As filed with the Securities and Exchange Commission on July 1, 2021
Registration No. 333-257156
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHVIEW ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 6770 | | 86-3437271 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
207 West 25th St, 9th Floor
New York, NY 10001
(212) 494-9022
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jack E. Stover
Chief Executive Officer
207 West 25th St, 9th Floor
New York, NY 10001
(212) 494-9022
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ralph V. De Martino, Esq.
Cavas Pavri, Esq.
Schiff Hardin LLP
901 K Street NW
Suite 700
Washington, DC 20001
Telephone: (202) 778-6400
Facsimile: (202) 778-6460 | | Barry Grossman, Esq.
Benjamin Reichel, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Tel: (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☒ |
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Security Being Registered | | Amount
Being
Registered | | | Proposed
Maximum
Offering
Price per
Security(1) | | | Proposed
Maximum
Aggregate
Offering
Price(1) | | | Amount of
Registration Fee | |
| Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant(2) | | | 20,700,000 | | | $ | 10.00 | | | $ | 207,000,000 | | | $ | 22,583.70 | |
| Shares of common stock included as part of the units(3) | | | 20,700,000 | | | | — | | | | — | | | | — | (4) |
| Redeemable warrants included as part of the units(3) | | | 10,350,000 | | | | — | | | | — | | | | — | (4) |
| Representative’s shares of common stock(3) | | | 287,500 | | | $ | 10.00 | | | $ | 2,875,000 | | | $ | 313.66 | |
| Representative’s warrants | | | 621,000 | | | $ | 11.50 | | | $ | 7,141,500 | | | $ | 779.14 | |
| Total | | | | | | | | | | $ | 217,016,500 | | | $ | 23,676.50 | (5) |
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 2,700,000 units, consisting of 2,700,000 shares of common stock and 1,350,000 redeemable warrants, which may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any. |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
NorthView Acquisition Corporation is filing this Amendment No.1 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-257156) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| | (a) | Exhibits. The following list of exhibits is being filed herewith: |
EXHIBIT INDEX
| * | Previously Filed. |
| ** | Filed herewith. |
| + | To be filed by Amendment |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 1st day of July, 2021.
| NORTHVIEW ACQUISITION CORPORATION |
| | |
| | By: | /s/ Jack Stover |
| | Name: | Jack Stover |
| | Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | | Position | | Date |
| | | | | |
| /s/ Jack Stover | | Director & Chief Executive Officer | | July 1, 2021 |
| Jack Stover | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Fred Knechtel | | Director & Chief Financial Officer | | July 1, 2021 |
| Fred Knechtel | | (Principal Financial and Accounting Officer) | | |
II-2
