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August 9, 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. 2 to Registration Statement on Form S-4
Filed July 21, 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 May 31, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed July 21, 2023
Risk Factors, page 22
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 August 9, 2023 Page 2
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
August 9, 2023
Page 2
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
Background to Negotiation of Material Terms of the Profusa Transaction, page 108
2.We note your response to prior comment 16. Please revise to incorporate such response in
your prospectus disclosure accordingly, including the discussion of the consideration the
board gave to obtaining updated projections, the timeframe for the selection of the
projections, and the reliability of the projections and underlying assumptions related to the
later years presented.
3.We note your amended disclosure that "Profusa provided preliminary valuation including
financial projection to NorthView in a valuation report prepared by H.C. Wainwright
& Co. The financial projections were used by NorthView to evaluate an initial valuation
and determine preliminary revenue earn-out targets. Preliminary revenue earn-out targets
were based on Profusa’s 2023 and 2024 revenue projections of $16 million and $90
million respectively."  Please briefly describe the preliminary valuation report and
projections prepared by H.C. Wainright.  In addition, please provide us with your analysis
of whether this report is a "report, opinion or appraisal materially relating to the
transaction," as described by Item 4(b) of Form S-4.  If Item 4(b) applies to this report,
please provide the information required by Item 1015(b) of Regulation M-A.  Please
provide the analysis and disclosure requested above for the projections that were provided
to Marshall & Stevens on July 20, 2022.
4.We note your disclosure that "[w]ith the advice of NorthView’s advisors and investment
bankers, we determined that a valuation of $155 million was reasonable at the time."
Please briefly describe the reasons underlying management's determination that the
valuation was "reasonable" at the time, including the reasons for why the valuation was
below the valuation performed by Marshall & Stevens.
Tax Consequences of the Merger to Holders, page 136
5.We note your revised disclosure in response to comment 17 that "it is the opinion of
ArentFox Schiff LLP that the Merger should qualify as a 'reorganization' within the
meaning of Section 368 of the Code" (emphasis added). Please revise your disclosure to
provide a "will" opinion, consistent with the statement in your proposed tax opinion that
"it is our opinion that (i) the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code." If the opinion is subject to uncertainty, please ensure the
opinion explains why counsel cannot give a "will" opinion and describes the degree of
uncertainty in the opinion. In addition, please provide risk factor disclosure setting forth
the risks of uncertain tax treatment to investors. For guidance, refer to Section III.C.4 of
Staff Legal Bulletin 19.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 August 9, 2023 Page 3
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
August 9, 2023
Page 3
Pro forma
Unaudited Pro Forma Condensed Combined Balance Sheet, page 151
6.We note your response to prior comment 18.  You indicate that the revised pro forma
Trust Account balance as of March 31, 2023 is $10,392 thousand, and the costs shown as
debit to APIC are $11,323 thousand, which include approximately $1,023 thousand
related directly to PIPE. Accordingly, the Trust Account balance in the revised pro forma
financial statements is in excess of the offering costs related to the Merger.  However, we
note that under the maximum redemption scenario, the Trust Account balance is $5,000
thousand.  We therefore reissue our comment as it relates to your maximum redemption
scenario.
Information About Northview
Financial Position, page 175
7.We note your amended disclosure that the funds available in the Trust Account include up
to $6,986,250 of the business marketing fee payable to I-Bankers and Dawson James, of
which $1,921,219 would be payable in cash and $5,065,031 would be payable in
NorthView Common Stock at the Closing. Please disclose, as of a recently practicable
date, the number of shares of NorthView common stock issuable to I-Bankers and
Dawson James, respectively, in lieu of these business marketing fees. Make conforming
changes throughout your filing, including to your disclosures related to dilution, as
applicable.
Profusa Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 230
8.We note your amended disclosure that "[c]ash provided by financing activities was $1.3
million for the three months ended March 31, 2023, which consisted primarily of net
proceeds from the issuance of senior notes of $1.6 million." In an appropriate place in
your filing, please describe your Senior Notes offering, including the date the offering
commenced, whether the offering is ongoing, and the material terms of the offering and
the notes, including any terms related to conversion.
APAC Joint Venture Term Sheet, page 235
9.We note your response to comment 29, and your disclosure that "[i]n exchange for the
license, the JV would pay Profusa an upfront fee and also royalties on sales." Please
amend your disclosure to quantify or provide a range of the percentage amounts of such
royalties on net sales. Alternatively, tell us why you do not believe you are required to
provide this disclosure.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 August 9, 2023 Page 4
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
August 9, 2023
Page 4
            You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.