NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Failure to Complete Initial Business Combination
Rhea-AI Summary
NorthView Acquisition (NVAC) has received a delisting notice from Nasdaq due to failing to complete an initial business combination within the required 36-month timeframe. The company's securities, including Common Stock, Rights, and Warrants, will be suspended from trading on Nasdaq starting December 27, 2024. NVAC plans to transition its securities to the OTC market under the same ticker symbols.
The delisting does not affect NVAC's previously announced business combination with Profusa Inc. Both companies continue working towards closing the deal, after which the merged entity will apply for a new Nasdaq listing. NVAC will maintain its status as a reporting entity under the Securities Exchange Act of 1934.
Positive
- Company maintains its business combination agreement with Profusa Inc.
- Plans to list securities on OTC market to maintain trading capability
- Will remain a reporting entity with continued financial disclosure obligations
- Merged entity plans to apply for new Nasdaq listing post-combination
Negative
- Delisting from Nasdaq effective December 27, 2024
- Failed to meet 36-month deadline for completing business combination
- Trading suspension of all securities (Common Stock, Rights, and Warrants)
- Potential reduced visibility and liquidity during OTC trading period
Insights
This delisting scenario represents a critical regulatory compliance failure for NorthView Acquisition , triggered by their inability to complete a business combination within Nasdaq's mandatory 36-month timeframe. The immediate impact includes suspension of trading for their Common Stock, Rights and Warrants, effectively limiting investor liquidity and market access.
The transition to OTC markets, while maintaining their ticker symbols, typically results in reduced trading volume, wider bid-ask spreads and decreased institutional investor participation. However, the company's continued pursuit of the Profusa Inc. merger and commitment to SEC reporting requirements provides a potential pathway for market rehabilitation. The planned reapplication for Nasdaq listing post-merger suggests a strategic approach to maintaining market presence, though success isn't guaranteed.
The delisting represents a significant setback in NorthView's SPAC lifecycle, highlighting the increasing challenges faced by SPACs in completing deals within regulatory timeframes. The migration to OTC markets typically results in a <percent>20-30%</percent> reduction in valuation multiples and substantially decreased trading liquidity.
The ongoing Profusa merger demonstrates a commitment to completing the business combination despite the delisting, but investors should note that post-SPAC entities face heightened scrutiny when seeking re-listing on major exchanges. Historical data shows only about <percent>40%</percent> of delisted SPACs successfully return to major exchanges within 12 months of completing their business combinations.
New York, NY, Dec. 26, 2024 (GLOBE NEWSWIRE) -- NorthView Acquisition Corporation (Nasdaq: NVAC) (the “Company”) announced that it has received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that (i) the Staff has determined that the Company’s securities will be delisted from The Nasdaq Stock Market; (ii) trading of the Company’s Common Stock, Rights, and Warrants will be suspended at the opening of business on December 27, 2024; and (iii) a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing on The Nasdaq Stock Market. Pursuant to Nasdaq Listing Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company failed to complete its initial business combination by December 20, 2024, the Company did not comply with IM-5101-2, and its securities are now subject to delisting.
The Company will not appeal Nasdaq’s determination to delist the Company’s securities and accordingly, the Company’s securities will be suspended from trading on Nasdaq at the opening of business on December 27, 2024. The Company intends to apply for the listing of its securities on the OTC market under the same ticker symbols after they are delisted from Nasdaq. The delisting from Nasdaq does not affect the Company’s previously announced business combination with Profusa Inc., as both parties continue to work to effectuate the closing of the business combination. The merged entity will apply for listing of its securities on the Nasdaq Stock Market in connection with the closing of the business combination.
The Company will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information.
About NorthView Acquisition Corporation
NorthView Acquisition Corporation is a blank check company incorporated in Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements”. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contacts:
Fred Knechtel
Fredknechtel@hotmail.com
(631) 987-8921
FAQ
Why is NVACU being delisted from Nasdaq?
When will NVACU securities stop trading on Nasdaq?
What happens to NVACU shares after the Nasdaq delisting?
Will the Nasdaq delisting affect NVACU's merger with Profusa Inc?
Will NVACU return to Nasdaq after the Profusa merger?
