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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 27, 2025

 

NORTHVIEW ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

delaware   001-41177   86-3437271
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission File No.)   (I.R.S. Employer
Identification No.)

 

207 WEST 25TH ST., 9TH FLOOR

NEW YORK, NY 10001

(Address of principal executive offices and zip code)

 

(212) 494-9022

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed from last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

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

 

Title of each class   Trading Symbol (s)   Name of each exchange on which registered
Shares of common stock, par value $0.0001 per share   NVAC   N/A
Rights, each entitling the holder to receive one-tenth of one share of common stock   NVACR   N/A
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share   NVACW   N/A

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 1, 2025, NorthView Acquisition Corporation (the “Company”) filed an amendment to its Certificate of Incorporation (the “Amendment”) to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from June 22, 2025 to August 22, 2025. Previously, on June 27, 2025, the Company had filed a copy of the Amendment with a date that mistakenly referenced “July 22, 2025” rather than “August 22, 2025,” however such filing was corrected in connection with the filing of the Amendment on July 1, 2025. The Company’s stockholders approved the Amendment by a supermajority of at least 65% via written consent on June 27, 2025.

 

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form of Amendment filed herein as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.   Description
10.1   Amendment to Amended and Restated Certificate of Incorporation of NorthView Acquisition Corporation, dated July 1, 2025
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NORTHVIEW ACQUISITION CORPORATION
   
Dated: July 3, 2025 By: /s/ Fred Knechtel
  Name: Fred Knechtel
  Title: Chief Financial Officer

 

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