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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) |
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 |
