Correspondence 0001213900-22-082311 from Profusa, Inc. (PFSA)
Profusa, Inc.
Date: Dec. 22, 2022 · CIK: 0001859807 · Accession: 0001213900-22-082311
AI Filing Summary & Sentiment
File numbers found in text: 001-41177
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