Correspondence 0001213900-25-017649 from Profusa, Inc. (PFSA)
Profusa, Inc.
Date: Feb. 27, 2025 · CIK: 0001859807 · Accession: 0001213900-25-017649
AI Filing Summary & Sentiment
Reasoning
Letter
Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission Attention: Jane Park Re: NorthView Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed February 18, 2025
Dear Ms. Park:
The undersigned serves as counsel to NorthView Acquisition Corporation (“NorthView” or the “Company”). We are writing to submit the Company’s response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission as set forth during a telephone discussion with the Staff on February 26, 2025, relating to the Company’s preliminary proxy statement on Schedule 14A filed via EDGAR on February 18, 2025.
In response to the Staff’s comment, the Company is filing a revised preliminary proxy statement to Schedule 14A contemporaneous with this correspondence. For the convenience of the Staff, your comment is included below (in bold) and the Company’s response follows.
Preliminary Proxy Statement on Schedule 14A
1. We note your disclosure on page 14 showing the date and amount of extension payments made to date, including the footnote noting certain late payments. Please tell us whether these late payments resulted in any penalties or liabilities based on your organizational documents and include risk factor disclosures describing any material risk related to these late payments. Please also clarify the party that contributed the funds noted in the chart and why these payments were late.
Response: The Company acknowledges the Staff’s comment and has included additional disclosure on page 15 of the revised proxy statement and an additional risk factor on page 23 of the revised proxy statement in response to the Staff’s comment.
* * * * *
Fred Knechtel
NorthView Acquisition Corporation
February 27, 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 matter.
Respectfully submitted,
/s/ Ralph V. De Martino
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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
February 27, 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
Re:
NorthView Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed February 18, 2025
Dear Ms. Park:
The undersigned serves as counsel to NorthView
Acquisition Corporation (“NorthView” or the “Company”). We are writing to submit the Company’s response
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange
Commission as set forth during a telephone discussion with the Staff on February 26, 2025, relating to the Company’s preliminary
proxy statement on Schedule 14A filed via EDGAR on February 18, 2025.
In response to the Staff’s comment, the
Company is filing a revised preliminary proxy statement to Schedule 14A contemporaneous with this correspondence. For the convenience
of the Staff, your comment is included below (in bold) and the Company’s response follows.
Preliminary Proxy Statement on Schedule 14A
1. We note your disclosure on page 14 showing the date and amount of extension payments made to date, including the footnote noting
certain late payments. Please tell us whether these late payments resulted in any penalties or liabilities based on your organizational
documents and include risk factor disclosures describing any material risk related to these late payments. Please also clarify the party
that contributed the funds noted in the chart and why these payments were late.
Response: The Company acknowledges
the Staff’s comment and has included additional disclosure on page 15 of the revised proxy statement
and an additional risk factor on page 23 of the revised proxy statement in response to the Staff’s
comment.
* * * * *
Fred Knechtel
NorthView Acquisition Corporation
February 27, 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 matter.
Respectfully submitted,
/s/ Ralph V. De Martino
Ralph V. De Martino
RVD/mc
cc: Fred Knechtel