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 March 7, 2025

Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001

Ben Hwang
Chief Executive Officer
Profusa, Inc.
626 Bancroft Way
Suite A
Berkeley, CA 94710

 Re: NorthView Acquisition Corporation
 Amendment No. 10 to Registration Statement on Form S-4
 Filed February 12, 2025
 File No. 333-269417
Dear Jack Stover and Ben Hwang:

 We have reviewed your amended registration statement and have the
following
comments.

 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 April 26,
2024 letter.

Amendment No. 10 to Registration Statement on Form S-4 filed February 12, 2025
Cover Page

1. We refer to your cover page disclosure relating to the material
conflicts of interest in
 connection with the de-SPAC transaction. Please revise your cover page
to discuss
 any actual or potential sources of conflicts of interest between the
target company s
 March 7, 2025
Page 2

 officers and directors and the unaffiliated security holders as required
by Item
 1604(a)(4) of Regulation S-K. Please make conforming changes to the
Summary
 section. Refer to Item 1604(b)(3).
2. We note your disclosure that "NorthView's shares of Common Stock, public
warrants
 and rights are currently quoted on OTC Pink," and that upon consummation
of the
 Business Combination, "New Profusa's shares of Common Stock and public
warrants
 will be listed on the Nasdaq Capital Market." Please revise to clarify,
as you do on
 page 76, that in connection with the business combination, you will be
required to
 demonstrate compliance with Nasdaq's initial listing requirements in
order to be listed
 on Nasdaq.
Summary of the Proxy Statement/Prospectus, page 1

3. We refer to your disclosure on page 9 that the NorthView Board has
determined that
 the business combination is in the best interests of its shareholders.
Please revise your
 Summary disclosure to describe any material factors that the NorthView
Board
 considered in making this determination, including any report, opinion,
or appraisal.
 Refer to Item 1604(b)(2) of Regulation S-K.
4. Please revise the Summary to provide a brief description of the material
financing
 transactions that have occurred or will occur in connection with the
consummation of
 the de-SPAC transaction, the anticipated use of proceeds from these
financing
 transactions and the dilutive impact, if any, of these financing
transactions on non-
 redeeming shareholders. We refer to your disclosure on the cover page.
Refer to Item
 1604(b)(5) of Regulation S-K.
5. Please revise your disclosure to address the following comments relating
to
 NorthView's Sponsor:
 Please revise to include a description of the general character of
the
 NorthView Sponsor s business, where appropriate. Refer to Item
1603(a)(2) of
 Regulation S-K;
 Please revise to describe the experience of NorthView's Sponsor, its
affiliates, and
 any promoters in organizing SPACs. Refer to Item 1603(a)(3); and
 Please revise to identify the controlling persons of NorthView s
Sponsor and
 disclose, as of the most recent practicable date, the persons who
have direct and
 indirect material interests in NorthView s Sponsor, as well as the
nature and
 amount of their interests. Refer to Item 1603(a)(7).
Interests of Certain Persons in the Business Combination, page 7

6. We note your disclosure on pages 74 and 217 of NorthView s executive
officers and
 directors other fiduciary duties or contractual obligations, other
than with respect to
 NorthView and/or the Sponsor. Please revise to disclose any material
interests held by
 the target company s officers or directors that consist of any
interest in, or affiliation
 with, the Sponsor or the SPAC. Refer to Item 1605(d) of Regulation S-K.
 March 7, 2025
Page 3
PIPE Transaction, page 18

7. Pursuant to the PIPE Subscription, the PIPE Investors are expected to
provide a loan
 to NorthView in an aggregate principal amount of up to $22.2 million for
a purchase
 price of up to $20 million, net after a 10% OID. The PIPE Subscription
contemplates
 purchasing these notes across multiple tranches. It is not clear how you
arrived at the
 amount of $20 million. In this regard, the amounts listed in your
disclosures per each
 tranche appear to total up to more than $20 million. Please clarify your
disclosures. In
 addition, please address which PIPE tranches should be reflected in your
pro forma
 financial statements and why.
The Background of the Business Combination, page 116

8. Please revise your disclosure, where appropriate, to discuss both the
benefits and
 detriments of the business combination and any related financing
transactions to
 NorthView, the NorthView Sponsor, Profusa and public stockholders. The
benefits
 and detriments of the business combination and any related financing
transaction must
 be quantified to the extent practicable. Refer to Item 1605(c) of
Regulation S-K.
9. We note your disclosure that the Incentive Equity Value is expected to be
 $29,018,330 for purposes of this prospectus. We also refer to your
disclosure on page
 18 relating to the PIPE transaction with Ascent Partners Fund LLC. Please
revise your
 background of the business combination section to include a detailed
discussion of the
 negotiation of the Incentive Equity Value and the PIPE transaction. In
your revised
 disclosure, please explain the reason for Incentive Equity Value, how the
terms of the
 PIPE transaction were determined, the proposals and counter-proposals
made during
 the course of negotiations, and how you reached agreement on the final
terms, as
 applicable.
10. Please revise to state whether a majority of the directors (or members of
similar
 governing body) who are not employees of NorthView has retained an
unaffiliated
 representative to act solely on behalf of unaffiliated security holders
for purposes of
 negotiating the terms of the de-SPAC transaction or preparing a report
concerning the
 approval of the de-SPAC transaction. Please refer to Item 1606(d) of
Regulation S-K.
Opinion of Marshall & Stevens, page 130

11. Please revise your disclosure to describe any material relationship that
existed during
 the past two years or is mutually understood to be contemplated between
NorthView,
 the NorthView Sponsor and/or their respective affiliates and Marshall &
Stevens.
 Refer to Item 1607(b)(4) of Regulation S-K.
Material U.S. Federal Income Tax Considerations, page 161

12. Please revise to provide the federal income tax consequences of the
de-SPAC
 transaction to (i) the SPAC, (ii) the target company, (iii) target
security holders, and
 (iv) SPAC security holders. Refer to Item 1605(b)(6) of Regulation S-K.
Please make
 conforming changes throughout your filing, including to your Questions
and Answers
 on page xiii.
 March 7, 2025
Page 4
Unaudited Pro Forma Financial Information, page 168

13. We remind you of your response to comment 7 in your letter dated March
29, 2024 in
 which you indicated that you were finalizing your analysis of Milestone
III as far as
 whether or not the Milestone continues to be indexed to the Company
s own stock.
 You indicated that you would include any related accounting impacts and
disclosure
 requirements resulting from the analysis and final conclusions in a
subsequent
 amendment to the registration statement. Please ensure you address the
following:
 Your disclosures on page 172 continue to indicate that in connection
with
 reporting financial statements for the quarter ended March 31, 2024
you will
 provide an updated analysis. Given the financial statements have been
updated
 through September 30, 2024, it would appear that you have performed
your final
 analysis. In this regard, please expand your disclosures to address
any related
 accounting impacts and disclosure requirements.
 We note the additional disclosures provided in (a) and (b) on page
172. With
 reference to specific terms of Milestone III, ensure how such
milestones meet the
 requirements in (a) and (b). Ensure you provide a fulsome analysis and
reference
 the specific guidance in the authoritative literature that supports
your accounting.
14. We refer you to Adjustment T related to the closing of the APAC Joint
Venture and
 have the following comments:
 We remind you of your response to comment 5 in your response letter
dated
 March 29, 2024. Specifically you agreed to provide an updated response
which
 would more fully explain why you believe the $6 million payment from
Tasly
 represents consideration for the sale of a 60% interest in the JV
rather than
 revenue recognized pursuant to ASC 606. With reference to the specific
terms of
 the JV agreement and the license agreement, please provide us with
your analysis.
 Ensure you identify the authoritative literature you relied on.
 Please disclose the assumptions underlying the assumed fair value of
$10 million
 for the license transferred.
 Notwithstanding the above bullet regarding the underlying accounting
for this
 transaction, please tell us where the $6 million gain is recognized in
the pro forma
 combined statement of operations. Refer to 11-02(a)(6)(B) and Rule
11-02(1) of
 Regulation S-X.
15. We also remind you that Rule 11-02(a)(11)(ii)(B) of Regulation S-X
requires certain
 disclosures when your accounting for a specific transaction is not
complete, including
 a description of the information that is required, an indication of when
accounting is
 expected to be finalized, and other available information for a reader to
understand the
 magnitude of any potential adjustments. Please expand your disclosures as
necessary.
16. Your 1st full bullet on page 170 indicates that the Northview Convertible
Working
 Capital loan will be converted at the close of the Business Combination.
However, the
 last sentence of this bullet indicates that this loan will be settled in
cash subsequent to
 closing and thus not shown as being settled in the pro formas. Please
revise this
 apparent discrepancy.
17. On page 171, you disclose that NorthView will have an estimated $20.8
million cash
 on hand under No Redemption Scenario, and $16.5 million cash on hand
under the
 March 7, 2025
Page 5

 Maximum Redemption Scenario, giving effect to the cash proceeds from the
PIPE
 transaction, after the deduction of reimbursements to the redeeming
shareholders of
 NorthView and payment of applicable expenses. Please further clarify in
your
 disclosures how these cash on hand amounts correspond to the amounts on
the pro
 forma balance sheet. You also disclose that Profusa has conditionally
waived the
 Minimum Cash Amount condition to closing, contingent on NorthView having
 sufficient funds to satisfy Nasdaq s initial listing requirements as of
the Closing.
 Please expand your disclosures to state the amount of funds that would be
considered
 sufficient.
18. It is not clear how adjustment (F) corresponds to amounts on balance
sheet.
 Specifically the note to adjustment indicates that this represents the
payment of
 preliminary estimated direct and incremental transaction costs, of which
$4.5 million
 is expected to be paid in shares and $1.6 million is expected to be paid
in cash.
 However,the reduction to cash on the pro forma balance sheet is $4.5
million. Please
 clarify accordingly.
19. The interest expense and amortization of the discount associated with the
PIPE
 convertible notes does not appear to be reflected in the pro forma
statements of
 operations provided. Please advise or revise as necessary.
20. As disclosed in Northview's Note 9 - Subsequent Events on page F-27, on
January 19,
 2025, NorthView, I-Bankers and Dawson James modified the Business
Combination
 Marketing Agreement such that the Business Combination Fee will be
$2,000,000,
 payable in cash. Please explain your accounting for this cash payment and
how it is
 reflected in your pro forma financial statements.
Gain on PPP Loan Forgiveness, page 259

21. We note your disclosure that management intends to apply for PPP Loan 2
 forgiveness in 2024. Please revise to clarify whether NorthView
management applied
 and received forgiveness for its PPP Loan 2, as applicable.
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 5 - Convertible Promissory Note - Related Party, page F-20

22. We note that on May 31, 2024, the Company entered into a second amendment
of its
 Convertible Working Capital Promissory Note with the sponsor to increase
the
 principal amount of the Note that could be drawn on to $ 2.5 million. The
second
 amended and restated Note also allows for the conversion of the
outstanding principal
 balance of the Note to be repaid in shares of Company common stock at a
price of
 $ 2.22 per share at the election of the sponsor. With reference the
original terms and
 amended terms of the Note, as well as the authoritative literature you
relied on, please
 tell us how you accounted for this amendment. In addition, in light of
(i) the $2.22 per
 share conversion option, (ii) the current trading price of the Northview
shares and (iii)
 the $10 per share deemed fair value of the Profusa common stock, please
explain how
 the Company determined that the $1.9 million principal outstanding as of
September
 30, 2024 had a $1,591,380 fair value as of that date.
 March 7, 2025
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.
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