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Correspondence 0001213900-22-082311 from Profusa, Inc. (PFSA)

Profusa, Inc.
Date: Dec. 22, 2022 · CIK: 0001859807 · Accession: 0001213900-22-082311

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File numbers found in text: 001-41177

Date
December 22, 2022
Author
ArentFox Schiff LLP
Form
CORRESP
Company
Profusa, Inc.

Letter

ArentFox Schiff LLP

K Street NW

Washington, DC 20006

202.857.6000 main

202.857.6395 fax

December 22, 2022 afslaw.com

By EDGAR Submission Cavas S. Pavri

Partner

Securities and Exchange Commission 202.724.6847 direct

Division of Corporation Finance cavas.pavri@afslaw.com

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ameen Hamady

Kristi Marrone

Re: NorthView Acquisition Corp.

Form 10-K for the year ended December 31, 2021

Filed March 18, 2022

File No. 001-41177

To Whom It May Concern:

This letter is being submitted on behalf of NorthView Acquisition Corp. (the “Company”) in response to the comment letter, dated December 1, 2022, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s From 10-K for the year ended December 31, 2021 filed on March 18, 2022 (the “Form 10-K”).

The undersigned serves as counsel to the Company. For the convenience of the Staff, the comments included in the comment letter are posted below (in bold italics) and the Company’s response follows the comment.

Smart In

Your World®

December 22, 2022

Page 2

Form 10-K for the year ended December 31, 2021 filed March 18, 2022

General

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.

We hereby represent to the Staff that the Company’s sponsor is not a non-U.S. person, is not controlled by a non-U.S. person, and does not have substantial ties with a non-U.S. person. Furthermore, we are of the view that insofar as the Company’s sponsor is not a non-U.S. person, is not controlled by a non-U.S. person, and does not have substantial ties with a non-U.S. person, the risks referred to in the Staff’s comment do not represent material risks to the registrant or its shareholders, and as a result no additional risk disclosure has been added to the Form 10-K.

* * *

Should you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

Sincerely,
ArentFox Schiff LLP

Show Raw Text
CORRESP
1
filename1.htm

    ArentFox Schiff LLP

                           1717
K Street NW

                           Washington,
DC 20006

    202.857.6000 main

    202.857.6395 fax

    December 22, 2022
    afslaw.com

    By
    EDGAR Submission
    Cavas S. Pavri

    Partner

    Securities and Exchange Commission
    202.724.6847       direct

    Division of Corporation Finance
    cavas.pavri@afslaw.com

    Office of Real Estate & Construction

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention:
    Ameen Hamady

    Kristi Marrone

    Re:
    NorthView Acquisition Corp.

    Form 10-K for the year ended December 31, 2021

    Filed March 18, 2022

    File No. 001-41177

To
Whom It May Concern:

This
letter is being submitted on behalf of NorthView Acquisition Corp. (the “Company”) in response to the comment letter,
dated December 1, 2022, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s From 10-K for the year ended December 31, 2021 filed
on March 18, 2022 (the “Form 10-K”).

The
undersigned serves as counsel to the Company. For the convenience of the Staff, the comments included in the comment letter are posted
below (in bold italics) and the Company’s response follows the comment.

Smart In

Your World®

    December 22, 2022

Page 2

Form
10-K for the year ended December 31, 2021 filed March 18, 2022

General

 1. With
                                            a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has
                                            substantial ties with a non-U.S. person. If so, also include disclosure that addresses how
                                            this fact could impact your ability to complete your initial business combination. For instance,
                                            discuss the risk to investors that you may not be able to complete an initial business combination
                                            with a U.S. target company should the transaction be subject to review by a U.S. government
                                            entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
                                            prohibited. Disclose that as a result, the pool of potential targets with which you could
                                            complete an initial business combination may be limited. Further, disclose that the time
                                            necessary for government review of the transaction or a decision to prohibit the transaction
                                            could prevent you from completing an initial business combination and require you to liquidate.
                                            Disclose the consequences of liquidation to investors, such as the losses of the investment
                                            opportunity in a target company, any price appreciation in the combined company, and the
                                            warrants, which would expire worthless. Please include an example of your intended disclosure
                                            in your response.

We
hereby represent to the Staff that the Company’s sponsor is not a non-U.S. person, is not controlled by a non-U.S. person, and
does not have substantial ties with a non-U.S. person. Furthermore, we are of the view that insofar as the Company’s sponsor is
not a non-U.S. person, is not controlled by a non-U.S. person, and does not have substantial ties with a non-U.S. person, the risks referred
to in the Staff’s comment do not represent material risks to the registrant or its shareholders, and as a result no additional
risk disclosure has been added to the Form 10-K.

*      *      *

Should you
have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    ArentFox Schiff LLP

    /s/ Cavas
    Pavri

    Cavas Pavri

    cc:
    Jack Stover, Chief Executive Officer