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February 21, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Registration Statement on Form S-4
Filed January 25, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 Filed January 25, 2023
Cover Page
1.Please revise the prospectus cover page to disclose the expected ownership percentages in
the combined company of NorthView’s public stockholders, the Sponsor and its affiliates
and Profusa stockholders.  To the extent applicable, disclose the total expected ownership
of the Sponsor following the transaction, inclusive of any investments the Sponsor plans
to make through financing transactions, such as the PIPE investment.
Questions and Answers about the Business Combination, page xi
2.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,

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 FirstName LastNameJack Stover
NorthView Acquisition Corporation
February 21, 2023
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including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
3.Please revise your disclosure in this section and elsewhere in the prospectus as appropriate
to highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company would take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Q: What equity stake will current NorthView stockholders and current Profusa stockholders hold
in the combined company...?, page xii
4.Please disclose the Sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
5.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including at least one interim redemption level.
6.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
7.Please clarify, if true, that the sponsor will receive additional securities pursuant to an
anti-dilution adjustment based on the company’s additional financing activities.  If
applicable, please quantify the number and value of securities the sponsor will receive.  In
addition, disclose the ownership percentages in the company before and after the
additional financing to highlight dilution to public stockholders.
Q: Do I have redemption rights?, page xvii
8.Clarify, if true, that holders of your public warrants and holders of warrants through your
units cannot exercise redemption rights with respect to the warrants.  Quantify the value of
warrants, based on recent trading prices, that may be retained by redeeming stockholders
assuming maximum redemptions and identify any material resulting risks.
Summary of the Proxy Statement/Prospectus, page 1
9.Please revise to expand your descriptions of NorthView and Profusa in this section.
Please discuss the types of products and services Profusa provides, how the company
generates revenue, and when the company commenced work designing these products and

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Jack Stover
NorthView Acquisition Corporation
February 21, 2023
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obtained CE approval.  Revise to include disclosure that Profusa's products are currently
categorized as Class III medical devices and clarify, if true, that Profusa’s Lumee Oxygen
and Glucose products involve the permanent injection of a hydrogel sensor in
subcutaneous tissue.  Please also balance your disclosure in the Summary and throughout
the prospectus to clarify that Profusa sells its oxygen sensor for research use only (RUO)
applications in animal models and in vitro testing and that Lumee Glucose is currently an
investigative device for research use only.
Interests of Certain Persons in the Business Combination, page 4
10.We note your disclosure that NorthView’s directors will not receive reimbursement for
any out-of-pocket expenses incurred by them on incident to identifying, investigating and
consummating a business combination.  Please revise your disclosure to include the
current value of loans extended, fees due, and out-pocket-expenses for which the Sponsor
and its affiliates are awaiting reimbursement, including any working capital loans.
11.We refer to your disclosure on page 5 that I-Bankers and Dawson James are entitled to
receive a fee of $6,986,250 in connection with the business combination, which appears to
suggest that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution. In this regard, we refer to your disclosure on page 167 that the
underwriting fee is equal to 3.68% of the gross proceeds of the public offering.
Impact of the Business Combination and Convertible Securities on New Profusa's Public Float,
page 6
12.We note that you plan to arrange to sell additional securities to raise funds to satisfy the
minimum cash required to complete the business combination transaction after returning
funds to redeeming stockholders under the maximum redemption scenario.  Please clarify
the current status of discussions and negotiations regarding the contemplated PIPE
investment.  Revise the disclosure to discuss the key terms of any convertible securities
and to disclose the potential impact of those securities on non-redeeming shareholders, as
applicable.  To the extent that negotiation and marketing processes for a PIPE are
ongoing, please disclose material details of those processes, including who selected the
potential PIPE investors, the relationships the PIPE investors have to NorthView, the
Sponsor, Profusa and their affiliates, and the placement agent and how the terms of the
PIPE transaction were determined, as applicable.
13.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination.  Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.

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 Comapany NameNorthView Acquisition Corporation
 February 21, 2023 Page 4
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Jack Stover
NorthView Acquisition Corporation
February 21, 2023
Page 4
We depend upon third-party suppliers and outsource to other parties..., page 31
14.We note your risk factor disclosure that you rely on single and/or sole sources for certain
components and materials used in manufacturing your products.  Please expand your
disclosure to discuss your sources and availability of raw materials and the names of any
principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.
Activities taken by existing NorthView's stockholders to increase the likelihood of approval of
the business..., page 63
15.We note disclosure here that at any time prior to the special meeting, the Sponsor,
NorthView’s officers and directors, advisors or any of their respective affiliates and/or
their respective affiliates may purchase shares from institutional and other investors who
vote, or indicate an intention to vote, against the business combination proposal, or
execute agreements to purchase shares from such investors in the future, or they may enter
into transactions with such investors and others to provide them with incentives to acquire
shares of NorthView common stock. You further state that the purpose of the share
purchases could be to vote in favor of the business combination. Please provide your
analysis on how such purchases comply with Rule 14e-5.
The Background of the Business Combination, page 95
16.We note your disclosure on page 97 that NorthView engaged in detailed due diligence and
discussions with eight other potential targets and delivered letters of intent to two potential
business combination targets, other than Profusa.  Please expand your disclosure of these
eight potential business combination targets the NorthView Board considered and discuss
the NorthView Board’s reasons in reaching its conclusions not to pursue each of the
potential business combination target.
17.Please identify the individuals and/or parties who participated in the meetings, discussions
and negotiations described throughout this section.  By way of example only, please
identify the representatives of NorthView and Profusa and their advisors who participated
in negotiations related to the merger agreement.
Financial Projections, page 102
18.We note that the only revenue recorded by Profusa during the two years ended December
31, 2021 and the nine months ended September 30, 2022 was in the form of government
grant revenues.  The projections provided assume that revenue will commence in Q4 of
2022 for Lumee Oxygen and Q2 of 2024 for Lumee Glucose.  In this regard, please
address the following:
•Please disclose whether these projections still reflect management’s views on future
performance.  For example, if there has been a change in circumstances which has
resulted in changes to when revenue will commence for either product;
•Please disclose the basis for providing projections for a seven year period given the

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 February 21, 2023 Page 5
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February 21, 2023
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limited operations of Profusa; and
•Please explain how management and the Board considered and relied upon the
projections.  Explain how they assessed their reasonableness, particularly in light of
the limited operations of Profusa.
19.The projections show significant increases in revenues from $5 million in 2023 to $73
million in 2024 well as further significant increases to $175 million in 2025 and $354
million in 2026.  Given the limited operations of Profusa, we would expect detailed
disclosures in order for an investor to understand the reasonableness of the assumptions
underlying the projections as well as the inherent limitations of the projections.  In this
regard, please address the following:
•Please separately identify the projected revenue estimates for Lumee Oxygen and
Lumee Glucose for each year.  Specifically for each product, please also discuss all
material assumptions and the basis for those assumptions used to develop the
projections, including when each projection assumes each product candidate will
obtain regulatory approval by market, the length of time from approval to commercial
availability, assumptions about market acceptance / penetration rates, market growth
rates, the impact of competition, and any other factors or contingencies that would
affect the projections from materializing.  To the extent the projections are based on
multiple scenarios, discuss that fact, identify the various scenarios used, and how
each scenario was weighted;
•Lumee Glucose revenue numbers are cross-referenced and viability-checked with the
patient launch numbers for an existing competitor Abbott.  The patient numbers for
Abbott at the end of 2018 after their launch in 2017 are also disclosed.  Please further
clarify how the numbers for Abbott were relied upon in coming up with
these projections.  Please address the reasonableness of referencing Abbott's patient
launch numbers and address any limitations in relying on these numbers given that
Abbott is an established, well-known international company with $43B in revenues;
and
•We note the discussion of various collaborations and partnerships which are expected
to increase revenue.  Please further clarify the assumed impact of these on
the projected revenue amounts and your basis for these assumptions.
20.Please expand your disclosures to define EBITDA and Net Cash Flows and provide
detailed information as to how these financial measures were calculated.  Provide a
description of the GAAP financial measures to which these measures are most closely
related and explain why non-GAAP financial measures were used instead of GAAP
measures.
21.Please disclose the material assumptions underlying your projected EBITDA and Net
Cash Flow and explain the basis for those assumptions.  This disclosure should include a
discussion of the material underlying projected cost of sales, operating expenses and other
expenses which are reflected in the determination of EBITDA and net cash flow.

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 February 21, 2023 Page 6
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NorthView Acquisition Corporation
February 21, 2023
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Material U.S. Federal Income Tax Considerations, page 119
22.Please revise to include a tax opinion covering the material tax consequences of the
redemption and state that the disclosure in this section represents the opinion of counsel.
Please also remove language stating that “generally” certain tax consequences will apply
or assuming certain consequences. For further guidance, see Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Transactions, page 126
23.The second bullet on this page indicates that Profusa’s equityholders and holders of
convertible promissory notes will receive or have the right to receive an aggregate of 15.5
million shares of New Profusa common stock.  Please clarify in your disclosures how this
15.5 million shares corresponds to the shares of New Profusa’s common stock shown
under the no redemption and maximum redemption scenarios.  Also, explain why the
number of shares issued to the Profusa equity holders under the no redemption scenario
differs from the number of shares issued under the maximum redemption scenario.
24.With reference to the key terms of Merger Agreement as set forth on page 99, please
reconcile the disclosures surrounding the financial inducement to meet minimum cash
requirements as presented in the 3rd bullet on page 99 to your disclosures on page 127
which indicates that the Sponsor has agreed to forfeit up to 1,040