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United States securities and exchange commission logo
November 13, 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. 5 to Registration Statement on Form S-4
Filed October 30, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 23, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4 filed October 30, 2023
Impact of the Business Combination and Convertible Securities on New Profusa's Public Float,
page 7
1.We note your disclosure on page 151 relating to the updated PIPE transaction. Please
disclose whether the SPAC’s sponsors, directors, officers or their affiliates will participate
in the private placement and the per share consideration as of a recently practicable date
that includes the 133,333 Inducement Shares to be transferred to the PIPE investors.
Please also 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.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 2
The Background of the Business Combination, page 106
2.We note your deletion on page 122 of disclosure relating to H.C. Wainwright’s role as
Profusa’s financial advisor in connection with the merger, HCW’s preparation of
Profusa’s initial financial projections, and the fees that HCW will receive for its services.
Please restore this disclosure or advise why this disclosure is no longer applicable to your
company.
Revenue Assumptions, page 124
3.We note your revised disclosure on pages 124 and 125 relating to the annual growth rates
of revenue for the Lumee Oxygen and Lumee Glucose products, specifically the
significant changes for the expected growth rate of revenue for 2025 from 247% to 291%
for Lumee Oxygen and from 719% to 5,873% for Lumee Glucose. Please explain the
reasons underlying such changes in the projected revenue growth rate for 2025.
Basis of Revenue Assumption, page 125
4.We note your disclosure that "[d]evelopment of the revenue estimates for Lumee Oxygen
and Lumee Glucose relied on calculations of the total addressable market available to
potential penetration by both products." Please revise your disclosure here to include the
estimates of total addressable market for both Lumee Oxygen and Lumee Glucose,
potential penetration rates, and how these estimates were used to develop the revenue
estimates for both Lumee Oxygen and Lumee Glucose for the periods presented in the
projections. Include any relevant assumptions underlying your total addressable market
estimates and potential penetration calculations.
Management assessment that growth rates are reasonable, page 126
5.We note your disclosure on page 126 that the Lumee Glucose revenue numbers were
cross-referenced and viability-checked with the patient launch numbers for Abbott’s
Freestyle Libre CGM system. You also disclose that Abbott was used as a reference point
since it is a recent entrant to the market and its numbers are indicated in Wall Street sell-
side analyst coverage. Please revise to disclose Abbott's patient launch numbers, discuss
whether any other competitors meeting this criteria were excluded from the analysis, and
explain how Profusa used Abbott as a reference to determine the projected revenue
numbers for Lumee Glucose.
Description of the Transactions, page 150
6.We note your disclosure on page 115 that pursuant to a non-binding term sheet,
NorthView, Profusa and Arena are expected to enter into an agreement that would allow
Arena to purchase up to $150 million of New Profusa common stock and a $3,500,000
commitment fee payable to Arena by New Profusa within 30 calendar days of the closing
in cash, stock, or a combination of both. Please revise your disclosure throughout the

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 3
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 3
prospectus to address the following issues:

•Please revise your filing where appropriate to disclose the number of shares of New
Profusa stock issuable to Arena under the agreement, if estimable, as of a recently
practicable date, including shares issuable to pay the commitment fee. Make
conforming changes throughout your filing, including to your risk factor disclosure,
to describe the potential dilution to shareholders from the issuance of these shares.
•You also disclose that Arena and Profusa entered into the non-binding term sheet
after a series of discussions regarding the terms of a potential financing arrangement.
Please revise your disclosure on page 115 and elsewhere in the prospectus to clearly
discuss the evolution of the proposed financing arrangement, including the reasons
for such terms, each party's position on such issues, the proposals and counter-
proposals made during the course of negotiations, and how you reached agreement on
the final terms and conditions.

•Please clarify when the parties entered into the non-binding term sheet and expand
your disclosure to discuss the key terms and conditions proposed in the term sheet
and definitive agreement.

•To the extent that you enter into a binding term sheet or other agreement for the
financing arrangement with Arena, please disclose the potential impact of those
securities on non-redeeming shareholders, including in your sensitivity analysis.

•We also refer to your disclosure that New Profusa is expected to enter into a $2
million loan agreement with Arena that is expected to mature six months after the
closing of the business combination. Please clarify whether NorthView and Profusa
have entered into any agreement with Arena with respect to the loan agreement.

Please file the term sheet and any other agreements entered into with Arena as exhibits to
the prospectus or explain why you believe you are not required to do so. Refer to Item
601(b)(10) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information, page 150
7.We note that it is necessary for the APAC Joint Venture transaction to close in order for
Profusa's conditional waiver of the Minimum Cash Amount to be effective. Please address
the following:

•You will transfer 60% of the APAC Joint Venture share capital to Tasly. Please help
us understand the impact of this transfer and how it is reflected on your pro forma
financial information. Ensure you clarify what assets and liabilities will be included
as part of this entity and therefore would be included as part of the transfer. Explain
whether or not you have historically incurred any expenses that would be reflected in
this entity on an ongoing basis;

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 4
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 4

•Disclose how you will account for your remaining 40% investment in this entity and
how the investment is reflected in your pro forma financial information;

•Disclose the specified time period for the exclusive license that will be granted to the
Joint Venture;

•Explain your basis for reflecting the $6 million amount to be received from Tasly as
deferred revenue; and

•Address the need to revise your diagrams on page 8 to reflect the Joint
Venture within the ownership structure of New Profusa immediately after the
Business Combination.
8.We not that Profusa will convert a $1.5 million bridge loan into 375,000 shares of New
Profusa Common Stock, and NorthView and Profusa will cause an aggregate of 300,000
Inducement Shares to be transferred to the bridge loan note holders, for a total of 675,000
shares. Please clarify in your disclosures how these transactions are reflected in your pro
forma financial information.
9.We note multiple debt-related transactions reflected on the pro forma balance sheet that do
not appear to be reflected in your consideration of adjustment (cc) to interest expense. For
example, the issuance of the Convertible Bridge Loan in adjustment (u) and the issuance
of the Arena Senior Secured Note in adjustment (v). Please advise or revise your pro
forma financial information, as necessary.
Proposal 8 - The NTA Requirement Amendment Proposal
Reliance on Rule 3a51-1(a)(2), page 185
10.We note that your proposed amendment to the Memorandum and Articles of Association
eliminates the limitation that you may not redeem public shares to the extent such
redemption would result in you having net tangible assets of less than $5,000,001. We
further note your disclosure that you intend to rely on the exclusion from the penny stock
rules set forth in Rule 3a51-1(a)(2) of the Exchange Act as a result of your securities
being listed on Nasdaq. However, if the amount in the trust falls below $5,000,001 as a
result of redemptions, you would likely no longer meet the Nasdaq listing standards. At
that point it is possible you would become a penny stock. Please revise here and elsewhere
as appropriate to clearly discuss the impact that the trust falling below $5,000,001 would
have upon your listing on Nasdaq and discuss the consideration given to this possibility in
your determination that this provision is no longer needed to avoid the definition of penny
stock. Please provide clear disclosure that removal of this provision could result in your
securities falling within the definition of penny stock and clearly discuss the risk to you
and investors if your securities were to fall within the definition of penny stock.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 5
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 5
Liquidity and Capital Resources, page 240
11.We note your disclosure on page 241 that you entered into a Senior Secured Convertible
Promissory Note Financing Summary of Terms and Conditions for the issuance of up to
$3 million of senior secured convertible promissory notes of Profusa. You also disclose on
page 151 that immediately prior to closing, Profusa will convert a $1.5 million bridge loan
into 375,000 shares of New Profusa common stock and transfer 300,000 Inducement
Shares, or a total of 675,000 shares, to bridge loan note holders. Please expand your
disclosure of the convertible bridge loan to include a summary of the material terms of
this bridge loan, including when you entered into such bridge loan term sheet, whether
any other agreements were entered into with respect to the bridge loan, and any restrictive
covenants applicable to you. Please also file the convertible bridge loan term sheet as an
exhibit, or in the alternative, please tell us why you believe you are not required to file the
loan term sheet. Refer to Item 601(b)(10) of Regulation S-K.
Certain Relationships and Related Person Transactions, page 250
12.We note your disclosure on page 250 relating to the amendment to the Binding Term
Sheet for the APAC Joint Venture. Please revise to disclose when the amendment was
entered into and expand your disclosure of the material terms of the binding term sheet.
By way of example only, please disclose the term of the exclusive license and the royalty
term, the termination provision, and clarify that the issuance of ordinary shares of the JV
of an aggregate value of $10 million is an up-front, lump-sum consideration of the license.
13.We note your disclosure on page 251 that Profusa entered into the June 2023 Convertible
Loan with Tasly under which Profusa may borrow up to $1.6 million, and of which $1
million was borrowed on June 26, 2023, and that the loan matured on September 30, 2023,
subject to the parties’ decision to extend. You also disclose on page 4 and elsewhere in the
prospectus that Tasly will purchase 60% of the share capital of the APAC Joint Venture
from Profusa for $6 million, of which $1.6 million has been received through the date of
this proxy statement/prospectus. Please revise to clarify the aggregate amount borrowed
under this loan agreement to date, describe any applicable restrictive covenants and the
status of the loan since its maturation date on September 30, 2023. Please also file the loan
agreement as an exhibit to the prospectus or provide your analysis as to why it would not
be required under Item 601(b)(10) of Regulation S-K.
Management and Board of Directors, page 264
14.We note your disclosure that "[t]he following table sets forth the persons NorthView and
Profusa anticipate will become the directors and executive officers of New Profusa," but it
appears that you have removed this table. Please revise or advise.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 6
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 6
            Please 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.