NorthView Acquisition Corporation (NVAC) to acquire Profusa, Inc (private) in a transaction valuing the combined company at an enterprise value of $238 million ($416 million of equity value).
Profusa shareholders will receive $155 million of equity consideration at $10.00/share.
3,875,000 earnout shares to Profusa shareholders, 1,937,500 shares at @ $12.5 and $14.5/share and 1,937,500 shares after certain performance milestones.
Sponsor agreed to forfeit up to 1,040,000 shares in connection with any funding required to satisfy minimum cash condition.
27.5% of deferred underwriting fee will be paid in cash and the remaining shall be discharged in the form of either 506,503 shares (at $10.0/share) or warrants to receive 506,503 shares.
Minimum net cash condition of $15.0 million.
No termination fee or expense reimbursement.
The business combination transaction is targeted to close in the first quarter of 2023.
SPAC Details:
Unit Structure: 1 share of common stock + 0.5 redeemable warrant + 1 Right
#Cash in Trust: $193,016,803 (101.7% of Public Issue)
Public Shares outstanding: 18,975,000 shares
Private Shares Outstanding: 4,743,750 shares
Reported Trust Value/ Share: $10.17
Liquidation Date: March 22, 2023
Outside Liquidation Date: September 22, 2023
Name of Target: Profusa, Inc
Description of Target: Profusa is based in Emeryville, CA and is a digital health company that is pioneering the next generation of personalized medicine via the development of novel tissue-integrated biosensors. Profusa’s technology addresses the human body’s response to the presence of foreign material, enabling long-term monitoring of various biochemical parameters in real-time, with months of functionality, at a fraction of the cost of current solutions. Profusa’s novel approach, that has been in development for approximately nine years, is intended to be the foundational platform of bioengineered sensors supporting real time biochemical monitoring, enabling a real-time stream of data for a wide-ranging set of applications, including wound care and continuous glucose monitoring for diabetes management. Profusa’s technology enables continuous transmission of wireless and cloud based actionable medical-grade data for personal, professional and medical use.
Enterprise Value: $238 million ($240 million at 80% Redemption)
Equity Value:$416 million ($264 million at 80% Redemption)
Target Shareholders Receive (~50.2%):
$155 million of Equity consideration (15.5 million SPAC Common Stock at $10.0/share)
Earnout of 3.875 million shares of SPAC Common Stock:
No. of Earnout shares
Earnout Period
Earnout Performance Milestone
968,750 shares
Between 18 months and 24 months of closing
VWAP ≥ $12.50/share
If both milestones are satisfied by second anniversary of closing, then Sponsor and Target Shareholders will be issued additional shares equal to the number of shares foregone to obtain additional financings
968,750 shares
Between 12 months and 24 months of closing
VWAP ≥ $14.50/share
968,750 shares
Fiscal Year 2023
Revenue ≥ $5.10 million
1,937,500 shares if both milestones are achieved
968,750 shares
Fiscal Year 2024
Revenue ≥ $73.10 million
PIPE / Financing:
None
Redemption Protections:
None
Support Agreement:
Standard voting support
Sponsor Shares Forfeiture:
Situation
Forfeiture of Sponsor Shares
Capped at
Adjustment to Company Reference Value
I.
Additional funding required to satisfy minimum cash condition of $15 million
80% of funding
1,040,000 shares
Reduced by 20% of funding amount
II.
If minimum cash condition is still not satisfied after forfeiting 1.04 million sponsor shares and parties mutually agree that issuance of additional shares to investors or redeeming stockholders is required to satisfy minimum cash condition
50% of funding (incremental amount)
–
Reduced by 50% of funding amount
Lock-up:
SPAC Sponsors and Key Target shareholders:
Shareholding (Lock-up Shares)
Lock-Up Period
25%
6 months post-closing
25%
9 months post-closing
50%
12 months post-closing
Underwriters have agreed to similar lock-up as above
Closing Conditions:
Minimum net cash condition of $15.0 million
Cash includes:
Cash in Trust
Less:
Redemptions
Add:
PIPE completed before Closing
Add:
Additional Financings (if any)
Less:
SPAC Transaction expenses
Termination date: September 21, 2023
Other customary closing conditions
Termination:
No termination fees or expense reimbursement
Standard termination clauses
Advisors:
Target Legal Advisors: Sidley Austin LLP
SPAC Legal Advisors: ArentFox Schiff LLP
Target Financial Advisor: H.C. Wainwright & Co.
SPAC Financial Advisors: I-Bankers Securities Inc. and Dawson James Securities, Inc
Financials (N/A):
No historical or projected financials provided
Comparables (N/A):
No Valuations Provided
Company Incentive Plan:
10% [SPAC Common Stock outstanding post-closing + SPAC Common Stock issuable upon conversion of securities]
Includes an annual evergreen increase ≤ 4%
Amendment to Business Combination Marketing Agreement & Engagement Letter:
Cash fee of 3.5% ($6,986,250) payable to underwriters on closing will now be discharged as follows:
27.5% shall be in cash = $1,921,218.75
72.5% shall be in the form of:
SPAC common stock at $10.00/share = 506,503 shares of SPAC Common Stock
OR
Warrants to acquire SPAC common stock
= [Deferred Fee – Cash Portion]/$10.0
= [$6,986,250 – 27.5%*$6,986,250]/$10.0
= 506,503 shares of SPAC Common Stock The comm
The common stock shares or warrants will be subject to transfer restriction similar to Sponsor Lock-Up period.
