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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 29, 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. 7 to Registration Statement on Form S-4

            Filed March 5, 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. 8
      (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 March 22, 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. 7 to Registration Statement on Form S-4 filed March 5, 2024

    Risk Factors

    The issuance of NorthView or New Profusa Common Stock to Vellar ... , page 80

          1.

            We note your disclosure that “it is anticipated that immediately following completion of the Business Combination, if there are no additional redemptions by NorthView’s public stockholders, Vellar and the other
              investor will together own approximately 17.4% of the outstanding New Profusa Common Stock or, if there are redemptions by NorthView’s public stockholders up to the maximum level presented for the Business Combination in the accompanying
              proxy statement/prospectus, Vellar and the other investor will own approximately 18.0% of the outstanding New Profusa Common Stock.” Please revise your table on page xiii to more clearly reflect the impact of the issuance of New Profusa
              Common stock to Vellar and the other investor pursuant to the CSED, consistent with the disclosure in this risk factor.

    Response: The Company acknowledges the Staff’s comment and has updated the table on page xiv of the Amendment, as repeated throughout the document, to show the ownership associated
        with the Recycled Shares together with the Stock Subscription Shares.

            Jack Stover

            NorthView Acquisition Corporation

            March 29, 2024

            Page 2

    Background to Discussions with Financing Sources, page 119

          2.

            We note your revised disclosure in response to prior comment 3. Please revise your disclosure to address the following comments:

          •

            You disclose on page 119 that NorthView management entered into an NDA in August 2022 with representatives of Cohen & Company’s affiliate, Vellar, to discuss the private placement in connection with the SPAC
              business combination, and concluded in April 2023 that Vellar was “not able to commit to an investment at that time.” Please describe in greater detail the negotiation and marketing process for the private placement with Vellar, including who
              identified and selected the potential PIPE investors, and what relationship Cohen and/or Vellar have to the SPAC, the Sponsor, Profusa and its affiliates. We refer to your disclosure on page 121 that NorthView received further notice from
              Vellar in early February 2024 through its relationship with HCW;

    Response: The Company acknowledges the Staff’s comment and has revised the section entitled “Background to Discussions with Financing Sources” on pages 119 to 123 of the Amendment
        to provide greater detail of the negotiation and marketing process. The Company has also added a more detailed timeline, as NorthView’s introduction to Vellar and the most recent PIPE and CSED financing discussions that started on January 28, 2024,
        which was initiated during HCW’s marketing process of Profusa’s private PIPE offering.

          •

            We note your disclosure on page 121 that Vellar notified Profusa and NorthView in early February 2024 of its continued interest in a private placement investment. This statement appears to be inconsistent with
              your disclosure that Vellar held a meeting with NorthView and Profusa’s management on January 29, 2024 and again on February 5, 2024 with “another investor.” Please revise your disclosures to address this inconsistency;

    Response: The Company acknowledges the Staff’s comment and has revised the “Background to Discussions with Financing Sources” section on page 122 of the Amendment to update,
        provide greater detail and address the date inconsistencies starting with “Through their relationship with HCW, Profusa and NorthView received notice on January 26, 2024 that Vellar would like to reengage in financing discussions, if it was
      not too late.”

          •

            We note your disclosure on page 121 that various drafts of the term sheet were exchanged with Vellar between February 7 and February 14, 2024. Please revise to provide additional detail regarding the changes to
              the material terms for each such draft exchanged between the parties;

    Response: The Company acknowledges the Staff’s comment and has revised the “Background to Discussions with Financing Sources“ section on page 122 of the Amendment to provide
        additional detail regarding the changes in material terms for each draft exchange between the parties.

          •

            We refer to your disclosure on pages xviii and 6 that Vellar is expected to syndicate the Stock Subscription and CSED transactions to partner with another investor, but no such party has been determined yet.
              Please clarify whether the financing is conditioned upon Vellar syndicating the transactions. You also reference on page 121 that Vellar intends to partner with “Atalaya” and requested your approval of such partnership, which you provided.
              Please clarify whether Atalaya has agreed to partner with Vellar as the additional private investor and revise your disclosure accordingly. If applicable, please disclose what relationship Atalaya has to Vellar, NorthView, the Sponsor,
              Profusa and its affiliates;

    Response: The Company acknowledges the Staff’s comment and has revised the “Background to Discussions with Financing Sources” section on page 123 of the Amendment. The Company
      further advises the Staff that the financing is not conditioned upon Vellar syndicating the transactions; however, the size and timing of funding of the transaction may differ if Vellar is not able to find a co-investor.

            Jack Stover

            NorthView Acquisition Corporation

            March 29, 2024

            Page 3

          •

            We refer to your disclosure on page 122 that HCW contacted Arena on February 16, 2024 to terminate further negotiation regarding potential financings through Arena, including the $150 million ELOC. We also note
              that the binding term sheet with Vellar provides that the financing does not include any ELOCs. However, you disclose on page 121 that due to the private placement investment of $5 million and ELOC, Vellar had decided to partner with another
              investor. Please reconcile your disclosure as appropriate;

    Response: The Company acknowledges the Staff’s comment and has revised the Background to Discussions with Financing Sources section on pages 122 and 123 of the Amendment to address
        the inconsistency of the statement regarding the ELOC.

          •

            You disclose that Vellar asked that Management consider making a tender offer to outstanding Rights shareholders, and that Management was supportive of the concept subject to reasonable cost/benefit analysis and
              the Company and would consider an offering prior to close of the business combination. Please disclose whether this tender offer is a condition to the financing, and tell us whether the company intends to conduct this tender offer; and

    Response: The Company acknowledges the Staff’s comment and has revised the Background to Discussions with Financing Sources section on page 124 of the Amendment.

          •

            You disclose on page 162 that you are continuing to seek additional private placement funds of $3 million from other private investors. Please clarify the current status of discussions and negotiations regarding
              the contemplated Vellar transactions and the additional private placement. To the extent that negotiations and marketing processes for such financings are ongoing, please disclose material details of those processes, including who has
              selected or will select the .potential investors; when selected, the relationships the private investors have to NorthView, the Sponsor, Profusa and their affiliates, and the placement agent, if any; and how the terms of the transactions were
              determined, as applicable.

    Response: The Company acknowledges the Staff’s comment and has revised the Background to Discussions with Financing Sources section on page 122 and Description of the
      Transaction section on page 164 of the Amendment to reflect that the parties are not currently in discussions with other private investors.

            3.

              We note your disclosure that the consummation of the Stock Subscription will be conditioned upon, among other things, “the shares of New Profusa Common Stock that will be received by Vellar upon the Closing
                pursuant to the Stock Subscription shall have been registered under this proxy statement/prospectus and shall be freely tradable by Vellar without restriction.” Please provide your legal analysis as to why it is appropriate to register the
                primary issuance of such shares. In this regard, it appears that you commenced the offering of securities to Vellar privately and are attempting to complete the offering through a public offering. Please note that a transaction that
                commenced privately cannot be converted to a registered offering. For guidance, refer to Questions 134.02, 134.03, and 139.09 of our Securities Act Sections Compliance and Disclosure Interpretations.

    Response: The Company acknowledges the Staff’s comment and has revised its disclosure on page 124 of the Amendment. The Company has also revised the Amendment to provide
        clarifications that conversations with Vellar regarding the private offering by Profusa did not commence until January 2024.

    Additionally, the Company respectfully advises the Staff that Vellar is acquiring shares of the target, Profusa, and not from the Company. After Vellar and Profusa’s other shareholders make an
      investment decision regarding the approval of the merger with the Company and its subsidiary, NV Merger Sub, Vellar will receive shares of the Company’s common stock in the same manner as the other Profusa shareholders. As such, so there is no
      primary issuance of shares by the registrant outside of the merger consideration in this instance.

            Jack Stover

            NorthView Acquisition Corporation

            March 29, 2024

            Page 4

    Revenue Assumptions, page 133

          4.

            We note your revised disclosure on page 133 in response to prior comment 2, which we reissue in part. Please revise to describe the specific assumptions related to “market coverage through distribution and
              commercial partners, and practicality of that coverage through our contemplated commercial network.”

    Response: The Company acknowledges the Staff’s comment and has updated the “Revenue Assumptions” section on page 135 of the Amendment.

    Unaudited Pro Forma Condensed Combined Financial Information, page 161

          5.

            We note your response to comment 6. Once the terms of the JV and license agreement are finalized, please update your response accordingly.

    Response: The Company acknowledges the Staff’s comment and confirms that the agreements have not yet been finalized.

          6.

            In regards to the Vellar Transactions, please address the following:

          •

            Vellar is expected to syndicate the transactions to partner with another investor, however no such party has been determined yet. Expand your disclosures to address what will happen if Vellar is not able to
              identify an additional investor;

    Response: The Company acknowledges the Staff’s comment and has revised the “Background to Discussions with Financing Sources” section on page 123 to address the impact to the
        financing if Vellar is not able to identify an additional investor.

          •

            With reference to the authoritative literature you relied on, expand your disclosures to address how you will account for the cash-settled equity derivative transactions; and

    Response: The Company acknowledges the Staff’s comment and advises that the Company is in the process of negotiating the terms of the definitive agreements, and therefore the
      terms of the agreement are not yet finalized. Once the terms of the definitive agreement are finalized, the Company will analyze the accounting treatment of such agreements.

      In response to the Staff’s comment, the Company has revised its disclosure on page 167 of the Amendment. The Company is currently working through the preliminary guidance relating to a typical analysis for hybrid financial instruments. First,
        the Company is considering the separate units of account within the Vellar agreement and identifying whether each of the units of account are freestanding financial instruments under the guidance included in ASC 480, Distinguishing Liabilities from
        Equity, and whether any or all freestanding financial instruments represent liabilities pursuant to ASC 480. For components or units of account that are not freestanding financial instruments or that don’t appear to be liabilities pursuant to ASC
        480, management will then consider whether those units of account represent “derivative” instruments or embedded derivatives under ASC 815-40, Contracts in Entity’s Own Equity, and whether any such units determined to meet the definition of a
        derivative, which point management will go through an indexation analysis as well as “equity” classification guidance pursuant to ASC 815-40-25-7 through 25-10. Any unit(s) of account that do not qualify for an equity scope exception under ASC 815,
        will be accounted for as a derivative asset and/or liability and marked-to-market through earnings from the contract execution date through the final settlement of any/each such unit of account or through the settlement date in the case of the
        CSED.

      The Company plans to include all required disclosures including a description of the Company’s accounting analysis and related conclusions as well as the impact on the Company’s consolidated financial statements for all periods beginning with
        the date of contract execution and through the date tha