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. 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.
能夠延長完成業務合併的時間
We initially had until 15 months from the closing of our initial public offering to
consummate our initial business combination. However, 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, by causing $0.05 for each public share remaining outstanding, to be contributed into the Trust
Account for each of the nine subsequent calendar months commencing on March 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.
