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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

    March 4, 2024

    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. 6 to Registration Statement on Form S-4

            Filed January 16, 2024

            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. 7
      (the “Amendment”) to its Registration Statement on Form S-4 (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 January 30, 2024 (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. 6 to Registration Statement on Form S-4 filed January 16, 2024

    Impact of the Business Combination and Convertible Securities on New Profusa’s Public Float, page 7

          1.

            We note your disclosures in this tabular presentation and elsewhere in the filing that the shares to be issued under the Convertible Bridge Loan and NorthView Working Capital loans will be converted at prices
              substantially below the redemption price. We also note your disclosure on page 160 that New Profusa is seeking to issue and sell 500,000 shares of New Profusa Common Stock in exchange for $2.0 million in proceeds, which implies a per share
              price of $4.00. Please more fully address these transactions, including under risk factors, since the conversion rates and PIPE pricing seem to indicate the redemption price exceeds the fair value of the shares being issued. In addition,
              reconcile your disclosure regarding your PIPE on page 160 to your disclosure on page xviii that “NorthView expects that there will be no material differences between the terms and price of securities issued at the time of the IPO and the
              securities issued to any PIPE investors at the time of the Business Combination.”

    Response: We acknowledge the Staff’s comment and have revised the disclosure on page 85.

                  Jack Stover

                  NorthView Acquisition Corporation

                  March 4, 2024

                  Page 2

    We further advise the Staff that the previously contemplated “PIPE” transaction is not expected to be consummated. The Company has included disclosure regarding a new proposed transactions with Vellar Opportunities Fund Master, Ltd. and potential other investors, as further described in the Amendment.

    Revenue Assumptions, page 132

          2.
          We note your response to prior comments 3 and 4. Please expand your disclosure to discuss your calculation of the potential rates for your Lumee Glucose and Lumee
              Oxygen products, including any relevant assumptions underlying such calculations. Please also revise footnote 11 on page 133 to provide an updated website address relating to your expected growth rate for Lumee Glucose for 2025.

    Response: We acknowledge the Staff’s comment and have revised the disclosure on pages 131 accordingly.

    Description of the Transactions, page 159

          3.

            We note your revised disclosure in response to prior comment 6 that several draft term sheets for a possible ELOC and Convertible Note with Arena were exchanged and discussed between August 15, 2023 and September
              11, 2023. Please expand your disclosure relating to the evolution of the proposed financing arrangement, including whether any changes were made to material terms of the proposed financing, 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.

    Response: We acknowledge the Staff’s comment and have revised the disclosure on pages 159 through 161. We further advise the Staff that discussions regarding the previously contemplated “PIPE” transaction have
      terminated and the Company has been revised such disclosure to include the proposed transactions with Vellar Opportunities Fund Master, Ltd. and other investors, as further described in the Amendment, pursuant to
      the binding term sheet included as Exhibit 10.9.

    Unaudited Pro Forma Condensed Combined Financial Information, page 159

          4.

            On page 162 as part of the pro forma financial information, you discuss a $2.0 million loan agreement with Arena. In other disclosures, including on pages xvii and 120, the disclosures related to Arena refer to
              different amounts, specifically a $3.3 million drawdown at close. Please summarize the terms of the financing arrangements with Arena in your pro forma financial information, how you determined the amounts that should be reflected related to
              these arrangements in your pro forma financial information, and your basis for reflecting the Arena transactions in your pro forma financial information if the arrangements have not yet been finalized.

    Response: We acknowledge the Staff’s comment and have revised the disclosure on pages 159 through 161. We further advise the Staff that discussions regarding the previously contemplated “PIPE” transaction have
      terminated and the Company has been revised such disclosure to include the proposed transactions with Vellar Opportunities Fund Master, Ltd. and other investors, as further described in the Amendment, pursuant to
      the binding term sheet included as Exhibit 10.9.

          5.

            We note your response to prior comment 9 and have the following comments:

          •

            Article 11 of Regulation S-X has been revised to eliminate the requirement that pro forma adjustments to the statement of operations have a continuing impact on consolidated results of operations and adjustments
              for non-recurring items are now required in the pro forma consolidated statement of operations if they represent transaction adjustments related to the merger. Accordingly, we reissue our prior comment; and

          •

            Specifically address how you are accounting for the Inducement Shares issued in connection with the Senior Convertible Promissory Notes and the Working Capital loan.

                  Jack Stover

                  NorthView Acquisition Corporation

                  March 4, 2024

                  Page 3

    Response: The Company respectfully advises the Staff that, as discussions with Arena have terminated and the previously contemplated Arena transactions are no longer expected to be consummated, the Company has
      revised the pro forma adjustments. The Company further advises the Staff that the Company’s $1.5 million working capital loan bears no interest, and thus has not been added to the proforma income statement.  Tickmark (FF) in the proforma income
      statement has now been updated to present the 12% interest which accrues on the Profusa $1.5 million convertible note.

    The Company further advises that all shares have been accounted for as newly issued shares in the pro forma common stock reconciliation.  Since the Company’s prior S-4/A filing, the Company has determined that
      inducement shares are unlikely to be issued for the Senior Convertible Promissory Notes or the NorthView Working Capital Loan. As such, the inducement shares have been removed from the proforma presentation.

          6.

            We note your response to prior comment 6. With reference to the specific terms of the JV agreement, the license agreement and the authoritative literature you are relying on, please more fully explain why you
              believe the $6 million represents consideration for the sale of a 60% interest in the JV rather than revenue recognized pursuant to ASC 606.

    Response:

    Disclaimer as to the preliminary nature of the JV and License Agreements

    Management respectfully advises the Staff that, although the closing of the business combination with Profusa is contingent upon consummation of the transactions contemplated by the “JV agreement” and related license
      agreement (i.e., requiring pro forma presentation pursuant to Article 11), the JV agreement, license agreement and any other related agreements have not been executed and are still preliminary. As a result, management’s judgments regarding the
      accounting treatment for the JV and related agreements are also preliminary. However, on a preliminary basis pro forma basis, management presented the assumption that the combined company and Tasly have contracted, through the “JV” arrangement, to
      develop the Licensed Products in a manner that will allow the parties to such contract to share the related risks and benefits (i.e., they are developing an asset in a collaborative arrangement) rather than on an equal basis as would be contemplated
      by a true joint venture as defined in ASU 2023-05.

    Description of the terms of the JV and License Agreements

    Under the terms of the Binding Term Sheet for APAC Joint Venture, as amended (“APAC JV” or “JV”) it is intended that Profusa (and therefore the combined company) will set up a wholly-owned subsidiary in Singapore (the
      “JV”) to develop and commercialize the Lumee Glucose and Lumee Oxygen medical device products (the “Licensed Products”) previously under development by the Company. The Company will then grant the JV, in the form of a capital contribution from the
      Company, a License to the Licensed Products. Subsequent to the contribution of the License to the JV, it is intended that Tasly will acquire 60% of the issued share capital of the JV from the Company.

    It is intended by the parties that the License granted to the JV will be in the form of an irrevocable, exclusive, perpetual, sub-licensable and assignable license in Asia Pacific regarding (i) the rights to use,
      implement, develop and improve the Licensed IP; (ii) the rights to develop, manufacture, register (as the market authorization holder), distribute, sell, and promote the Licensed Products. The Company will enter into a Licensing Agreement (“LA”) with
      the JV that may only be terminated at the sole discretion of the JV.

    Conditional upon the valuation of the License being no less than $10 million, Tasly agrees to purchase ordinary shares representing 60% of the total issued share capital of the JV for a purchase price equal to $6
      million. As consideration for the contributed License, it is contemplated that the Company will then be entitled to License fees from the JV in the form of a 5% royalty on Net Sales of the Licensed Products or 30% of proceeds received by the JV from
      sub-licensing arrangements should the JV successfully commercialize the Licensed Products in Asia Pacific.

    Under the terms of the License Agreement the JV intends to obtain an exclusive license from the Company to any and all Intellectual Property Rights used by or related to the Licensed Products (the “Licensed IP”) and to
      all related Licensed Patents, Licensed Know-How and Licensed Software (the “Licensed Technology”). The License granted to the JV is to be granted in the form of an irrevocable, exclusive, perpetual, royalty bearing, sublicensable and fully
      transferable license to (i) use, implement, develop and improve the Licensed Technology and (ii) Develop, Manufacture and Commercialize the Licensed Products solely within the Licensed Territory (the “License”).

                  Jack Stover

                  NorthView Acquisition Corporation

                  March 4, 2024

                  Page 4

    Within ten days of executing the Shareholders Agreement between Tasly, Profusa and the JV, whereby Tasly acquires 60% of the issued share capital of the JV, the Parties shall establish a joint steering committee (the
      “JSC”) for the overall coordination of all major activities associated with the Development and Manufacturing of the Licensed Products under the License Agreement and to facilitate communications between the parties.

    The JSC shall be comprised of an equal number of representatives from each Party with each Party’s representatives having sufficient seniority to make decisions arising within the scope of the JSC’s responsibilities. The
      JSC is only intended to be an advisory and communication body between the parties and will not have the authority to override the decision-making authority arising from the JV Agreement or the License Agreement. As described above, the Company is
      expected to receive royalties on Net Sales of the JV and a percentage of sublicensing proceeds received by the JV as compensation for the License contributed to the JV.

    Discussion of Preliminary Accounting analysis and judgments

    In arriving at the preliminary conclusion that the $6 million, to be paid by Tasly in return for 60% of the issued share capital of the JV, represents consideration for an equity interest in the JV entity, and not
      revenue to be recognized from a customer contract pursuant to ASC 606, management has considered the following authoritative literature:

    A fundamental requirement for revenue recognition under ASC 606 is that an entity have an enforceable contract with a “customer”. The Standard defines “customer” as “a party that has contracted with an entity to obtain
      goods or services that are an output of the entity’s ordinary activities in exchange for consideration”.

    Under the terms of the preliminary agreements, Tasly, the only third-party to the JV transaction, will enter into a contract to obtain a 60% equity interest in the JV entity and will not enter into an agreement to
      directly obtain goods or services that are the output of the Company’s ordinary activities. The $6 million of consideration to be received from Tasly, takes into account not only the value of the license but also the JV entity’s other assets and
      liabilities and future earning potential.

    Also, pursuant to ASC 606-10-25-23 an entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or services (that is, an asset) to a customer. An asset is
      transferred when (or as) the customer obtains control of that asset.

    The Standard further explains, “Control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other
      entities from directing the use of, and obtaining the benefits from, an asset. The benefits of an asset are the potential cash flows (inflows or savings in outflows) that can be obtained directly or indirectly in many
        ways, such as by:

      a. Using the asset to produce goods or provide services (including public services)

      b. Using the asset to enh