Profusa, Inc. — Regulatory Filings 2021

Dec 14, 2021

S-1/A 1 ea152300-s1a3_northviewacq.htm AMENDMENT NO. 3 TO FORM S-1

As filed with the Securities and Exchange Commission on December 14, 2021

Registration No. 333-257156

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NORTHVIEW ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	6770	86-3437271
(State
or other jurisdiction of incorporation or organization)	(Primary
Standard Industrial Classification Code Number)	(I.R.S.
Employer Identification Number)

207 West 25 th St, 9 th Floor New York, NY 10001 (212) 494-9022

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jack E. Stover

Chief Executive Officer

207 West 25 th St, 9 th Floor New York, NY 10001 (212) 494-9022

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Ralph V. De Martino, Esq. Cavas Pavri, Esq. Schiff Hardin LLP 901 K Street NW Suite 700 Washington, DC 20001 Telephone: (202) 778-6400 Facsimile: (202) 778-6460 Barry Grossman, Esq. Benjamin Reichel, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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.

| Large
accelerated filer | ☐ | Accelerated
filer | ☐ |
| --- | --- | --- | --- |
| Non-accelerated
filer | ☒ | Smaller
reporting company | ☒ |
| | | Emerging
growth company | ☒ |

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

NorthView Acquisition Corporation is filing this Amendment No. 3 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-257156) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. The following list of exhibits is being filed herewith:

EXHIBIT INDEX

Exhibit No.	Description
1.1	Form
of Underwriting Agreement.*
1.2	Form
of Business Combination Marketing Agreement between the Registrant, I-Bankers Securities, Inc. and Dawson James Securities, Inc.**
3.1	Certificate
of Incorporation.**
3.2	Form
of Amended and Restated Certificate of Incorporation.**
3.3	Bylaws.**
4.1	Specimen
Unit Certificate. **
4.2	Specimen
Common Stock Certificate. **
4.3	Specimen
Warrant Certificate.**
4.4	Specimen
Rights Certificate. **
4.5	Form
of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. **
4.6	Form
of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. **
5.1	Opinion
of Schiff Hardin LLP. **
10.1	Amended and Restated Promissory Note issued by the Registrant to Sponsor.*
10.2	Form
of Letter Agreement among the Registrant, Sponsor and each officer and director of the Registrant. **
10.3	Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. **
10.4	Form
of Registration Rights Agreement among the Registrant and certain security holders. **
10.5	Form
of Founder Stock Subscription Agreement.**
10.6	Form
of Private Placement Warrants Purchase Agreement between the Registrant and the parties thereto. **
10.7	Form
of Indemnity Agreement. **
10.8	Form
of Administrative Services Agreement. **
14	Form
of Code of Ethics.**
23.1	Consent
of Marcum LLP. **
23.2	Consent
of Schiff Hardin LLP (to be included on Exhibit 5.1). **
99.1	Form
of Audit Committee Charter.**
99.2	Form
of Compensation Committee Charter.**
99.3	Form
of Nominating and Corporate Governance Committee Charter.**
99.4	Consent
of Ed Johnson**
99.5	Consent
of Lauren Chung**
99.6	Consent
of Peter O’Rourke**

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| * | Filed
herewith. |
| --- | --- |
| ** | Previously
Filed. |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 14th day of December, 2021.

NORTHVIEW ACQUISITION CORPORATION
By:	/s/
Jack Stover
Name:	Jack
Stover
Title:	Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/
Jack Stover	Director &
Chief Executive Officer	December 14 ,
2021
Jack
Stover	(Principal
Executive Officer)
/s/
Fred Knechtel	Director &
Chief Financial Officer	December 14 ,
2021
Fred
Knechtel	(Principal
Financial and Accounting Officer)

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