Correspondence 0001213900-25-012358 from Profusa, Inc. (PFSA)
Profusa, Inc.
Date: Feb. 11, 2025 · CIK: 0001859807 · Accession: 0001213900-25-012358
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269417
Letter
Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission Attention: Jane Park NorthView Acquisition Corporation Amendment No. 9 to Registration Statement on Form S-4 Filed May 10, 2024 File No. 333-269417
Dear Member of the Commission Staff:
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. 10 (the “Amendment”) to its Registration Statement on Form S-4 (File No. 333-269417). Pursuant to verbal comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”), as discussed with the undersigned on or about June 14, 2024, the Amendment responds to the Staff’s comments.
Registration Statement on Form S-4
1. In response to the Staff’s verbal comment, the Company has refiled Exhibits 10.13 and 10.14 to the Registration in a searchable text format pursuant to the requirements of the Commission’s Edgar Filing Manual.
2. In response to the Staff’s verbal comment, the Company has included updated financial statements in the Amendment.
Additionally, the Company respectfully advises that Staff of the following:
3. The Company has entered into a definitive agreement related to the financing of the business combination contemplated by the Registration Statement, the terms of which have been disclosed in the Amendment.
4. The Company has included additional disclosure pursuant to the amendments and modifications to Regulation S-K, as such amendments and modifications became effective subsequent to the prior filing of the Amendment No. 9 to its Registration Statement.
* * * * *
Jack Stover
NorthView Acquisition Corporation
February 11, 2025
Page 2
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,
/s/ Ralph V. De Martino
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CORRESP
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filename1.htm
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
February 11, 2025
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. 9 to Registration Statement on Form S-4
Filed May 10, 2024
File No. 333-269417
Dear Member of the Commission Staff:
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. 10 (the “Amendment”) to its Registration Statement on Form S-4 (File No. 333-269417). Pursuant
to verbal comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Commission”), as discussed with the undersigned on or about June 14, 2024, the Amendment responds
to the Staff’s comments.
Registration Statement on Form S-4
1. In response to the Staff’s verbal comment, the Company
has refiled Exhibits 10.13 and 10.14 to the Registration in a searchable text format pursuant to the requirements of the Commission’s
Edgar Filing Manual.
2. In response to the Staff’s verbal comment, the Company
has included updated financial statements in the Amendment.
Additionally, the Company respectfully advises that Staff of the following:
3. The Company has entered into a definitive agreement related
to the financing of the business combination contemplated by the Registration Statement, the terms of which have been disclosed in the
Amendment.
4. The Company has included additional disclosure pursuant to
the amendments and modifications to Regulation S-K, as such amendments and modifications became effective subsequent to the prior filing
of the Amendment No. 9 to its Registration Statement.
* * * * *
Jack Stover
NorthView Acquisition Corporation
February 11, 2025
Page 2
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,
/s/ Ralph V. De Martino
Ralph V. De Martino
RVD/mc
cc: Jack Stover