| Item 8.01 |
Regulation FD Disclosure.
|
Supplement to the Definitive Proxy Statement
On February 17, 2023, NorthView Acquisition Corp. (the “Company”) filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies in
connection with a special meeting of the Company's stockholders to be held on March 10, 2023 (the “Special Meeting”) to consider and vote on, among other proposals, a proposal to amend the Company’s Amended and Restated Certificate of Incorporation
to extend the period by which the Company is required to consummate its initial business combination (the “Extension Proposal”), and a proposal to amend the Investment Management Trust Agreement to implement the Extension (the “Trust Amendment
Proposal”).
The Company has determined to clarify in the Definitive Proxy Statement that the funds in trust and any additional contributions, including any interest thereon, will not
be used, now or in the future, to pay for the excise tax imposed under the Inflation Reduction Act of 2022.
Accordingly, the Company has determined to amend and supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information to its stockholders, as described in this supplement to the Definitive Proxy Statement filed with the United States
Securities and Exchange Commission on February 17, 2023, in connection with the Special Meeting to be held on March 10, 2023. These disclosures should be read in connection with the Definitive Proxy Statement, which should be read in its entirety. To
the extent that the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement.
Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement and all page references are to pages in the Definitive Proxy Statement. The Company makes the following amended and supplemental disclosures:
1. Certain disclosures on page 20 of the Definitive Proxy Statement are hereby amended and restated as follows:
A new 1% U.S. federal excise tax could be imposed on the Company in connection with redemptions by Company of its shares in connection
with a business combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).
On August 16, 2022, the Inflation Reduction Act of 2022 (“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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.
The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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 Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the
abuse or avoidance of the excise tax. In this regard, on December 27, 2022, the Treasury and the Internal Revenue Service issued a notice announcing their intent to issue proposed regulations addressing the application of the excise tax, and
describing certain rules on which taxpayers may rely prior to the issuance of such proposed regulations (the “Notice”).
Any redemption or other repurchase that occurs after December 31, 2022 in connection with a
Redemption Event may be subject to the excise tax. Pursuant to the rules set forth in the Notice, however, redemptions in connection with a liquidation of the Company are generally not subject to the excise tax. Whether and to what extent the
Company would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the structure
of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of
the business combination) and (iv) the content of regulations and other future 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; however, the Company will not use the funds held in the Trust Account or any additional amounts deposited into the Trust Account,
as well as any interest earned thereon, to pay the excise tax. Additionally, we expect to either fully liquidate or consummate an initial business
combination during 2023, and therefore do not expect to be subject to the excise tax. 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.
