians & Surgeons, an M.B.A from Columbia Business School,
and a BA with honors in Biochemistry and Economics from Wellesley College. We believe that Dr. Chung is well-qualified to serve
as a director of our company based on Dr. Chung's extensive corporate board and investment analysis experience.

 Number
of Officers and Directors

 Our
board of directors consists of five directors. We may not hold an annual meeting of stockholders until after we consummate our initial
business combination. Our officers are elected by the board of directors and serve at the discretion of the board of directors,
rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws
as it deems appropriate.

Independence

 The
Nasdaq listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors have determined that Dr. Chung, Mr. Johnson and
Mr. O'Rourke are "independent directors" as defined in the Nasdaq listing standards and applicable SEC rules.
Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Committees
of the Board of Directors

 Our
board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance
committee. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described
below. Our audit committee, compensation committee and nominating and corporate governance committee is composed solely of independent
directors.

 Audit
Committee

 The
members of our audit committee are Dr. Chung, Mr. Johnson and Mr. O'Rourke. Dr. Chung serves as chair of the
audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members on the audit
committee. The rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely
of independent directors. Dr. Chung, Mr. Johnson and Mr. O'Rourke qualify as independent directors under applicable
rules. Each member of the audit committee is financially literate and our board of directors has determined that Dr. Chung qualifies
as an "audit committee financial expert" as defined in applicable SEC rules.

 We
have adopted an audit committee charter, which details the principal functions of the audit committee, including:

 the appointment, compensation,
 retention, replacement, and oversight of the work of the independent registered accounting firm and any other independent registered
 public accounting firm engaged by us;

 pre-approving all audit
 and non-audit services to be provided by the independent registered accounting firm or any other registered public accounting firm
 engaged by us, and establishing pre-approval policies and procedures;

 reviewing and discussing
 with the independent registered accounting firm all relationships the auditors have with us in order to evaluate their continued
 independence;

 setting clear hiring policies
 for employees or former employees of the independent registered accounting firm;

 setting clear policies
 for audit partner rotation in compliance with applicable laws and regulations;

 obtaining and reviewing
 a report, at least annually, from the independent registered accounting firm describing (i) the independent registered accounting
 firm's internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control
 review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within,
 the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such
 issues;

 reviewing and approving
 any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us
 entering into such transaction; and

 reviewing with management,
 the independent registered accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,
 including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material
 issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
 by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation
Committee

 The
members of our Compensation Committee are Mr. Johnson, Dr. Chung, and Mr. O'Rourke. Mr. Johnson serves as chair
of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members
on the compensation committee, all of whom must be independent.

 We
have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 reviewing and approving
 on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our
 Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration
 (if any) of our Chief Executive Officer's based on such evaluation;

 reviewing and approving
 the compensation of all of our other executive officers;

 reviewing our executive
 compensation policies and plans;

 implementing and administering
 our incentive compensation equity-based remuneration plans;

 assisting management in
 complying with our proxy statement and annual report disclosure requirements;

 approving all special perquisites,
 special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

 producing a report on executive
 compensation to be included in our annual proxy statement; and

 reviewing, evaluating and
 recommending changes, if appropriate, to the remuneration for directors.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Nominating
and Corporate Governance Committee

 The
members of our nominating and corporate governance are Dr. Chung, Mr. O'Rourke and Mr. Johnson. Dr. Chung serves as chair
of the nominating and corporate governance committee.

 The
primary purposes of our nominating and corporate governance committee will be to assist the board in:

 identifying, screening
 and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for
 election at the annual meeting of stockholders or to fill vacancies on the board of directors;

 developing, recommending
 to the board of directors and overseeing implementation of our corporate governance guidelines;

 coordinating and overseeing
 the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the
 company; and

 reviewing on a regular
 basis our overall corporate governance and recommending improvements as and when necessary.

 The
nominating and corporate governance committee is governed by a charter that complies with the rules of Nasdaq.

Nominations

 Our
nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the
annual meeting of the stockholders. The board of directors will also consider director candidates recommended for nomination by our stockholders
during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable,
a special meeting of stockholders).

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right
to recommend director candidates for nomination to our board of directors.

 Code
of Ethics

 We
have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our form of Code of Ethics
and our audit committee charter as exhibits to the registration statement we filed in connection with our initial public offering. You
are able to review these documents by accessing our public filings at the SEC's website at www.sec.gov. In addition, a copy
of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain
provisions of our Code of Ethics in a Current Report on Form 8-K.

 Conflicts
of Interest

 Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for
an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these fiduciary obligations
under applicable law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will
materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation provides that
we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered
to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually
permitted to undertake and would otherwise be reasonable for us to pursue.

 Potential
investors should also be aware of the following other potential conflicts of interest:

 None of our officers or
 directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating
 his or her time among various business activities.

 Our sponsor, executive
 officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they
 hold in connection with the consummation of our initial business combination. Additionally, our sponsor, executive officers and directors
 have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination
 within the combination period, although they will be entitled to liquidating distributions from the trust account with respect to
 any public shares they hold. If we do not complete our initial business combination within such applicable time period, the proceeds
 of the sale of the private placement warrants will be used to fund the redemption of our public shares, and the private placement
 warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable
 by our initial stockholders until the earlier of (1) one year after the completion of our initial business combination and (2) the
 date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after our
 initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for
 cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00
 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
 within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares
 will be released from the lock-up. With certain limited exceptions, the private placement warrants and the securities underlying
 such warrants will not be transferable, assignable or salable by our initial stockholders until 30 days after the completion of our
 initial business combination. Since our initial stockholders and officers and directors may directly or indirectly own common stock
 and warrants following our initial public offering, our officers and directors may have
 a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our
 initial business combination.

 Our officers and directors
 may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any
 such officers and directors was included by a target business as a condition to any agreement with respect to our initial business

 Our initial stockholders,
 officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements
 as we may obtain loans from our initial stockholders or an affiliate of our initial stockholders or any of our officers or directors
 to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be,
 at the option of the lender, convertible into placement warrants at a price of $1.00 per warrant. Such units would be identical to
 the private placement warrants, including as to exercise price, exercisability and exercise period.

 Our initial stockholders,
 officers and directors may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which
 would only be repaid if we complete an initial business combination.

 Our officers and directors
 may be paid consulting, finder or success fees for assisting us in consummating our initial business combination.

 The
conflicts described above may not be resolved in our favor.

 In
general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business
opportunities to a corporation if:

 the corporation could financially
 undertake the opportunity;

 the opportunity is within
 the corporation's line of business; and

 it would not be fair to
 the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers
or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting
firm, that such an initial business combination is fair to our company from a financial point of view.

 In
the event that we submit our initial business combination to our public stockholders for a vote, our sponsor, executive officers, and
directors have agreed to vote their founder shares and any public shares purchased in or after our initial public offering in favor of
our initial business combination.

 The
following table summarizes the relevant pre-existing fiduciary or contractual obligations of our officers and directors:

 Individual

 Entity

 Position
 at affiliated entity

 Jack Stover

 Onconova Therapeutics,
 Inc.

 Fred Knechtel

 —

 —

 Peter O'Rourke

 TCI Partners

 Managing Partner

 AXIM Biotechnologies

 Ed Johnson

 iONEBIOSUSA

 CEO

 Johnson Global Ventures
 LLC

 CEO

 Advantage Capital Partners

 Advisor

 Lauren Chung

 MINLEIGH, LLC

 CEO

 Todos Medical Ltd.

 Limitation
on Liability and Indemnification of Officers and Directors

 Our
amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent
authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation
provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors,
except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL.

 We
entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided
for in our amended and restated certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf of any officer,
director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.
We have obtained a policy of directors' and officers' liability insurance that insures our officers and directors against
the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our
officers and directors.

 These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

 We
believe that these provisions, the directors' and officers' liability insurance and the indemnity agreements are necessary
to attract and retain talented and experienced officers and directors.

 ITEM
11. EXECUTIVE COMPENSATION

 Executive
Officer and Director Compensation

 None
of our executive officers or directors have received any cash compensation for services rendered to us. Until the earlier of consummation
of our initial business combination and our liquidation, beginning on the closing date of our initial public offering, we had agreed
to pay an affiliate of one of our officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative
and consulting services. As of June 30, 2023, the Company and the sponsor terminated this agreement. Our executive officers and directors,
or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our
behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made to our sponsor, officers, directors or their affiliates.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,
management or other fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known,
in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.
It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will
be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will
be determined by a compensation committee constituted solely by independent directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our executive officers and directors that provide for benefits upon termination of employment.

 Compensation
Committee Interlocks and Insider Participation

 None
of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving on our board of directors.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth information regarding the beneficial ownership of our common stock as of February 23, 2024 based on information
obtained from the persons named below, with respect to the beneficial ownership of our shares of common stock, by:

 each person known by us
 to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each of our executive officers
 and directors; and

 all our executive officers
 and directors as a group.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement
warrants as these warrants are not exercisable within 60 days of the date of this Report.

 Common Stock

 Name and Address of Beneficial Owner (1)

 Number of
 Shares Beneficially
 Owned (2)

 Approximate
 Percentage of
 Outstanding
 Stock (3)

 Jack Stover (4)

 4,743,750

 78.7
 %

 Fred Knechtel (4)

 4,743,750

 78.7
 %

 Peter O'Rourke (5)

 —

 —

 Ed Johnson (5)

 —

 —

 Lauren Chung (5)

 —

 —

 All directors and executive officers as a group (5 individuals)

 4,743,750

 78.7
 %

 (1)
 Unless
otherwise noted, the business address of each of the following entities or individuals 207 West 25 th St, 9 th Floor,
New York, NY 10001.

 (2)
 Interests
shown consist solely of founder shares.

 (3)
 Based
on 6,027,219 shares of common stock outstanding.

 (4)
are held by NorthView Sponsor I, LLC, a limited liability company, of which Messrs. Stover and Knechtel are the managers. Members of
this limited liability company include certain officers and directors of the company. Messrs. Stover and Knechtel disclaim beneficial
ownership of the reported shares other than to the extent of their ultimate pecuniary interest therein.

 (5)
 Does
not include any securities held by NorthView Sponsor I, LLC, a limited liability company, of which each person is a direct or indirect
member. Each such person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 In
April 2021, our sponsor purchased 5,175,000 founder shares for an aggregate purchase price of $25,000. In October 2021, our sponsor
forfeited 862,500 founder shares. On December 20, 2021, we effected a 1.1- for-1 stock dividend of our common stock, resulting
in an aggregate of 4,743,750 founder shares (up to 618,750 of which are subject to forfeiture).

 Our
sponsor purchased an aggregate of 5,162,500 private placement warrants, each exercisable to purchase one share of common stock at $11.50
per share, at a price of $1.00 per warrant ($5,162,500 in the aggregate), in a private placement that closed simultaneously with the
closing of our initial public offering. The private placement warrants (including the shares of common stock issuable upon exercise of
the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after
the completion of our initial business combination.

 If
any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity
to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us. Our executive officers and directors currently
have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 We
entered into an Administrative Services Agreement pursuant to which we pay NorthView Sponsor I, LLC, an affiliate of one of our officers,
a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion
of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation
of our initial business combination takes the maximum 21 months, NorthView Sponsor I, LLC will be paid a total of $105,000 ($5,000 per
month) for office space, utilities, secretarial support and other administrative and consulting services and will be entitled to be reimbursed
for any out-of-pocket expenses. As of June 30, 2023, the Company and the sponsor terminated this agreement.

 Our
sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors
or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 Prior
to the closing of our initial public offering, our sponsor loaned us $204,841 to be used for a portion of the expenses of our initial
public offering. These loans were non-interest bearing, unsecured and were repaid on the closing of our initial public offering.

 In
addition, in order to finance transaction costs in connection with an intended initial business combination, our initial stockholders
or an affiliate of our initial stockholders or certain of our officers and directors may, but are not obligated to, loan us funds as
may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business
combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but
no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be, at the option of the lender,
convertible into warrants at a price of $1.00 per warrant of the post business combination entity. The warrants would be identical to
the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans, if any,
have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other
than our initial stockholders or an affiliate of our initial stockholders or certain officers and directors as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

 We
may pay consulting, finder or success fees to our initial stockholders, officers, directors or their affiliates for assisting us in consummating
our initial business combination. Other than these consulting, finder or success fees, no compensation of any kind will be paid by us
to our initial stockholders, executive officers and directors, or any of their respective affiliates, for services rendered prior to
or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on
suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our initial stockholders,
officers, directors or our or their affiliates.

 After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer
and director compensation.

 We
entered into a registration rights agreement with respect to the founder shares and private placement warrants (and underlying securities).

 Policy
for Approval of Related Party Transactions

 The
audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval
or ratification of "related party transactions." Pursuant to the policy, the audit committee will consider (i) the relevant
facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be
obtained in arm's-length dealings with an unrelated third party, (ii) the extent of the related party's interest in
the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee
believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the
effect that the transaction may have on a director's status as an independent member of the board and on his or her eligibility
to serve on the board's committees. Management will present to the audit committee each proposed related party transaction, including
all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit
committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit
any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which
he or she is the related party.

 ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.

 The
following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

 Audit Fees. During
the years ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $210,752 and
$128,750 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 consolidated financial statements
included in this Annual Report on Form 10K.

 Audit-Related
Fees. During the years ended December 31, 2023 and 2022, our independent registered public accounting firm did not render any audit-related
services to us not already covered in "Audit Fees" above.

 Tax
Fees. During the years ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services
to us for tax compliance, tax advice and tax planning.

 All
Other Fees. During the years ended December 31, 2023 and 2022, there were no fees billed for products and services provided by our
independent registered public accounting firm other than those set forth above.

 Pre-Approval
Policy

 Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference
can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.
20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.
20549, at prescribed rates or on the SEC website at www.sec.gov.

 PART
IV

 ITEM
15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS

 a.
 Documents
filed as part of this Report

 1.
 Consolidated
Financial Statements

 The
financial statements and notes thereto which are attached hereto have been included by reference into Item 8 of this part of the annual
report on Form 10-K. See the Index to Consolidated Financial Statements.

 2.
 Consolidated
Financial Statement Schedules

 All
schedules are omitted because they are inapplicable or not required or the required information is shown in the financial statements
or notes thereto.

 3.

 Exhibits

 Exhibit No.

 Description

 2.1

 Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among NorthView, NV Profusa Merger Sub, Inc. and Profusa, Inc. (incorporated by reference to exhibit 2.1 of the Current Report on Form 8-K, filed November 10, 2022)

 2.2

 Amendment
 No. 1 to Merger Agreement, dated September 12, 2023, by and among NorthView, Profusa and Merger Sub (incorporated by reference to
 Exhibit 2.2 of the Current Report on Form 8-K, filed September 13, 2023)

 2.3

 Amendment No. 2 to Merger Agreement, dated January 12, 2024, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed January 22, 2024)

 3.1

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed December 23, 2021)

 3.2

 Amendment to the Amended and Restated Certificate of Incorporation of NorthView Acquisition Corp., dated March 10, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

 3.3

 Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on December 28, 2023)

 3.4

 Bylaws (incorporated by reference to exhibit 3.3 of the Form S-1 file no 333-257156)

 4.1

 Warrant Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to exhibit 4.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

 4.2

 Rights Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to exhibit 4.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

 4.3

 Description of Registrant's Securities (incorporated by reference to exhibit 4.3 of the Annual Report on Form 10-K, filed with the
SEC on March 6, 2023)

 10.1

 Letter Agreement, dated December 20, 2021, by and among the Company, NorthView Sponsor I, LLC and each of the officers and directors of the Company (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

 10.2

 Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

 10.3

 Form of Amendment to the Investment Management Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

 10.4

 Amendment No. 1 to Investment Management Trust Agreement, dated December 20, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on January 9, 2024)

 10.5

 Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

 10.6

 Form of Indemnity Agreement (incorporated by reference to exhibit 10.7 of the Form S-1 file no. 333-257156)

 10.7

 Form of Administrative Services Agreement, by and between the Company and NorthView Sponsor I, LLC (incorporated by reference to exhibit
10.8 of the Form S-1 file no. 333-257156)

 10.8

 Business Combination Marketing Agreement dated December 20, 2021 between the Registrant and I-Bankers Securities, Inc. (incorporated by reference to exhibit 1.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

 10.9

 Form of Stockholder Support Agreement (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K, filed November 10, 2022).

 10.10

 Sponsor Support Agreement (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K, filed November 10, 2022).

 10.11

 Form of Lock-Up Agreement (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed November 10, 2022).

 10.12

 Form of Amended and Restated Registration Rights Agreement (incorporated by reference to exhibit 10.4 of the Current Report on Form 8-K, filed November 10, 2022)

 10.13

 Omnibus Amendment to I-Bankers Fee Agreements (incorporated by reference to exhibit 10.5 of the Current Report on Form 8-K, filed November 10, 2022)

 Code of Ethics (incorporated by reference to exhibit 14 of the Form S-1 file no. 333-257156)

 31.1*

 Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 Executive Incentive Clawback Policy

 101.INS

 101.SCH

 101.CAL

 Document

 101.DEF

 Document

 101.LAB

 101.PRE

 Document

in Exhibit 101).

 *
 Filed
herewith.

of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees
to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

 ITEM
16. FORM 10-K SUMMARY

 None.

 NORTHVIEW ACQUISITION CORP.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

 Consolidated Financial Statements:

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements
 F-7 to F-21

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Stockholders and Board of Directors of

 Northview Acquisition Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Northview Acquisition Corporation (the "Company") as of December 31, 2023 and 2022, the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for each of the two years in the period ended December
31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its
operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company's business plan
is dependent on the completion of a business combination, and management has determined that if the Company is unable to complete a business
combination by March 22, 2024, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory
liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. Management's
plans are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. 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 audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are 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 audits 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 audits 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 audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Marcum llp

 Marcum llp

 We have served as the Company's auditor since 2021.

 Boston, MA

February 23, 2024

 F- 2

 NORTHVIEW ACQUISITION CORPORATION

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 Assets

 Current Assets:

 Cash

 $
 4,519

 $
 193,486

 Prepaid expenses and other current assets

 6,750

 318,218

 Cash and marketable securities held in Trust Account

 1,565,078

 —

 Total Current Assets

 1,576,347

 511,704

 Cash and marketable securities held in Trust Account

 9,308,328

 194,224,782

 Total Assets

 $
 10,884,675

 $
 194,736,486

 Liabilities, Redeemable Common Stock and Stockholders' Deficit

 Current Liabilities:

 Accrued expenses

 $
 449,114

 $
 448,480

 Excise tax payable

 1,864,106

 —

 Common stock to be redeemed (1)

 1,565,078

 —

 Income tax payable

 49,061

 462,271

 Convertible promissory note

 944,118

 —

 Due to related party

 50,000

 25,000

 Total Current Liabilities

 4,921,477

 935,751

 Deferred tax liability

 13,661

 36,940

 Warrant liabilities

 156,639

 857,787

 Total Liabilities

 5,091,777

 1,830,478

 Commitments and Contingencies (Note 6)

 Common stock subject to possible redemption, 833,469 and 18,975,000 shares at redemption value of approximately $ 11.10 and $ 10.20 at December 31, 2023 and 2022, respectively

 9,252,208

 193,525,484

 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 shares issued and outstanding at December 31, 2023 and 2022 (excluding 833,469 and 18,975,000 shares subject to possible redemption at December 31, 2023 and 2022, respectively)

 Accumulated deficit

 ( 3,459,829
)

 ( 619,995
)

 Total Stockholders' Deficit

 ( 3,459,310
)

 ( 619,476
)

 Total Liabilities, Redeemable Common Stock and Stockholders' Deficit

 $
 10,884,675

 $
 194,736,486

 (1)
 In connection with the special meeting of stockholders to vote on extending the Combination Period, on December 21, 2023, 140,663 shares of the Company's common stock were redeemed at a per share price of $11.13. In January 2024, $1,565,078 was paid from the Trust Account to redeeming stockholders in connection with the extension. As a result, the Company has recorded a liability of $1,565,078 as common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the consolidated balance sheet.

 The accompanying notes are an integral part
of the consolidated financial statements

 F- 3

 NORTHVIEW ACQUISITION CORPORATION

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Year
 Ended
 2023

 For the Year
 Ended
 2022

 Operating costs

 $
 1,508,683

 $
 1,270,554

 Loss from operations

 ( 1,508,683
)

 ( 1,270,554
)

 Other income

 Interest income earned on investments held in trust account

 2,248,538

 2,579,268

 Change in fair value of convertible note

 177,697

 —

 701,148

 6,358,235

 Total other income, net

 3,127,383

 8,937,503

 Income before provision for income taxes

 1,618,700

 7,666,949

 Provision for income taxes

 ( 456,790
)

 ( 499,211
)

 Net income

 $
 1,161,910

 $
 7,167,738

 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

 4,866,356

 18,975,000

 Basic and diluted net income per share, common stock subject to possible redemption

 $
 0.12

 $
 0.30

 Basic and diluted weighted average shares outstanding, common stock

 Basic and diluted net income per share, common stock

 $
 0.12

 $
 0.30

 The accompanying notes are an integral part
of the consolidated financial statements.

 F- 4

 NORTHVIEW ACQUISITION CORPORATION

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Common stock

 Additional
 Paid

 Accumulated

 Total
 Stockholders'

 Amount

 In Capital

 Deficit

 Deficit

 Balance as of December 31, 2021

 $

 $
 —

 $
 ( 5,909,749
)

 $
 ( 5,909,230
)

 Accretion of common stock to redemption amount

 —

 —

 —

 ( 1,877,984
)

 ( 1,877,984
)

 Net income

 —

 —

 —

 7,167,738

 7,167,738

 Balance as of December 31, 2022

 $

 $
 —

 $
 ( 619,995
)

 $
 ( 619,476
)

 Common stock

 Additional
 Paid-In

 Accumulated

 Total
 Stockholders'

 Amount

 Capital

 Deficit

 Deficit

 Balance as of December 31, 2022

 $

 $
 —

 $
 ( 619,995
)

 $
 ( 619,476
)

 Accretion of common stock to redemption amount

 —

 —

 —

 ( 2,137,638
)

 ( 2,137,638
)

 Excise tax on stock redemptions

 —

 —

 —

 ( 1,864,106
)

 ( 1,864,106
)

 Net income

 —

 —

 —

 1,161,910

 1,161,910

 Balance as of December 31, 2023

 $

 $
 —

 $
 ( 3,459,829
)

 $
 ( 3,459,310
)

 The accompanying notes are an integral part
of the consolidated financial statements.

 F- 5

 NORTHVIEW ACQUISITION CORPORATION

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the

Year Ended

 2023

 For the

 Year Ended

 2022

 Cash flows from operating activities:

 Net income

 $
 1,161,910

 $
 7,167,738

 Adjustments to reconcile net income to net cash used in operating activities:

 Interest income on cash and marketable securities held in Trust Account

 ( 2,248,538
)

 ( 2,579,268
)

 Change in fair value of convertible note

 ( 177,697
)

 —

 ( 701,148
)

 ( 6,358,235
)

 Changes in operating assets and liabilities:

 Prepaid expenses and other current assets

 311,468

 322,396

 Accrued offering costs and expenses

 343,582

 Income tax payable

 ( 413,210
)

 462,271

 Deferred tax liability

 ( 23,279
)

 36,940

 Due to related party

 25,000

 23,387

 Net cash used in operating activities

 ( 2,064,860
)

 ( 581,189
)

 Cash Flows from Investing Activities:

 Payment of extension fee to trust

 ( 438,360
)

 —

 Cash withdrawn from Trust Account in connection with redemption

 184,845,836

 —

 Reimbursement of franchise tax and income tax payment from trust account

 1,192,438

 8,447

 Reimbursement by related party

 —

 25,000

 Net cash provided by investing activities

 185,599,914

 33,447

 Cash flows from financing activities:

 Proceeds from convertible promissory note

 1,121,815

 —

 Redemption of common stock

 ( 184,845,836
)

 —

 Net cash used in financing activities

 ( 183,724,021
)

 —

 Net change in cash

 ( 188,967
)

 ( 547,742
)

 Cash, beginning of the year

 193,486

 741,228

 Cash, end of the year

 $
 4,519

 $
 193,486

 Supplemental disclosure of cash flow information:

 Income Taxes Paid

 $
 912,437

 $
 —

 Accretion of common stock to redemption value

 $
 2,137,638

 $
 1,877,984

 Excise tax payable attributable to redemption of common stock

 $
 1,864,106

 $
 —

 Reclassification of common stock subject to redemption to common stock to be redeemed

 $
 1,565,078

 $
 —

 The accompanying notes are an integral part
of the consolidated financial statements.

 F- 6

 Note 1 – Description of Organization and Business Operations

 NorthView Acquisition Corporation (the "Company"
or "Northview") is a 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. 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.

 The Company has a wholly-owned subsidiary, NV
Profusa Merger Sub Inc. ("Merger Sub"), a Delaware corporation incorporated on October 13, 2022, formed solely in contemplation
of the Merger with Profusa (See Note 6). Merger Sub has not commenced any operations and has only nominal assets and no liabilities or
contingent liabilities, nor any outstanding commitments other than in connection with the Merger.

 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 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to NorthView
Sponsor I, LLC ("the Sponsor"), 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 $ 7,959,726 consisting
of $ 3,450,000 of underwriting discount, $ 3,570,576 of Representative's Shares cost, $ 259,527 of Representative's Warrants
cost and $ 679,623 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 $ 191,647,500 ($ 10.10 per Unit), excluding $ 741,228 that was wired to the Company's operating bank
account on December 31, 2021 for working capital purposes, 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 the extended period (or any additional extension from the closing of our IPO
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 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).

 F- 7

 If the Company is unable to complete an initial
Business Combination within the Combination 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 law. There will be no redemption
rights or liquidating distributions with respect to the Company's rights and warrants, which will expire worthless if the Company
fails to complete the Business Combination within the Combination Period.

 On December 21, 2023, the Company held a special
meeting of stockholders to vote on extending the Combination Period. As a result, the Company has extended the Combination Period from
December 22, 2023 to March 22, 2024. In connection with the extension, 140,663 shares of the Company's common stock were redeemed,
with 6,027,219 shares of Common Stock remaining outstanding after the Redemption; 833,469 shares of Common Stock remaining outstanding
after the Redemption are shares issued in connection with our initial public offering. In January 2024, $ 1,565,078 was paid from the Trust
Account to redeeming stockholders in connection with the extension. As a result, the Company has recorded a liability of $ 1,565,078 as
common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the balance sheet.

 All of the Public Shares, or shares of our common
stock sold as part of the IPO, contain a redemption feature which allows for the redemption of such Public Shares in connection with our
liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with
certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity
instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common
stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding
instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity was the allocated proceeds
determined in accordance with ASC 470-20. The common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument
will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance
(or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the
instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument
to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. While redemptions
cannot cause the Company's net tangible assets to fall below $ 5,000,001, the Public Shares are redeemable and will be classified
as such on the consolidated balance sheets until such date that a redemption event takes place.

 The Sponsor, officers and directors have agreed
to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial
Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares
if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating
distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination
within such time period); and (iii) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the
initial Business Combination.

 The Company's Sponsor has agreed that it
will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a
prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in
the Trust Account to below (i) $ 10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the
date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the amount of interest
which may be released to the Company to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities,
including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a
third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

 F- 8

 Liquidity and Going Concern

 As of December 31, 2023, the Company had $ 4,519 in cash and a
working capital deficit of $ 3,345,130. Prior to the completion of the Company's IPO, the Company's liquidity needs had been
satisfied through a capital contribution from the Sponsor of $ 25,000 for the founder shares to cover certain of the offering costs and
the loan under an unsecured promissory note from the Sponsor of $ 204,841, which was fully paid upon the IPO. Subsequent to the consummation
of the Initial Public Offering and Private Placement, the Company's liquidity needs have been satisfied through the proceeds from
the consummation of the Private Placement not held in the Trust Account, and the drawdowns on the convertible promissory note.

 In order to finance transaction costs in connection
with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company's
officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

 On April 27, 2023, the Company signed a Convertible
Working Capital Promissory Note ("the Note") with the Sponsor for $ 1,200,000. The Note is non-interest bearing and is due
the earlier of the consummation of a business combination or the date of liquidation. The Sponsor may elect to convert all or any portion
of the unpaid principal balance of this Note into warrants, at a price of $ 1.00 per warrant. The Company had principal outstanding of
$ 1,121,815 and is presenting the Note at fair value on its balance sheet at December 31, 2023 in the amount of $ 944,118.

 On January 10, 2024, the Company's Board of Directors approved,
and the Company amended, its Convertible Working Capital Promissory Note (the "Note") with the sponsor to increase the principal
amount of the Note that could be drawn on to $ 1.5 million. The amended and restated Note also allows for the conversion of the outstanding
principal balance of the Note to be repaid in shares of Company common stock at a price of $ 2.22 per share at the election of the sponsor.

 The Company has until as late as March 22, 2024
to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by as late as
March 22, 2024. If a Business Combination is not consummated by the required date, there will be an option to either extend the time available
for us to consummate our initial business combination or execute a mandatory liquidation and subsequent dissolution. In connection with
the Company's assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards
Board ("FASB") Accounting Standards Update ("ASU") 2014-15, "Disclosure of Uncertainties About an Entity's
Ability to Continue as a Going Concern," management has determined that mandatory liquidation, and subsequent dissolution, should
the Company be unable to complete a business combination, raises substantial doubt about the Company's ability to continue as a
going concern for the next twelve months from the issuance of these consolidated financial statements. No adjustments have been made to
the carrying amounts of assets and liabilities should the Company be required to liquidate after March 22, 2024.

 Risks and Uncertainties

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 % excise
tax on certain repurchases of stock occurring on or after January 1, 2023, by publicly traded U.S. domestic corporations, by certain U.S.
domestic subsidiaries of publicly traded foreign corporations, by "covered surrogate foreign corporations" (as defined in
the IR Act) and by certain affiliates of the foregoing. The excise tax is imposed on the repurchasing corporation itself, not its shareholders
from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at
the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair
market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been given authority
to provide regulations and other guidance to carry out, and to prevent the avoidance of the excise tax.

 Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any "PIPE"
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company's ability to complete a Business Combination.

 On March 22, 2023 and December 21, 2023, the Company's
stockholders redeemed 18,000,868 and 140,663 shares, respectively, for a total of $ 184,845,836 and $ 1,565,078, respectively. The Company
determined that an excise tax liability should be recorded due to the redeemed shares. As of December 31, 2023, the Company has a charge
to stockholders' deficit of $ 1,864,106 of excise tax liability calculated as 1 % of the value of shares redeemed.

 F- 9

 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

 The accompanying consolidated financial statements
are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant
to the rules and regulations of the SEC.

 Principles of Consolidation

 The accompanying consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been
eliminated in consolidation.

 Emerging Growth Company Status

 The Company is an "emerging growth company,"
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved.

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company's consolidated financial statements with another public company, which is neither an emerging growth company nor
an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.

 Use of Estimates

 The preparation of these consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.

 Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. Some of the more significant estimates are in connection with determining
the fair value of the warrant liabilities and convertible promissory note. Accordingly, the actual results could differ significantly
from those estimates.

 Concentration of Credit Risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $ 250,000. The Company has not experienced losses on this account.

 F- 10

 Cash and Cash Equivalents

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of December 31, 2023 and 2022.

 Cash and Marketable Securities Held in Trust
Account

 At December 31, 2023 and 2022, the assets held
in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds
which invest in U.S. Treasury securities.

 During the year ended December 31, 2023, pursuant
to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company ("CST"),
the trustee of the Trust Account, $ 1,192,438 of interest income from the Trust Account was withdrawn by the Company for the payment of
franchise and income taxes.

 At December 31, 2022, the Company classified its
US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 "Investments - Debt and Equity Securities." Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities
are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

 A decline in the market value of held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities'
fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment
is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery
and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered
in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent
to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the
investee operates.

 Premiums and discounts are amortized or accreted
over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization
and accretion are included in the "interest income" line item in the consolidated statements of operations. Interest income
is recognized when earned.

 The carrying value, excluding gross unrealized
holding (gain) loss, and fair value of held to maturity securities as of December 31, 2022 are as follows:

 Carrying
 Value as of
 2022

 Gross
 Unrealized
 Gains

 Gross
 Unrealized
 Losses

 Fair Value
 as of
 2022

 Cash

 $
 1,034

 $
 —

 $
 —

 $
 1,034

 U.S. Treasury Bills

 194,223,748

 43,626

 —

 194,267,374

 $
 194,224,782

 $
 43,626

 $
 —

 $
 194,268,408

 Effective January 1, 2023, the Company changed
its accounting policy for the investments in trust to the fair value method.

 F- 11

 At December 31, 2023, substantially all of the
assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company's investments held in the Trust Account are
classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each
reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying
statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 Fair Value
 as of
 2023

 Cash

 $
 1,406

 U.S. Treasury Bills

 10,872,000

 $
 10,873,406

 On December 21, 2023, the Company held a special
meeting of stockholders to vote on extending the Combination Period. As a result, the Company has extended the Combination Period from
December 22, 2023 to March 22, 2024. In connection with the extension, 140,663 shares of the Company's common stock were redeemed,
with 6,027,219 shares of Common Stock remaining outstanding after the Redemption; 833,469 shares of Common Stock remaining outstanding
after the Redemption are shares issued in connection with our initial public offering. In January 2024, $ 1,565,078 was paid from the Trust
Account to redeeming stockholders in connection with the extension. As a result, the Company has recorded a liability of $ 1,565,078 as
common stock to be redeemed and reduced common stock subject to possible redemption as of December 31, 2023 on the balance sheet. Additionally,
as part of the adjustment of common stock subject to possible redemption, the Company classified $ 1,565,078 of the trust account as a
current asset on the consolidated balance sheets, which was paid from the Trust Account in January 2024 to redeeming stockholders.

 Fair Value of Financial Instruments

 The fair value of the Company's assets and
liabilities approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term
nature, except for the warrant liabilities and convertible promissory note.

 Income Taxes

 The Company accounts for income taxes under ASC 740, "Income Taxes." ASC 740, Income Taxes, requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of
assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized. As of December 31, 2023 and 2022, the Company's deferred tax asset had a full valuation allowance recorded against
it. Our effective tax rate was 28.22 % and 6.5 % for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs
from the statutory tax rate of 21 % for the years ended December 31, 2023 and 2022, due to changes in fair value of warrant liabilities,
penalties and interest, business combination expenses and the valuation allowance on the deferred tax assets.

 ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 The Company recognizes interest and penalties
related to unrecognized tax benefits as a formation cost expense. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position. Interest and penalties expense amounted to $ 19,158 and
$ 0 during the years ended December 31, 2023 and 2022, respectively.

 The Company has identified the United States as
its only "major" tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.

 F- 12

 Derivative Financial Instruments

 The Company evaluates its financial instruments,
such as warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, "Derivatives and Hedging". Derivative instruments are initially recorded at fair value on the grant date
and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative
assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement
or conversion of the instrument could be required within 12 months of the balance sheet date.

 Convertible Promissory Note

 The fair value of the Company's convertible
promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract. The valuation
technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's
own assumption about the assumptions a market participant would use in pricing the working capital loan.

 Warrant Liabilities

 The Company accounts for the 17,404,250 warrants
issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private Placement Warrants, and the 569,250 Representative
Warrants inclusive of the underwriters' over-allotment option) in accordance with the guidance contained in ASC 815-40. Such
guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as
a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at
each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair
value recognized in the Company's consolidated statements of operations (See Note 8).

 In determining the fair value of the Private Placement Warrants and
the Representative's Warrants assumptions related to expected share-price volatility, expected life and risk-free interest rate
are utilized. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining
life of the warrants.

 Net Income Per Common Stock

 The Company has two categories of shares, which
are referred to as common stock subject to possible redemption and common stock. Earnings and losses are shared pro rata between the two
categories of shares. The 17,404,250 potential shares of common stock for outstanding warrants to purchase the Company's
shares were excluded from diluted earnings per share for the years ended December 31, 2023 and 2022 because the warrants are contingently
exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of common stock is the same as basic
net income per share of common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator
used to compute basic and diluted net income per share for each category of common stock:

 For the Year Ended
 December 31, 2023

 For the Year Ended
 December 31, 2022

 stock
 subject to
 possible
 redemption

 stock

 stock
 subject to
 possible
 redemption

 stock

 Basic and diluted net income per share:

 Numerator:

 Allocation of net income

 $
 562,049

 $
 599,861

 $
 5,627,425

 $
 1,540,313

 Denominator:

 Weighted-average shares outstanding

 4,866,356

 18,975,000

 Basic and diluted net income per share

 $
 0.12

 $
 0.12

 $
 0.30

 $
 0.30

 F- 13

 Common Stock Subject to Possible Redemption

 The Company's common stock sold as part
of the Units in the IPO ("public common stock") contain a redemption feature which allows for the redemption of such public
shares in connection with the Company's liquidation, or if there is a stockholder vote or tender offer in connection with the Company's
initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public common stock outside of permanent equity
as the redemption provisions are not solely within the control of the Company. The public common stock was issued with other freestanding
instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was
the allocated proceeds determined in accordance with ASC 470-20.

 As of December 31, 2023 and 2022, the amount of
public common stock reflected on the consolidated balance sheets is reconciled in the following table:

 Gross proceeds

 $
 189,750,000

 Less:

 Proceeds allocated to Public Warrants

 ( 4,204,248
)

 Common stock issuance costs

 ( 7,701,178
)

 Plus:

 Accretion of redeemable common stock

 15,680,910

 Contingently redeemable common stock, December 31, 2022

 193,525,484

 Less:

 Partial redemption

 ( 186,410,914
)

 Plus:

 Accretion of redeemable common stock

 2,137,638

 Contingently redeemable common stock, December 31, 2023

 $
 9,252,208

 Recently
Issued Accounting Standards

 In
June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13 – Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). This update requires financial assets
measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses
is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard
including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15,
2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023.
The adoption of ASU 2016-13 did not have a material impact on its financial statements.

 In December 2023, the FASB issued ASU No. 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which will require the Company to disclose
specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet
a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state
and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for
Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

 Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company's consolidated financial statements.

 Note
3 – Initial Public Offering

 Public
Units

 On
December 22, 2021, the Company sold 18,975,000 Units, (which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment
option) at a purchase price of $ 10.00 per Unit. Each unit that the Company is offering has a price of $ 10.00 and consists of one share
of common stock, one right, and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10)
of one share of common stock upon the consummation of an initial business combination. Each whole warrant entitles the holder thereof
to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment as described herein.

 F- 14

 Public

 Each
whole warrant entitles the holder to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment as
discussed herein. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for
capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price
of less than $ 9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the
board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account
any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance (the "Newly Issued Price")),
(y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon,
available for funding the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of
the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business
Combination (such price, the "Market Value") is below $ 9.20 per share, the exercise price shall be adjusted (to the
nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption
trigger price described in the section "Redemption of warrants" will be adjusted (to the nearest cent) to be equal to 180 %
of the higher of the Market Value and the Newly Issued Price.

 The
warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its
initial Business Combination and will expire five years after the completion of the Company's initial Business Combination, at
5:00 p.m., New York City time, or earlier upon redemption or liquidation.

 The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business
Combination, the Company will use its reasonable best efforts to file, and within 60 business days after the closing of the initial Business
Combination, to have declared effective, a registration statement relating to those shares of common stock, and to maintain a current
prospectus relating to such shares of common stock until the warrants expire or are redeemed. Notwithstanding the foregoing, if a registration
statement covering the shares of common stock issuable upon exercise of the warrants is not effective within the above specified period
following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants
on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities
Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to
exercise their warrants on a cashless basis.

 Redemption
of Warrants

 Once
the warrants become exercisable, the Company may redeem the outstanding warrants:

 in whole and
 not in part;

 at a price of $ 0.01 per warrant;

 upon a minimum of 30 days' prior written notice of redemption (the "30-day redemption period");

 if, and only if, the last sale price of the common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

 If
the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to
exercise warrants to do so on a "cashless basis." In determining whether to require all holders to exercise their warrants
on a "cashless basis," management will consider, among other factors, the Company's cash position, the number of warrants
that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of common stock issuable upon
the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of
shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined
below) by (y) the fair market value. The "fair market value" shall mean the average reported last sale price of the
common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
holders of warrants.

 Note
4 – Private Placement

 The
Company's Sponsor, I-Bankers and Dawson James have purchased an aggregate of 7,347,500 Private Placement Warrants (which included
 697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option) at a price of $ 1.00 per warrant
($ 7,347,500 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Of such amount, 5,162,500
Private Placement Warrants were purchased by the Sponsor and 2,185,000 Private Placement Warrants were purchased by I-Bankers and Dawson
James.

 The
Private Placement Warrants are identical to the warrants included in the units sold in the IPO, except that the Private Placement Warrants:
(i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are
held by the initial purchasers or any of their permitted transferees. If the Private Placement Warrants are held by holders other than
the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable
by the holders on the same basis as the warrants included in the Units being sold in the IPO.

 F- 15

 Note
5 – Related Party Transactions

 Founder

 In
April 2021, the Sponsor paid $ 25,000, or approximately $ 0.005 per share, to cover certain of the offering costs in exchange for an aggregate
of 5,175,000 shares of common stock, par value $ 0.0001 per share (the "Founder Shares"). In October 2021, the Sponsor irrevocably
surrendered to the Company for cancellation and for no consideration 862,500 shares of common stock. On December 20, 2021, the Company
effected a 1.1- for-1 stock dividend of its common stock, resulting in the Sponsor holding an aggregate of 4,743,750 shares of common
stock. The Founder Shares include an aggregate of up to 618,750 shares subject to forfeiture if the over-allotment option is not exercised
by the underwriters in full. On December 22, 2021, the over-allotment option was fully exercised and such shares are no longer subject
to forfeiture.

 The
Sponsor has agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the
completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or
other similar transaction after the initial Business Combination that results in all of the Company's public stockholders having
the right to exchange their shares of common stock for cash, securities or other property (the "Lock-up"). Notwithstanding
the foregoing, if the last sale price of the Company's common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the initial Business Combination, the Founder Shares will be released from the Lock-up.

 Convertible
Promissory Note – Related Party

 On
April 27, 2023, the Company signed a Convertible Working Capital Promissory Note ("the Note") with the Sponsor for $ 1,200,000.
The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The
Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $ 1.00 per warrant.
As of December 31, 2023, the Company had principal outstanding of $ 1,121,815 and is presenting the Note at fair value on its balance
sheet at December 31, 2023 in the amount of $ 944,118.

 On January 10, 2024, the Company's Board
of Directors approved, and the Company amended, its Convertible Working Capital Promissory Note (the "Note") with the sponsor
to increase the principal amount of the Note that could be drawn on to $ 1.5 million. The amended and restated Note also allows for
the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $ 2.22 per
share at the election of the sponsor.

 Promissory
Note – Related Party

 On
April 19, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate
principal amount of $ 150,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and was
to be due at the earlier of December 31, 2021 or the closing of the IPO. On November 5, 2021, the Company amended the promissory note
to increase the principal amount up to $ 200,000 with a due date at the earlier of April 30, 2022 or the closing of the IPO.

 Through
the IPO, the Company borrowed $ 200,000 under the promissory note and an additional $ 4,841 was advanced from the Sponsor. These amounts
were repaid in full upon the closing of the IPO out of the offering proceeds that had been allocated to the payment of offering expenses
(other than underwriting commissions). The Company paid $ 25,000 in excess which was owed back to the Company upon the closing of the
IPO and was returned by the Sponsor on June 15, 2022.

 Related
Party Loans

 In
order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders or an affiliate
of the initial stockholders or certain of the Company's officers and directors may, but are not obligated to, loan the Company
funds as may be required (the "Working Capital Loans"). If the Company completes the initial Business Combination, the Company
would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid
only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may
use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account
would be used to repay such loaned amounts. Up to $ 1,500,000 of such loans may be convertible, at the option of the lender, into warrants
at a price of $ 1.00 per warrant of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants,
including as to exercise price, exercisability and exercise period. At December 31, 2023 and 2022, the Company had no borrowings under
the Working Capital Loans, other than the Note described in "Note 5 – Related Party Transactions – Convertible Promissory
Note – Related Party".

 Administrative
Service Fee

 Commencing on the effective date of the IPO, the Company began paying
its Sponsor a total of $ 5,000 per month for office space, utilities, secretarial support and other administrative and consulting
services. As of June 30, 2023, the Company and the Sponsor terminated this agreement. For the year ended December 31, 2023, $ 30,000 had
been incurred and billed relating to the administrative service fee. For the year ended December 31, 2022, $ 63,387 had been incurred and
billed relating to the administrative service fee. As of December 31, 2023 and 2022, $ 50,000 and $ 25,000, respectively, relating to the
administrative service fee was not paid and recorded as due to related party.

 Note
6 – Commitments and Contingencies

 Registration
Rights

 The
holders of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans
(and any underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on the closing
date of the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up
to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However,
the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act
to become effective until termination of the applicable Lock-up period described in Note 5. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.

 F- 16

 Underwriters
Agreement

 The
underwriters had a 30-day option from the date of IPO to purchase up to an additional 2,475,000 units to cover over-allotments,
if any. On December 22, 2021, the over-allotment was fully exercised.

 The
underwriters received a cash underwriting discount of approximately 1.82 % of the gross proceeds of the IPO, or $ 3,450,000.

 Business
Combination Marketing Agreement

 Under
a Business Combination marketing agreement, the Company engaged I-Bankers and Dawson James as advisors in connection with the Business
Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target
business's attributes, introduce the Company to potential investors that are interested in purchasing the Company's securities
in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination
and assist the Company with its press releases and public filings in connection with the Business Combination. The Company was obligated
to pay I-Bankers and Dawson James a cash fee for such marketing services upon the consummation of the initial Business Combination in
an amount of 3.68 % of the gross proceeds of the IPO, or $ 6,986,250. The agreement was amended on November 7, 2022 and calls for
the 3.68 % business combination fee to be paid as (a) 27.5 % cash and (b) 72.5 % to be rolled into equity at closing.

 Representative's

 On
December 22, 2021, the Company issued 450,000 shares (Representative Shares) of common stock (which included 37,500 Representative
Shares issued pursuant to the full exercise of the over-allotment option) at the consummation of the IPO to I-Bankers and Dawson
James (and/or their designees). I-Bankers and Dawson James (and/or their designees) have agreed not to transfer, assign or sell
any such shares until the completion of the initial Business Combination. In addition, I-Bankers and Dawson James (and/or their
designees) have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the
initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to
such shares if the Company fails to complete its initial Business Combination within the Combination Period. The fair value of the Representative's
Shares issued are recognized as offering costs directly attributable to the issuance of an equity contract to be classified in equity
and are recorded as a reduction of equity (see Note 1). The fair value of the Representative's Shares of $ 3,570,576 was
determined utilizing a Monte Carlo simulation with the following inputs at December 22, 2021:

 December 22,
 2021

 Input

 Risk-free interest rate

 0.76
 %

 Expected term (years)

 2.27

 Expected volatility

 11.4
 %

 Stock price

 $
 10.00

 Fair value of Representative's Shares

 $
 7.93

 Representative's

 The
Company granted to I-Bankers and Dawson James (and/or their designees) 569,250 warrants (which included 74,250 warrants
issued pursuant to the full exercise of the over-allotment option) exercisable at $ 11.50 per share (or an aggregate exercise price
of $ 6,546,375) at the closing of the IPO. The Representative Warrants issued are recognized as derivative liabilities in accordance with
ASC 815-40 and recorded as liabilities at fair value each reporting period (see Notes 1 and 8). The warrants may be exercised for cash
or on a cashless basis, at the holder's option, at any time during the period commencing on the later of the first anniversary
of the effective date of the registration statement of which the IPO forms a part and the closing of the initial Business Combination
and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, I-Bankers and Dawson
James have agreed that neither they nor their designees will be permitted to exercise the warrants after the five year anniversary
of the effective date of the registration statement of which the IPO forms a part. The warrants and such shares purchased pursuant to
the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the date of the effectiveness of the registration statement of which the IPO forms a part pursuant to FINRA Rule 5110I(1).
Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the
effective date of the registration statement of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated
for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part except
to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The warrants grant to
holders demand and "piggy back" rights for periods of five and seven years, respectively, from the effective date of the
registration statement of which the IPO forms a part with respect to the registration under the Securities Act of the shares issuable
upon exercise of the warrants. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting
commissions, which will be paid for by the holders themselves. The exercise price and number of shares issuable upon exercise of the
warrants may be adjusted in certain circumstances including in the event of a share dividend, or the Company's recapitalization,
reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares at a price below its exercise
price. The Company will have no obligation to net cash settle the exercise of the warrants. The holder of the warrants will not be entitled
to exercise the warrants for cash unless a registration statement covering the securities underlying the warrants is effective or an
exemption from registration is available.

 F- 17

 Merger
Agreement

 On
November 7, 2022, NorthView entered into a Merger Agreement and Plan of Reorganization (the "Merger Agreement"), by and among
Merger Sub., and Profusa, Inc., a California corporation ("Profusa"). The Merger Agreement provides that, among other things,
at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Profusa (the "Merger"),
with Profusa surviving as a wholly-owned subsidiary of NorthView. In connection with the Merger, NorthView will change its name to "Profusa,
Inc."

 The
Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition of
$ 15,000,000, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa. There
is no assurance that the Business Combination will be completed.

 The
aggregate consideration to be received by the Profusa stockholders is based on a pre-transaction equity value of $ 155,000,000. The exchange
ratio will be equal to (a) $ 155,000,000, divided by an assumed value of NorthView Common Stock of $ 10.00 per share. Subject to certain
future revenue and stock-price based milestones, Profusa stockholders will have the right to receive an aggregate of up to an additional
 3,875,000 shares of NorthView Common Stock.

 On
September 12, 2023, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the "Amendment")
pursuant to which the parties agreed to revise the revenue earnout milestones to reflect updated projections provided by Profusa. Specifically,
Amendment No. 1 revised the definition of "Milestone Event III" and "Milestone Event IV" such that one-quarter
of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $ 11,864,000 for the
fiscal year ended December 31, 2024, and one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined company
achieves Earnout Revenue of $ 99,702,000 for the fiscal year ended December 31, 2025. Amendment No. 1 also clarified the exercise price
of certain of the Company's Warrants.

 On September 14, 2023 and September 29, 2023, the Company paid Profusa related expenses in the amount of $ 25,000, respectively, for a
total of $ 50,000. The Profusa related expenses will not be repaid and are reflected in operating costs in the Company's consolidated
statement of operations.

 Note
7 – Stockholders' Deficit

 Preferred
stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 and
with such designations, rights and preferences as may be determined from time to time by the Company's board of directors. As
of December 31, 2023 and 2022, there was no preferred stock issued or outstanding.

Stock — The Company is authorized to issue a total of 100,000,000 shares of common stock at par value of
$ 0.0001 each. In April 2021, the Company issued 5,175,000 shares of common stock to its Sponsor for $ 25,000, or approximately
$ 0.005 per share. In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares
of common stock. On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock, resulting
in an aggregate of 4,743,750 Founder Shares issued and outstanding. On December 22, 2021, the Company has also issued 450,000 shares
(Representative's Shares) of common stock (which included 37,500 Representative Shares issued pursuant to the full exercise
of the over-allotment option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees). As of
December 31, 2023 and 2022, there were 5,193,750 shares of common stock issued and outstanding, excluding 833,469 and 18,975,000
shares of common stock subject to redemption, respectively.

stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified in
the Company's amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL
or applicable stock exchange rules, the affirmative vote of a majority of the Company's common stock that are voted is required
to approve any such matter voted on by the stockholders. There is no cumulative voting with respect to the election of directors, with
the result that the holders of more than 50 % of the shares voted for the election of directors can elect all of the directors (prior
to consummation of the initial Business Combination). The Company's stockholders are entitled to receive ratable dividends when,
as and if declared by the board of directors out of funds legally available therefor.

 Note
8 – Fair Value Measurements

 Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company's financial
instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

 Level 1, defined
 as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level 2, defined
 as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for
 similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined
 as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such
 as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 F- 18

 The
following tables present information about the Company's assets and liabilities that are measured at fair value on December 31,
2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

2023

 Quoted

 Prices In

 Active

 Markets

 (Level 1)

 Significant

 Other

 Observable

 Inputs

 (Level 2)

 Significant

 Other

 Unobservable

 Inputs

(Level 3)

 Assets:

 Cash and marketable securities held in trust

 $
 10,873,406

 $
 10,873,406

 $
 —

 $
 —

 Liabilities:

 Warrant liabilities – Public Warrants

 $
 85,388

 $
 85,388

 $
 —

 $
 —

 Warrant liabilities – Private Placement Warrants

 66,128

 —

 —

 66,128

 Warrant liabilities – Representative's Warrants

 5,123

 —

 —

 5,123

 Convertible promissory note

 944,118

 —

 —

 944,118

 Total

 $
 1,100,757

 $
 85,388

 $
 —

 $
 1,015,369

2022

 Quoted

 Prices In

 Active

 Markets

 (Level 1)

 Significant

 Other

 Observable

 Inputs

 (Level 2)

 Significant

 Other

 Unobservable

 Inputs

 (Level 3)

 Liabilities:

 Warrant liabilities – Public Warrants

 $
 450,656

 $
 450,656

 $
 —

 $
 —

 Warrant liabilities – Private Placement Warrants

 377,857

 —

 —

 377,857

 Warrant liabilities – Representative's Warrants

 29,274

 —

 —

 29,274

 Total

 $
 857,787

 $
 450,656

 $
 —

 $
 407,131

 The
Company did not have any assets in the Trust Account measured at fair value as of December 31, 2022.

 The
Public Warrants, the Private Placement Warrants and the Representative's Warrants were accounted for as liabilities in accordance
with ASC 815-40 and are presented within liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair
value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities
in the consolidated statements of operations.

 The
Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public
Warrants at December 31, 2023 and 2022 was classified as Level 1 due to the use of an observable market quote in an active market. As
of December 31, 2023 and 2022, the aggregate value of Public Warrants was $ 85,388 and $ 450,656, respectively.

 The
Company uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative's Warrants. The Company
allocated the proceeds received from (i) the sale of Units (which is inclusive of one shares of Common Stock and one-half of one Public
Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement,
with the remaining proceeds allocated to Common Stock subject to possible redemption (temporary equity) based on their relative fair
values at the initial measurement date. The Private Placement Warrants and the Representative's Warrants were classified within
Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions
related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common
stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on
the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The
expected life of the warrants is assumed to be equivalent to their remaining contractual term.

 The
key inputs into the Monte Carlo simulation model for the warrant liabilities and convertible promissory note were as follows at December
31, 2023 and 2022:

 2023

2022

 Input

 Risk-free interest rate

 5.06
 %

 4.74
 %

 Expected term (years)

 0.71

 0.90

 Expected volatility

 De minimis
 %

 7.7
 %

 Exercise price

 $
 11.50

 $
 11.50

 Fair value of Common stock

 $
 11.16

 $
 10.13

 F- 19

 The
following table provides a summary of the changes in the fair value of the Company's Level 3 financial instruments that are measured
at fair value on a recurring basis for the years ended December 31, 2023 and 2022:

 Private
 Placement

 Public

 Representative's

 Warrant
 Liability

 Fair value at December 31, 2022

 $
 377,857

 $
 —

 $
 29,274

 $
 407,131

 ( 311,729
)

 —

 ( 24,151
)

 ( 335,880
)

 Fair value at December 31, 2023

 $
 66,128

 $
 —

 $
 5,123

 $
 71,251

 Convertible

 Promissory Note

 Fair value at December 31, 2022

 $
 —

 Principal borrowing

 1,121,815

 Change in fair value of convertible promissory note

 ( 177,697
)

 Fair value at December 31, 2023

 $
 944,118

 Private
 Placement

 Public

 Representative's

 Warrant
 Liability

 Fair value at December 31, 2021

 $
 3,086,701

 $
 3,890,177

 $
 239,144

 $
 7,216,022

 ( 2,708,844
)

 ( 2,088,501
)

 ( 209,870
)

 ( 5,007,215
)

 Transfer out of Level 3 to Level 1

 —

 ( 1,801,676
)

 —

 ( 1,801,676
)

 Fair value at December 31, 2022

 $
 377,857

 $
 —

 $
 29,274

 $
 407,131

 Transfers
to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There was a transfer out of Level 3 to Level 1
for the fair value of the Public Warrants when they began to trade separately from the Units during the three months ended March 31,
2022.

 The
fair value of the Company's working capital loan is valued using a compound option formula on the convertible feature and a present
value of the host contract. The valuation technique requires inputs that are both unobservable and significant to the overall fair value
measurement. These inputs reflect management's own assumption about the assumptions a market participant would use in pricing the
working capital loan.

 Note
9 – Income Taxes

 The
Company's net deferred tax assets are as follows:

 2023

 2022

 Deferred tax asset/(liability)

 Organizational costs/Startup expenses

 $
 436,196

 $
 232,484

 Unrealized gain/loss - Trust

 ( 13,661
)

 ( 36,940
)

 Net deferred tax asset

 422,535

 195,544

 Valuation allowance

 ( 436,196
)

 ( 232,484
)

 Deferred tax (liability), net of allowance

 $
 ( 13,661
)

 $
 ( 36,940
)

 The
income tax provision consists of the following:

 For the Year
 Ended
 2023

 For the Year
 Ended
 2022

 Federal

 Current

 $
 480,069

 $
 462,271

 Deferred

 ( 226,991
)

 ( 187,441
)

 State

 Change in valuation allowance

 203,712

 224,381

 Income tax provision

 $
 456,790

 $
 499,211

 F- 20

 As
of December 31, 2023 and 2022, the Company had $ 0 in U.S. federal net operating loss carryovers available to offset future taxable income.

 In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all of the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the
years ended December 31, 2023 and 2022, the change in the valuation allowance was $ 203,712 and $ 224,381.

 A
reconciliation of the federal income tax rate to the Company's effective tax rate is as follows:

 2023

 2022

 Statutory federal income tax rate

 21.0
 %

 21.0
 %

 - 11.4

 - 17.4

 Business combination expenses

 5.8

 -

 Penalties and interest

 0.2

 -

 Change in valuation allowance

 12.6

 2.9

 Income tax provision

 28.2
 %

 6.5
 %

 The
Company files income tax returns in the U.S. federal, New York and New York City jurisdictions and is subject to examination by the various
taxing authorities since inception.

 Note
10 – Subsequent Events

 On
January 2, 2024, the Company and Continental Stock Transfer & Trust Company ("CST") entered into Amendment No. 1 to Investment
Management Trust Agreement, dated December 20, 2021, by and between the Company and CST, to allow CST, upon written instruction of the
Company, to (i) hold the funds in the Company's trust account uninvested or (ii) hold the funds in an interest-bearing bank demand
deposit account.

 On January 10, 2024, the Company's Board
of Directors approved, and the Company amended, its Convertible Working Capital Promissory Note (the "Note") with the sponsor
to increase the principal amount of the Note that could be drawn on to $ 1.5 million. The amended and restated Note also allows for
the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $ 2.22 per
share at the election of the sponsor.

 On January 11, 2024, we received a written notice
(the "Notice") from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance with Nasdaq Listing
Rule 5620(a) (the "Annual Stockholders Meeting Rule") due to our failure to hold an annual meeting of stockholders within
twelve months of the end of our fiscal year end. The Notice is only a notification of deficiency, not of imminent delisting, and has no
current effect on the listing or trading of our securities on the Nasdaq Stock Market. The Notice stated that we had 45 calendar days,
or until February 26, 2024, to submit a plan to regain compliance with the Annual Stockholders Meeting Rule. We expect to submit to Nasdaq
a plan to regain compliance with the Annual Stockholders Meeting Rule within the required timeframe, but there can be no assurance that
we will be able to do so.

 On January 12, 2024, the parties
to the Merger Agreement entered into an Amendment No. 2 to the Merger Agreement ("Amendment No. 2 to the Merger Agreement")
pursuant to which the parties agreed to revise the definition of "Milestone Event III" and such that the Earnout Revenue milestone
of $ 11,864,000 for the fiscal year ended December 31, 2024, was replaced with a milestone of consummating the Tasly JV (as defined in
the amended Merger Agreement) and receipt of the related funding (as described elsewhere in this proxy statement/prospectus) during the
fiscal year ended December 31, 2024. All other aspects of the Merger Agreement were unmodified.

 On February 16, 2024, the Company's Board
of Directors approve and authorized the Company to execute a binding term sheet between the Company and Profusa, Inc. (the "Target")
for PIPE funding with Vellar Opportunities Fund Master, Ltd. ("Vellar"). Vellar has agreed to subscribe for 2,500,000 shares
of common and/or preferred stock of the Target upon the closing of the Business Combination at a price of $ 2.00 per share, for a total
amount of $ 5,000,000 to be funded by Vellar immediately prior to the Business Combination.

 F- 21

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 NORTHVIEW ACQUISITION CORP.

 By:

 /s/ Jack Stover

 Jack Stover

 Chief Executive Officer

 Date:
February 23, 2024

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Jack Stover

 Chief
 Executive Officer and Director

 Jack
 Stover

 (Principal
 Executive Officer)

 /s/
 Fred Knechtel

 Chief
 Financial Officer, Executive Vice

 Fred
 Knechtel

 President,

 (Principal
 Financial and Accounting Officer)

 /s/
 Peter O'Rourke

 Peter
 O'Rourke

 Ed
 Johnson

 /s/
 Lauren Chung

 Lauren
 Chung

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