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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

    October 6, 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

            Katherine Bagley

            Re:

            NorthView Acquisition Corporation

            Amendment No. 3 to Registration Statement on Form S-4

            Filed September 12, 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. 4 (the “Amendment”)
      to its Registration Statement on Form S-4 filed on October 6, 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 September 25, 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. 3 to Form S-4 Filed September 12, 2023

    Background to Negotiation of Material Terms of the Profusa Transaction, page 109.

          1.

            We acknowledge your response to our prior comment 3, including your response that “H.C. Wainwright . . . made no recommendations regarding (i) the value of Profusa, (ii) whether or not NorthView should proceed
              with the business combination, or (iii) the fairness of the business combination.” We refer to Item 4(b) of Form S-4, which applies to any “report, opinion or appraisal materially relating to the transaction [that] has been received from an
              outside party” and is referred to in the prospectus. Please provide us with a detailed legal analysis of whether the preliminary valuation report and projections prepared by H.C. Wainright constitutes a report or appraisal materially related
              to the business combination, as described by Item 4(b) of Form S-4, and if so, please provide the information required by Item 1015(b) of Regulation M-A.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 122 accordingly.

              October 6, 2023

              Page 1

          2.

            We note your revised disclosure in response to our prior comment 4, which we reissue in part. Please revise your disclosure to clarify that the $155 million valuation, including the negotiation of the earnout
              shares, was below the valuation provided by Marshall & Stevens, expand your discussion to explain the difference in the valuations and describe the reasons underlying NorthView management’s determination that such valuation was
              “reasonable” at the time.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 109 and 110 accordingly.

          3.

            As a related matter, we note your revised disclosure that “[a]s the Updated Projections merely reflect a delay in consummating the Business Combination and raising additional capital that would be needed to
              support growth initiatives, NorthView’s Board did not request that Marshall & Stevens revise or update its fairness opinion to reflect the Updated Projections.” While the Board did not request that Marshall & Stevens revise or update
              its fairness opinion to reflect the Updated Projections, please amend your disclosure to clarify, given the updated projections, the basis for the Board determining that the purchase price to be paid by NorthView for Profusa continues to be
              fair to NorthView from a financial point of view.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 115 and 126 accordingly.

    Updated Projections, page 121

          4.

            We note that the only revenue recorded by Profusa during the two years ended December 31, 2022 and six months ended June 30, 2023 was in the form of government grant revenues. In this regard, please address the
              following:

          •

            Please disclose the basis for providing projections for a ten year period given the limited operations of Profusa; and

          •

            Please explain how management and the Board considered and relied upon the projections. Explain how they assessed their reasonableness, particularly in light of the limited operations of Profusa.

    RESPONSE: We acknowledge the Staff’s comment and respectfully advise the Staff that Profusa initially delivered projections for a seven-year period to NorthView. However, as disclosed in the Registration Statement, the
      Marshall & Stevens noted that the ending growth rate for such projections was above that of a maturing company and applied a “ramp-down” in the revenue growth rate for an additional three years of projections before arriving at a terminal value.
      The basis for providing a seven-year projection was to allow enough time for Profusa’s product revenue to mature, and upon providing the Updated Projections, Profusa decided to applied the same three year “ramp-down” in growth rate that Marshall
      & Stevens had applied to Profusa’s initial projections.

    Additionally, we advise the Staff that Northview’s management and Board did not place significant reliance on the later years of Profusa’s projections, and instead considered a variety of other qualitative factors in
      deciding to approve the business combination.

    We acknowledge the Staff’s comment and have revised the disclosure on pages 123 through 126 accordingly.

              October 6, 2023

              Page 2

          5.

            The projections show significant increases in revenues from $6 million in 2023 to $99.7 million in 2024 well as further significant increases to $485 million in 2027 and over a billion starting in 2029. Given the
              limited operations of Profusa, we would expect detailed disclosures in order for an investor to understand the reasonableness of the assumptions underlying the projections as well as the inherent limitations of the projections. In this
              regard, please address the following:

          •

            Please separately identify the projected revenue estimates for Lumee Oxygen and Lumee Glucose for each year. Specifically for each product, please also discuss all material assumptions and the basis for those
              assumptions used to develop the projections, including when each projection assumes each product candidate will obtain regulatory approval by market, the length of time from approval to commercial availability, assumptions about market
              acceptance / penetration rates, market growth rates, the impact of competition, and any other factors or contingencies that would affect the projections from materializing. To the extent the projections are based on multiple scenarios,
              discuss that fact, identify the various scenarios used, and how each scenario was weighted;

          •

            Lumee Glucose revenue numbers are cross-referenced and viability-checked with the patient launch numbers for an existing competitor Abbott. The patient numbers for Abbott at the end of 2018 after their launch in
              2017 are also disclosed. Please further clarify how the numbers for Abbott were relied upon in coming up with these projections. Please address the reasonableness of referencing Abbott’s patient launch numbers and address any limitations in
              relying on these numbers given that Abbott is an established, well-known international company with $43B in revenues; and

          •

            We note the discussion of various collaborations and partnerships which are expected to increase revenue. Please further clarify the assumed impact of these on the projected revenue amounts and your basis for
              these assumptions.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 123 to 126 accordingly.

          6.

            Please expand your disclosures to define EBITDA and Net Cash Flows and provide detailed information as to how these financial measures were calculated. Provide a description of the GAAP financial measures to
              which these measures are most closely related and explain why non-GAAP financial measures were used instead of GAAP measures.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 119 to 123 accordingly.

          7.

            Please disclose the material assumptions underlying your projected EBITDA and Net Cash Flow and explain the basis for those assumptions. This disclosure should include a discussion of the material underlying
              projected cost of sales, operating expenses and other expenses which are reflected in the determination of EBITDA and net cash flow.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 123 to 126 accordingly.

              October 6, 2023

              Page 3

    Information about NorthView, page 178

          8.

            We note your revised disclosure in response to our prior comment 7, which we reissue in part. Please revise the disclosure throughout your filing with respect to potential dilution related to the common stock
              portion of the marketing fee.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages xiii, xiv, xv, 6, 8, 20, 90, 95, 105, 137, 153, and 263 accordingly.

    Liquidity and Capital Resources, page 231

          9.

            We note your revised disclosure describing your junior notes. Please quantify the amount outstanding under these notes. Please ensure that your disclosure quantifies to amount outstanding of all relevant debt
              instruments discussed in this section.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 236 and 237 accordingly.

    APAC Joint Venture Term Sheet, page 239

          10.

            We note your revised disclosure in response to our prior comment 9, which we reissue. We refer to your disclosure on page 139 of “sub-teen double-digit royalties” on sales and “lower-mid double-digit royalties”
              on royalties. Please specify the amount of the upfront fee and revise your disclosure to give investors a reasonable range of the amount of the royalty rates that does not exceed ten percentage points.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 244 accordingly.

    * * * * *

              October 6, 2023

              Page 4

    If you have any comments or questions please feel free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300, and via email at
      ralph.demartino@afslaw.com.

    Thank you in advance for your prompt attention to this Correspondence and to the Amendment. We expect to file a Rule 461 request as soon as the Staff confirms that it has no further comments.

    Respectfully submitted,

    Ralph V. De Martino

    RVD/mc

    cc: Jack Stover