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                ArentFox Schiff LLP

                1717 K Street NW

                  Washington, DC  20006

                  202.857.6000          main

                  202.857.6395          fax

                afslaw.com

                Ralph De Martino

                Partner

                (202) 724-6848       direct

                rdemartino@afslaw.com

    July 21, 2023

    Office of Industrial Applications and Services

    Division of Corporation Finance

    United States Securities and Exchange Commission

    100 F St NE

    Washington, DC 20549

            Attention:

            Jane Park

            Celeste Murphy

            Re:

            NorthView Acquisition Corporation Registration

            Statement on Form S-4 Filed January 25, 2023

            File No. 333-269417

    To Whom It May Concern:

    The undersigned serves as counsel to NorthView Acquisition Corporation (“NorthView” or the “Company”). Contemporaneous with the submission of this correspondence, NorthView filed its Amendment No. 2 (the “Amendment”)
      to its Registration Statement on Form S-4 filed on January 25, 2023 (File No. 333-269417). Pursuant to the comments by the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and
        Exchange Commission (the “Commission”), set forth in its letter dated May 31, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the
      Comment Letter. For the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on the cover page accordingly.

    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.

                  July 21, 2023

                  Page 2

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on the cover page, and pages 75, 80, 106, and 175 accordingly.

          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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages xviii, 86, and 87 accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages xiii, xiv, 8, 20, 94, 104, 145, and 253 accordingly. Additionally, we respectfully advise the staff
      that the reference to footnote “(4)” has been removed from the disclosure.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages xiii and xiv accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page xviii, 86, and 87 accordingly.

    Summary of the Proxy Statement/Prospectus Organizational Structure, page 8

                  July 21, 2023

                  Page 3

          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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 9 accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 31 and 201 accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 43 accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and confirm that any such purchase of NorthView shares will comply with the conditions indicated in Tender Offer Compliance and Disclosure
      Interpretation Question 166.01 (“C&DI Question 166.01”). In response to the Staff’s comments, we have also revised the disclosure on pages 67, 68, 71 and 131 accordingly to clarify that any public shares purchased by the Sponsor or affiliates of
      NorthView will be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. We also respectfully inform the Staff that, to the extent the Company makes any such purchases, the Company intends to file in a Current Report on
      Form 8-K the requisite information outlined in C&DI Question 166.01. With respect to the statement that the purpose of such share purchases could be to vote in favor of the business combination, we respectfully inform the Staff that we have
      removed such statement from pages 67 and 68.

    There is a risk that the new 1% U.S. federal excise tax may be imposed . . ., page 72

                  July 21, 2023

                  Page 4

          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 impact of the excise tax.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 75 accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 81 accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 95 accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 103 accordingly.

    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.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 108 through 109 accordingly.

    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 presented.

    RESPONSE: We respectfully inform the
        Staff that Profusa initially prepared projections that were used in connection with negotiations leading up to the Letter of Intent entered into with the Company. The Company and Profusa initially discussed these projections with the Company in
        late May and early June 2022 as part of the Company’s ongoing due diligence effort. Following the execution of the Letter of Intent, Profusa prepared an updated financial forecast in late June 2022. Profusa then prepared and delivered an updated
        financial forecast to the Company on October 6, 2022, to reflect delays in the expected timing of increases in revenue and operating profit. The seven-year timeframe of the projections was selected as Profusa’s management and its advisors
        considered the expected to launch a new product in 2024 and considered it reasonable for the projections to include a five-year forecast following such product launch in order to reflect the associated growth and maturation of the revenue cycle of
        such product.  This updated financial forecast served as the basis of the Company Board’s decisions to proceed with entering into the Merger Agreement and are the basis of the projections presented in the Registration Statement. We further advise
        the staff that Marshall & Stevens Transaction Advisory Services LLC, in preparing their fairness opinion, extended the projection period by three years in order to reduce the growth rate to reflect an expected ramp-down in revenue growth to a
        growth rate of approximately 9.4% in 2031 and an expected long term growth rate of 2.5% in the terminal period.

    Additionally, we confirm that the projections continue to reflect management's views of future performance, however further delays in capital fundraising would be expected to delay the projected increases revenue. As such, the Company a