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United States securities and exchange commission logo
May 31, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed May 11, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 21, 2023 letter.
Amendment No. 1 to Form S-4 Filed May 11, 2023
Cover Page
1.We note your disclosure that the Exchange Ratio "will be equal to the value of a share of
Profusa Common Stock, based on an equity valuation of Profusa of $155,000,000, divided
by an assumed value of NorthView Common Stock of $10.00 per share," and that the “Per
Share Merger Consideration” means the number of NorthView Common Shares resulting
from the product of (x) each share of Profusa Common Stock . . . multiplied by (y) the
Exchange Ratio."  Please amend your cover page to provide an estimated per share merger
consideration as of a recently practicable date.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 2
Questions and Answers about the Business Combination, page xi
2.We note your response to comment 2, and your response to comment 5 that "subsequent
to the filing of the initial Registration Statement, the Company experienced stockholder
redemptions such that the impact of any interim redemption level does not appear to be
material relative to the No Redemption and Maximum Redemption scenarios."  Please
amend your disclosure on your cover page, risk factors, and where appropriate throughout
your filing, to disclose the percentage of stockholder redemptions relative to total shares
outstanding as of the date of your filing.
3.We acknowledge your response to prior comment 3, which we reissue.  Please expand
your disclosure to address the material risks to public warrants holders arising from the
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 and 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 . . ., page xii
4.We note your disclosure in footnote 2 to the graphic at the top of page xiii that the equity
ownership described in the table "[e]xcludes 1,040,000 Inducement Shares, because under
this scenario they are expected to be forfeited by the Sponsor upon the closing of the
Merger."  Please amend your disclosure as appropriate throughout your filing to
prominently disclose, as you describe on page 135, that the Sponsor will be required to
forfeit the Inducement Shares to meet the minimum cash requirements.  In this regard, it
appears from your table that under the no redemption scenario, the Sponsor will be
required to forfeit the Inducement Shares.  As a related matter, in the graphic on the
bottom of page xiii, you include a reference to footnote "(4)."  We could not find this
footnote.  Please advise or revise.
Q: How will the level of redemptions by NorthView's stockholders . . .", page xiv
5.We note your response to comment 5, and your amended disclosure on page xiv showing
the "trust value per share" to a non-redeeming public shareholder.  Please amend your
disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders at each redemption level, taking into account not
only the money in the trust account, but the post-transaction equity value of the combined
company. Your disclosure should show the impact of certain equity issuances on the per
share value of the shares, including the exercises of public and private warrants, and the
issuance of any earn-out shares under each redemption scenario.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 3
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 3
Q: Do I have redemption rights?, page xviii
6.We acknowledge your response to prior comment 8, which we reissue in part. Please
revise to 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
Organizational Structure, page 8
7.Please amend your disclosure to provide a diagram of the post-business combination
ownership structure of New Profusa, including ownership percentages of the relevant
parties.
Risk Factors
Risks Related to Profusa
We expect the commercialization of the Lumee Oxygen Platform to generate . . ., page 30
8.You disclose that your "first offering is the Lumee Oxygen Platform, from which
[you] expect to continue to derive nearly all [y]our commercial revenue in the near
future."  Please amend your disclosure to clarify what is meant by "the near future."  Make
conforming changes throughout your filing, including where you discuss "near term"
revenue.
If we or our suppliers or distributors fail to comply . . ., page 42
9.You disclose that "our key component suppliers may not currently be or may not continue
to be in compliance with applicable regulatory requirements."  Please briefly describe any
steps you take to determine whether your suppliers are in compliance with applicable
regulatory requirements.
Activities taken by existing NorthView's stockholders to increase the likelihood . . ., page 69
10.We acknowledge your revised disclosure in response to prior comment 15, which we
reissue in part.  Please provide your analysis on how such purchases by the Sponsor,
NorthView’s officers and directors, advisors or any of their respective affiliates and/or
their respective affiliates comply with Rule 14e-5.  To the extent that you are relying on
Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022),
available on our public website, please provide an analysis regarding how it applies to
your circumstances. Revise your disclosure as appropriate for consistency.
There is a risk that the new 1% U.S. federal excise tax may be imposed . . ., page 72
11.Describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 4
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 4
impact of the excise tax.
Upon the completion of the Business Combination, the Profusa Stockholders . . ., page 79
12.Please update the ownership percentages referenced in this risk factor for consistency with
your disclosure throughout the filing.
The Merger Agreement, page 91
13.We note your disclosure in the last sentence of the first paragraph that “you should not
rely on the representations and warranties as current characterizations of factual
information about NorthView or Profusa, because they were made as of specific dates,
may be intended merely as a risk allocation mechanism between NorthView, Merger Sub
and Profusa, and are modified by the disclosure schedules.” Please revise to remove any
potential implication that the referenced merger agreement, or any descriptions of its
terms, do not constitute public disclosure under the federal securities laws.
Related Agreements
Profusa Support Agreements, page 100
14.You disclose that within twenty-four hours following the execution of the merger
agreement, certain stockholders of Profusa representing the requisite votes necessary to
approve the merger agreement are expected to enter into support agreements.  It also
appears from your disclosure that the merger agreement was executed on November 7,
2022.  Please clarify whether the Profusa stockholders entered into the support
agreements.
The Background of the Business Combination, page 101
15.Please revise your background of the business combination section to include a discussion
of negotiations relating to material terms of the transaction, including the merger
consideration and equity value of Profusa; the terms of the earnout provisions,
including the terms of the earnout that were amended downward; the minimum net cash at
closing; the financial inducements to enter lock-up agreements; and the terms of the lock-
up agreements.  In your revised disclosure, please explain the reasons for such terms, each
party's position on such issues, and how you reached agreement on the final terms.
Opinion of Marshall & Stevens, page 107
16.Given that the projected revenue for Profusa's 2022 fiscal year is not consistent with the
company's financial statements included in the filing, please confirm whether the
projections still reflect management's views on future performance.  Describe what
consideration your board gave to obtaining updated projections or a lack of reliance upon
the projections.  As a related matter, given your disclosure that Profusa is an early-stage
company, please explain how the timeframe for the projections was selected, and address
the reliability of the projections and underlying assumptions related to the later years

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 5
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 5
presented.
Material U.S. Federal Income Tax Considerations, page 128
17.We acknowledge your revised disclosures in response to prior comment 22.  We note that
the tax opinion exhibit refers to assumptions, exceptions, limitations and qualifications set
forth in the registration statement and that the registration statement also refers to the
assumptions, exceptions, limitations and qualifications set forth in the tax opinion exhibit.
Please revise to clarify the qualifications in the registration statement upon which the tax
opinion relies, and to address and express a conclusion for each material federal tax
consequence described in your registration statement. For additional guidance concerning
assumptions and opinions subject to uncertainty, refer to Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 139
18.We note that adjustment (F) includes a $11,194 debit to APIC for the the reclassification
of Profusa’s deferred offering costs to permanent equity. In light of the fact that cash from
the Trust Account in both the minimum and maximum redemption scenarios is less than
these offering costs, please tell us what consideration was given to expensing the costs in
excess of the Trust Account cash.  Refer to SAB Topic 5A.
19.We note your response to comment 27.  Notwithstanding the fact that the modification of
the Senior Notes did not occur until September 27, 2022, the unaudited pro forma
condensed combined statement of operations for the year ended December 31, 2022
reflects the Business Combination and related transactions, contemplated by the Merger
Agreement as if they had occurred on January 1, 2022.  Given the Senior Notes are
assumed to have been converted into common stock on January 1, 2022, please reassess
the related interest expense that should be eliminated.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 141
20.We note your response to comment 32.  Based on the specific terms and conditions of the
Milestone Earnouts and Profusa Inducement Recoupment, please provide your basis for
recognizing issuances under these agreements.  For example, we note the terms of the
Milestone Earnouts discussed on page 135.  It is not clear how, based on these terms, you
determined it was appropriate to reflect this issuance.  We also note that you are
presenting the issuances for purposes of adjustment (EE) but then not for purposes of
determining your net loss per share amounts on page 144.  Please advise or revise as
necessary.
Note 2. Net Loss per Share, page 143
21.We note that the Milestone Earnout Shares, Sponsor Inducement Recoupment Shares and
Profusa Recoupment Shares as well as outstanding Profusa Options have been excluded
from basic and dilutive earnings per share.  Please disclose in tabular form the nature and
number of securities that could potentially dilute earnings per share in the future.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 6
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 6
Comparative Per Share Data, page 146
22.We note your response to comment 33.  The following continues to remain unclear:

•Please explain how you determined the exchange ratio for purposes of determining
the Profusa equivalent pro forma per share data amounts; and

•It is not clear what the weighted average shares outstanding amount of
8,126,171 under the Profusa equivalent pro forma per share data represents.

Please revise your disclosures accordingly.
Profusa's Business, page 179
23.We acknowledge your revised disclosure in response to prior comment 35, which we
reissue in part.  We refer to your disclosure on page 179 that such Asian investors have
"not only been interested for several years but have invested in Profusa’s development to
date . . ."  Please expand your disclosure to describe such investors' investments in Profusa
to date.
24.We note your revised disclosure in response to prior comment 37, which we reissue in
part.  Please revise to balance your disclosure with equally prominent disclosure of the
limitations and challenges Profusa faces in implementing its business strategy and gaining
regulatory acceptance, including the implications if the company does not receive
approval under the Section 510(k) regulatory pathway.  We also note your disclosure that
Profusa has not yet commercialized its Lumee Oxygen product in Europe since receiving
its CE Mark in January 2020, that Profusa’s Lumee Oxgyen recently completed the pilot
phase of its clinical study, and that the company's oxygen sensor and glucose monitoring
device are currently for research use only applications.
Commercial Strategy, page 193
25.We acknowledge your response to prior comment 42, which we reissue in part. Please
revise your disclosure to clarify that certain of the publications in peer-reviewed journals
involved Profusa service providers as co-authors.
26.We note your response to prior comment 43 that certain U.S.-based Key Opinion Leaders
have received equity in Profusa as part of a stock option plan.  Please include disclosure
that describes the role of such key opinion leaders who provided expertise with regards to
Lumee Oxygen and how they were compensated, including details relating to the stock
option plan.
Intellectual Property, page 194
27.We acknowledge your revised disclosure on page 194 in response to prior comment 44,
which we reissue in part.  Please revise to identify for each material patent and pending
patent, as applicab