CORRESP Filing
Profusa, Inc.
Date: May 12, 2025 · CIK: 0001859807 · Accession: 0001213900-25-042228
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269417
Referenced dates: May 12, 2025
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 12, 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. 13 to Registration Statement on Form S-4 Filed May 9, 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. 14 (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 its letter dated May 12, 2025 (the "Comment Letter"), and addressed to Jack Stover, Chief Executive Officer of NorthView, and Ben Hwang, Chief Executive Officer of Profusa, the Amendment responds to the Staff's comment included in the Comment Letter. For the convenience of the Staff, the comment provided by the Staff is posted below (in bold) and the Co-Registrants' response follows the comment.
Amendment No. 13 to Registration Statement on Form S-4 filed May 9, 2025
1. We note your Item 4.01 Form 8-K filed on May 2, 2025, regarding the resignation of Marcum and engagement of CBIZ CPAs P.C. for the Registrant. Please provide the Item 304 disclosures in your Form S-4 pursuant to Item 14(i) of Form S-4. In addition, please tell us whether there was a similar change in accountants for Profusa, Inc. If so, please refer to General Instruction L.2. of Form S-4 and provide the disclosures and Exhibit 16 letter required by Item 304 of Regulation S-K for Profusa, Inc.
Response : The Co-Registrants acknowledge the Staff's comment and have revised the disclosure on pages 300 of the Amendment. Additionally, the Exhibit 16 letter has been filed as exhibit 16.1 to the Amendment.
* * * * *
NorthView Acquisition Corporation
Profusa, Inc.
May 12, 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
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
afslaw.com
Ralph De Martino
Partner
(202) 724-6848 direct
rdemartino@afslaw.com
May 12, 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. 13 to Registration Statement on Form S-4
Filed May 9, 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. 14 (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 its letter
dated May 12, 2025 (the "Comment Letter"), and addressed to Jack Stover, Chief Executive Officer of NorthView, and Ben Hwang,
Chief Executive Officer of Profusa, the Amendment responds to the Staff's comment included in the Comment Letter. For the convenience
of the Staff, the comment provided by the Staff is posted below (in bold) and the Co-Registrants' response follows the comment.
Amendment No. 13 to Registration Statement on Form S-4 filed
May 9, 2025
1.
We note your Item 4.01 Form 8-K filed on May 2, 2025, regarding the resignation of Marcum and engagement of CBIZ CPAs P.C. for the Registrant. Please provide the Item 304 disclosures in your Form S-4 pursuant to Item 14(i) of Form S-4. In addition, please tell us whether there was a similar change in accountants for Profusa, Inc. If so, please refer to General Instruction L.2. of Form S-4 and provide the disclosures and Exhibit 16 letter required by Item 304 of Regulation S-K for Profusa, Inc.
Response : The Co-Registrants acknowledge the Staff's comment
and have revised the disclosure on pages 300 of the Amendment. Additionally, the Exhibit 16 letter has been filed as exhibit 16.1
to the Amendment.
* * * * *
NorthView Acquisition Corporation
Profusa, Inc.
May 12, 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