CORRESP Filing
Profusa, Inc.
Date: May 8, 2025 · CIK: 0001859807 · Accession: 0001213900-25-041152
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269417
Letter
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
May 8, 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. 12 to Registration Statement on Form S-4 Filed April 25, 2025 File No. 333-269417
To Whom It May Concern:
The undersigned submits this letter on behalf of NorthView Acquisition Corporation ("NorthView") and Profusa, Inc. ("Profusa" and together with NorthView, the "Co-Registrants"). Contemporaneous with the submission of this correspondence, NorthView filed its Amendment No. 13 (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 a telephone conversation on May 6, 2025, the Amendment responds to the Staff's comments. For the convenience of the Staff, the comments provided by the Staff are posted below (in bold) and the Co-Registrants' response follows the comment.
Amendment No. 12 to Registration Statement on Form S-4 filed April 25, 2025
1. We note your disclosure on page 24 that your maximum redemption scenario assumes a remaining trust balance of $1.25 million at the time of the business combination based on an "informal agreement between Northview and 2 of its shareholders". Please revise your disclosure where appropriate to provide a brief description of the material terms of such informal agreement, including the identification of the shareholders and the date that such agreement was entered into. Please file such agreement as an exhibit to the registration statement or explain to us why you believe you are not required to do so. Refer to Item 601(b)(10) of Reg. S-K.
Response : The Co-Registrants acknowledge the Staff's comment and have revised the disclosure on pages 24, 187 and 196 of the Amendment. Additionally, the non-redemption agreement has been filed as exhibit 10.16 to the Amendment.
* * * * *
May 8, 2025
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
May 8, 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. 12 to Registration Statement on Form S-4
Filed April 25, 2025
File No. 333-269417
To Whom It May Concern:
The undersigned submits this letter on behalf of NorthView Acquisition
Corporation ("NorthView") and Profusa, Inc. ("Profusa" and together with NorthView, the "Co-Registrants").
Contemporaneous with the submission of this correspondence, NorthView filed its Amendment No. 13 (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 a telephone
conversation on May 6, 2025, the Amendment responds to the Staff's comments. For the convenience of the Staff, the comments provided
by the Staff are posted below (in bold) and the Co-Registrants' response follows the comment.
Amendment No. 12 to Registration Statement on Form S-4 filed
April 25, 2025
1.
We note your disclosure on page 24 that your maximum redemption scenario assumes a remaining trust balance of $1.25 million at the time of the business combination based on an "informal agreement between Northview and 2 of its shareholders". Please revise your disclosure where appropriate to provide a brief description of the material terms of such informal agreement, including the identification of the shareholders and the date that such agreement was entered into. Please file such agreement as an exhibit to the registration statement or explain to us why you believe you are not required to do so. Refer to Item 601(b)(10) of Reg. S-K.
Response : The Co-Registrants acknowledge the Staff's
comment and have revised the disclosure on pages 24, 187 and 196 of the Amendment. Additionally, the non-redemption agreement has been
filed as exhibit 10.16 to the Amendment.
* * * * *
May 8, 2025
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