SecProbe.io

CORRESP
 1
 filename1.htm

 PROFUSA, INC.

 626 Bancroft Way

 Suite A

 Berkeley, CA 94710

 September 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Re:
 Profusa, Inc.

 Registration Statement on Form S-1

 File No. 333-289958

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Profusa, Inc. , a Delaware corporation (the
"Company"), hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 4:30 P.M. (Eastern Time) on September 26, 2025, or as soon thereafter as possible on such date.

 Very truly yours,

 Profusa, Inc.

 By:
 /s/ Ben C. Hwang, Ph.D.

 Name:
 Ben C. Hwang, Ph.D.

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 ArentFox Schiff LLP
1717 K Street, NW
Washington, DC 20006

 202.857.6000 main
 202.857.6395 fax

 afslaw.com

 Marc Rivera
Partner
202.350.3643 direct
marc.rivera@afslaw.com

 September 16, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, DC 20549

 Attention: Juan Grana and Jane Park

 Re:
 Profusa, Inc.

 Registration Statement on Form S-1

 Filed August 29, 2025

 File No. 333-289958

 Ladies and Gentlemen:

 This letter is being submitted
on behalf of Profusa, Inc. (the " Company ") in response to the comment letter, dated September 9, 2025, from the staff
of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ")
with respect to Registration Statement on Form S-1 filed on August 29, 2025 (the " Registration Statement "). Concurrently
with this response, the Company has filed Amendment No. 1 to the Registration Statement on Form S-1 pursuant to the Staff's comments
(the " Amended Registration Statement ").

 Registration Statement on Form S-1

 Questions and Answers about the Proposals

 1.
 We note your disclosure throughout the registration statement regarding your purchase of bitcoin, including your risk factor disclosures starting on page 54, your disclosures on page 80 that you intend to use the proceeds from your committed equity facility with Ascent entered into on July 28, 2025 for up to $100,000,000 of shares of your common stock "exclusively for the purchase of Bitcoin," and your statement on F-54 that "[as] of these June 30, 2025 financial statements, [you have] purchased $1.0 million of Bitcoin as part of [your] ongoing treasury strategy". Please disclose your current bitcoin and/or cryptocurrency holdings as of the date of the registration statement.

 RESPONSE:

 The following disclosure has been added on pages
 54, 58, and 90 of the Amended Registration Statement.

 As of the date of this prospectus, the Company
 has purchased $1.0 million of Bitcoin as part of the Company's ongoing treasury strategy, representing 8.53 Bitcoins.

 Should you have any questions regarding the foregoing, please do not
hesitate to contact Marc Rivera at (202) 350-3643.

 Sincerely,

 ARENTFOX SCHIFF LLP

 /s/ Marc Rivera

 By: Marc Rivera

 Enclosures

 cc:
 Ben Hwang, Profusa, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 9, 2025

Ben Hwang
Chief Executive Officer
Profusa, Inc.
626 Bancroft Way, Suite A
Berkeley, CA 94710

 Re: Profusa, Inc.
 Registration Statement on Form S-1
 Filed August 29, 2025
 File No. 333-289958
Dear Ben Hwang:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. We note your disclosure throughout the registration statement regarding
your
 purchase of bitcoin, including your risk factor disclosures starting on
page 54, your
 disclosures on page 80 that you intend to use the proceeds from your
committed
 equity facility with Ascent entered into on July 28, 2025 for up to
$100,000,000 of
 shares of your common stock "exclusively for the purchase of Bitcoin,"
and your
 statement on F-54 that "[as] of these June 30, 2025 financial
statements, [you
 have] purchased $1.0 million of Bitcoin as part of [your] ongoing
treasury strategy".
 Please disclose your current bitcoin and/or cryptocurrency holdings as
of the date of
 the registration statement.
 September 9, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Profusa, Inc.

 626 Bancroft Way
Suite A
Berkeley, CA 94710

 August 21, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Re: Profusa, Inc.

 Registration Statement
on Form S-1

 File No. 333-289461

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
Securities Act of 1933, as amended, Profusa, Inc., a Delaware corporation (the "Company"), hereby respectfully requests that
the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 P.M.
(Eastern Time) on August 25, 2025, or as soon thereafter as possible on such date.

 Very truly yours,

 Profusa, Inc.

 By:
 /s/ Ben C. Hwang

 Name: Ben C. Hwang

 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Ben Hwang
Chief Executive Officer
Profusa, Inc.
626 Bancroft Way
Suite A
Berkeley, CA 94710

 Re: Profusa, Inc.
 Registration Statement on Form S-1
 Filed August 11, 2025
 File No. 333-289461
Dear Ben Hwang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Profusa, Inc.
 626 Bancroft Way, Suite A
 Berkeley, CA 94710

 NorthView Acquisition Corp.
 207 West 25th St., 9th Floor
 New York, NY 10001

 May 13, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance

 100 F Street NE
Washington, D.C. 20549

 Re:

 NorthView Acquisition Corp.
 Profusa, Inc.

 Amendment No. 14 to Registration Statement on Form S-4

 Filed May 9, 2025

 File No. 333- 269417

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the Securities
and Exchange Commission promulgated under the Securities Act of 1933, as amended, NorthView Acquisition Corp. and Profusa, Inc. each
hereby respectfully request that the effective date of the above-captioned Registration Statement on Form S-4, as amended (the "Registration
Statement") be accelerated to, and that the Registration Statement be declared effective at, 4:00 p.m., Eastern Time, on May 14,
2025, or as soon as practicable thereafter.

 Please contact Ralph V. De Martino (email: ralph.demartino@afslaw.com or
telephone: (202) 724-6848) or Cody C. Boender (email: cody.boender@afslaw.com or telephone: (312) 258-5553) of ArentFox Schiff LLP or
Benjamin S. Reichel (email: breichel@egsllp.com or telephone: (646) 895-7160) or Nathan Hyman (email: nhyman@egsllp.com or telephone:
(212) 370-1300) of Ellenoff Grossman & Schole LLP with any questions and please notify one or more of them when this request for acceleration
has been granted.

 Very truly yours,

 Profusa, Inc.

 NorthView Acquisition Corp.

 By:
 /s/ Ben Hwang

 By:
 /s/ Fred Knechtel

 Name:
 Ben Hwang

 Name:
 Fred Knechtel

 Title:
 Chief Executive Officer

 Title:
 Chief Financial Officer

 cc:
 Ralph V. De Martino, ArentFox Schiff LLP

 Benjamin S. Reichel, Ellenoff Grossman & Schole LLP

 Cody C. Boender, ArentFox Schiff LLP

 Nathan Hyman, Ellenoff Grossman & Schole LLP

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001

Ben Hwang
Chief Executive Officer
Profusa, Inc.
626 Bancroft Way
Suite A
Berkeley, CA 94710

 Re: NorthView Acquisition Corporation
 Amendment No. 13 to Registration Statement on Form S-4
 Filed May 9, 2025
 File No. 333-269417
Dear Jack Stover and Ben Hwang:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 13 to Registration Statement on Form S-4 filed May 9, 2025
Experts, page 299

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,
 May 12, 2025
Page 2

 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.
 Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Ralph V. De Martino, Esq.
 Barry I. Grossman
</TEXT>
</DOCUMENT>

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 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

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

 April 25, 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. 11 to Registration Statement on Form S-4
 Filed April 3, 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. 12 (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 April 18, 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 comments included in the Comment Letter. For the convenience
of the Staff, the comments included in the Comment Letter are posted below (in bold) and the Co-Registrants' response follows each comment.

 Amendment No. 11 to Registration Statement on Form S-4 filed
April 3, 2025 Cover Page

 1.
 We note your revised disclosure on page 10 in response to prior comment 3, which we reissue in part. Please revise your Summary disclosure to describe any report, opinion, or appraisal that the NorthView Board considered in making its determination that the business combination is in the best interests of its shareholders. We refer to your disclosure on page 160 and Item 1604(b)(2) of Regulation S-K.

 Response : The Co-Registrants acknowledge the
Staff's comment and have revised the disclosure on page 10 of the Amendment.

 2. We refer to your revised disclosure in response to prior comment 4, which we reissue in part. With
respect to the convertible promissory note to the Sponsor and the PIPE financing, please revise your Summary disclosure to describe the
use of proceeds from these financing transactions and the dilutive impact on non-redeeming shareholders, if any. In your revised disclosure
in your prospectus summary, please include the disclosure required by Item 1604(c) of Regulation S-K, including the net tangible book
value per share, as adjusted, as if the selected redemption levels have occurred, and to give effect to, while excluding the de-SPAC transaction
itself, material probable or consummated transactions and other material effects on the SPAC's net tangible book value per share from
the de-SPAC transaction; and the difference between such offering price and such net tangible book value per share, as adjusted.

 Response : The Co-Registrants acknowledge the
Staff's comment and have revised the disclosure on pages 178 and 179 of the Amendment.

 3. We note your revised disclosure in response to prior comment 5, which we reissue in part. Please
revise to address the following comments relating to NorthView's Sponsor:

 ● We refer to your statement on page 8 that the Sponsor, its affiliates and promoters are not involved
in any other SPACs. Please revise to describe the prior experience, if any, of the Sponsor, its affiliates, and any of its promoters in
organizing SPACs; and

 ● We note your disclosure of the persons who have direct and indirect material interests in NorthView's
Sponsor. Please revise to describe the nature and amount of each such person's material interest in the Sponsor.

 Response : The Co-Registrants acknowledge the
Staff's comment and have revised the disclosure on page 8 of the Amendment.

 Unaudited Pro Forma Financial Information, page 177

 4. We note your response to comment 14. We note the additional disclosures provided on page 182 regarding
the additional conditions that must be met for the execution of the license agreement. In light of these conditions, please help us understand
how you determined that the execution of the JV and license agreements is probable and should be reflected in the pro forma financial
information. Refer to Rule 11-01(a)(8) of Regulation S-X.

 Response : The Co-Registrants acknowledge the
Staff's comment and have referred to Rule 11-01(a)(8) of Regulation S-X and guidance in SEC 4560 - Pro forma financial information.
The Co-Registrants confirm that this transaction meets both the criteria for a significant transaction and a probable transaction.

 The Co-Registrants note
that per Financial Reporting Manual Section 2005.4 "Probable" - Assessment of "probability" requires
consideration of all available facts. Acquisition is probable where registrant's financial statements alone would not provide
adequate financial information to make an investment decision. See FRC 506.02(c)(ii).

 The Co-Registrants
confirm that the JV agreement with Tasly is a transaction which is probable and is expected to commence following the consummation
of this reverse capitalization transaction. The Co-Registrants have determined that this transaction should be included in the pro
forma financial information as it has a material impact on the business and the financials, as it represents the sale of a
majority ownership (60%) in the combined company's licensed intellectual property and further includes go forward terms on
profit sharing upon commercialization in the APAC region. Secondly, this transaction will have a discrete material impact on the
financial statements through the settlement of the Tasly Convertible Loan of $1.9 million in principal and accrued interest
currently on the books.

 2

 Further, the Co-Registrants confirm that Profusa has entered into a
Binding Term Sheet for the APAC Joint Venture, and has the License Agreement and Joint Venture Agreement in final agreed form, which further
increases the probability under the applicable analysis. As Profusa and its APAC joint venture counterpart are in frequent communication
and have agreed to the form of the definitive documents for the joint venture, the transaction is highly probable and its closing is expected
to occur shortly after the closing of this reverse capitalization transaction between NorthView and Profusa.

 5. We note your response to comment 17. You also disclose that Profusa has conditionally waived the
Minimum Cash Amount condition to closing, contingent on NorthView having sufficient funds to satisfy Nasdaq's initial listing requirements
as of the Closing. As previously requested, please expand your disclosures to state the amount of funds that would be considered sufficient.

 Response : The Co-Registrants acknowledge the
Staff's comment and have revised the disclosure on pages xxiii, 4, 81, and 126 of the Amendment.

 6. We note that the holders of 532,958 shares of NorthView common stock exercised their right to redeem
in March 2025 for an aggregate redemption amount of approximately $6.5 million. It does not appear that this additional redemption has
been reflected in the pro forma financial information. Please advise or revise as necessary. Refer to Rule 11-01(a)(8) of Regulation S-X.

 Response : The Co-Registrants acknowledge the Staff's comment and have made
the appropriate updates in the pro forma financial information. Please refer to Tickmark (B) on the Pro forma Balance Sheet, which ties
out to the full trust balance per Northview's filed Annual Report on Form 10-K of $8.3 million. Additionally, we have added Tickmark
(V) to the Amendment in order to reduce the available trust balance by $6.5 million in the no redemption scenario, which represents the
March 2025 redemptions. In the "Maximum Redemption Scenario" column of the pro forma, is further adjusted by Tickmark (P)
to reflect additional redemptions.

 Liquidity and Capital Resources, page 264

 7. We note your revised disclosure that "[a]ny promissory notes that did have an initial maturity
date, which has passed, the Company has verbally agreed to pay off these loans upon the consummation of the business combination. The
Company is currently in default, and will repay all promissory notes in parallel with the closing of the transaction." Please revise
your risk factors to discuss the material risks, if any, related to this default.

 Response : The Co-Registrants acknowledge the Staff's comment and have revised
the disclosure on pages 45 and 270 of the Amendment.

 * * * * *

 3

 Jack Stover
 NorthView Acquisition Corporation
 April 25, 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

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 18, 2025

Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001

Ben Hwang
Chief Executive Officer
Profusa, Inc.
626 Bancroft Way
Suite A
Berkeley, CA 94710

 Re: NorthView Acquisition Corporation
 Amendment No. 11 to Registration Statement on Form S-4
 Filed April 3, 2025
 File No. 333-269417
Dear Jack Stover and Ben Hwang:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our March 7,
2025 letter.

Amendment No. 11 to Registration Statement on Form S-4 Filed April 3, 2025
Summary of the Proxy Statement/Prospectus, page 1

1. We note your revised disclosure on page 10 in response to prior comment
3, which we
 reissue in part. Please revise your Summary disclosure to describe any
report, opinion,
 or appraisal that the NorthView Board considered in making its
determination that the
 April 18, 2025
Page 2

 business combination is in the best interests of its shareholders. We
refer to your
 disclosure on page 160 and Item 1604(b)(2) of Regulation S-K.
2. We refer to your revised disclosure in response to prior comment 4,
which we reissue
 in part. With respect to the convertible promissory note to the Sponsor
and the PIPE
 financing, please revise your Summary disclosure to describe the use of
proceeds
 from these financing transactions and the dilutive impact on
non-redeeming
 shareholders, if any. In your revised disclosure in your prospectus
summary, please
 include the disclosure required by Item 1604(c) of Regulation S-K,
including the net
 tangible book value per share, as adjusted, as if the selected
redemption levels have
 occurred, and to give effect to, while excluding the de-SPAC transaction
itself,
 material probable or consummated transactions and other material effects
on the
 SPAC's net tangible book value per share from the de-SPAC transaction;
and the
 difference between such offering price and such net tangible book value
per share, as
 adjusted.
3. We note your revised disclosure in response to prior comment 5, which we
reissue in
 part. Please revise to address the following comments relating to
NorthView s
 Sponsor:

 We refer to your statement on page 8 that the Sponsor, its
affiliates and promoters
 are not involved in any other SPACs. Please revise to describe the
prior
 experience, if any, of the Sponsor, its affiliates, and any of its
promoters in
 organizing SPACs; and
 We note your disclosure of the persons who have direct and
indirect material
 interests in NorthView s Sponsor. Please revise to describe the
nature and amount
 of each such person s material interest in the Sponsor.
Unaudited Pro Forma Financial Information, page 177

4. We note your response to comment 14. We note the additional disclosures
provided
 on page 182 regarding the additional conditions that must be met for the
execution of
 the license agreement. In light of these conditions, please help us
understand how you
 determined that the execution of the JV and license agreements is
probable and should
 be reflected in the pro forma financial information. Refer to Rule
11-01(a)(8) of
 Regulation S-X.
5. We note your response to comment 17. You also disclose that Profusa has
 conditionally waived the Minimum Cash Amount condition to closing,
contingent on
 NorthView having sufficient funds to satisfy Nasdaq s initial listing
requirements as
 of the Closing. As previously requested, please expand your disclosures
to state the
 amount of funds that would be considered sufficient.
6. We note that the holders of 532,958 shares of NorthView common stock
exercised
 their right to redeem in March 2025 for an aggregate redemption amount
of
 approximately $6.5 million. It does not appear that this additional
redemption has
 been reflected in the pro forma financial information. Please advise or
revise as
 necessary. Refer to Rule 11-01(a)(8) of Regulation S-X.
 April 18, 2025
Page 3

Liquidity and Capital Resources, page 264

7. We note your revised disclosure that "[a]ny promissory notes that did
have an initial
 maturity date, which has passed, the Company has verbally agreed to pay
off these
 loans upon the consummation of the business combination. The Company is
currently
 in default, and will repay all promissory notes in parallel with the
closing of the
 transaction." Please revise your risk factors to discuss the material
risks, if any, related
 to this default.
 Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Ralph V. De Martino, Esq.
 Barry I. Grossman
</TEXT>
</DOCUMENT>

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

 April 3, 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. 10 to Registration Statement on Form S-4
 Filed February 12, 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. 11 (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 March 7, 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 comments included in the Comment Letter. For
the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView's response follows
each comment.

 Amendment No. 10 to Registration Statement on Form S-4 filed
February 12, 2025 Cover Page

 1. We refer to your cover page disclosure relating to the material conflicts of interest in connection
with the de-SPAC transaction. Please revise your cover page to discuss any actual or potential sources of conflicts of interest between
the target company's officers and directors and the unaffiliated security holders as required by Item 1604(a)(4) of Regulation S-K.
Please make conforming changes to the Summary section. Refer to Item 1604(b)(3).

 Response : The Co-Registrants acknowledge the Staff's comment and have revised
the disclosure on the cover page and pages 7 and 16 of the Amendment.

 2. We note your disclosure that "NorthView's shares of Common Stock, public warrants and rights
are currently quoted on OTC Pink," and that upon consummation of the Business Combination, "New Profusa's shares of Common Stock
and public warrants will be listed on the Nasdaq Capital Market." Please revise to clarify, as you do on page 76, that in connection
with the business combination, you will be required to demonstrate compliance with Nasdaq's initial listing requirements in order to be
listed on Nasdaq.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on the cover page of the Amendment.

 Jack Stover NorthView Acquisition Corporation April 3, 2025 Page 2

 Summary of the Proxy Statement/Prospectus, page 1

 3. We refer to your disclosure on page 9 that the NorthView Board has determined that the business
combination is in the best interests of its shareholders. Please revise your Summary disclosure to describe any material factors that
the NorthView Board considered in making this determination, including any report, opinion, or appraisal. Refer to Item 1604(b)(2) of
Regulation S-K.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on page 10 of the Amendment.

 4. Please revise the Summary to provide a brief description of the material financing transactions
that have occurred or will occur in connection with the consummation of the de-SPAC transaction, the anticipated use of proceeds from
these financing transactions and the dilutive impact, if any, of these financing transactions on non- redeeming shareholders. We refer
to your disclosure on the cover page. Refer to Item 1604(b)(5) of Regulation S-K.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on pages 9 and 10 of the Amendment.

 5. Please revise your disclosure to address the following comments relating to NorthView's Sponsor:

 ● Please revise to include a description of the general character
of the NorthView Sponsor's business, where appropriate. Refer to Item 1603(a)(2) of Regulation S-K;

 ● Please revise to describe the experience of NorthView's Sponsor, its affiliates, and any promoters
in organizing SPACs. Refer to Item 1603(a)(3); and

 ● Please revise to identify the controlling persons of NorthView's Sponsor and disclose, as
of the most recent practicable date, the persons who have direct and indirect material interests in NorthView's Sponsor, as well
as the nature and amount of their interests. Refer to Item 1603(a)(7).

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on pages vii, 8 and 9 of the Amendment.

 Interests of Certain Persons in the Business Combination, page
7

 6. We note your disclosure on pages 74 and 217 of NorthView's executive officers and directors'
other fiduciary duties or contractual obligations, other than with respect to NorthView and/or the Sponsor. Please revise to disclose
any material interests held by the target company's officers or directors that consist of any interest in, or affiliation with,
the Sponsor or the SPAC. Refer to Item 1605(d) of Regulation S-K.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on pages 76 and 219 of the Amendment.

 PIPE Transaction, page 18

 7. Pursuant to the PIPE Subscription, the PIPE Investors are expected to provide a loan to NorthView
in an aggregate principal amount of up to $22.2 million for a purchase price of up to $20 million, net after a 10% OID. The PIPE Subscription
contemplates purchasing these notes across multiple tranches. It is not clear how you arrived at the amount of $20 million. In this regard,
the amounts listed in your disclosures per each tranche appear to total up to more than $20 million. Please clarify your disclosures.
In addition, please address which PIPE tranches should be reflected in your pro forma financial statements and why.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on pages 19, 20 and 259 of the Amendment.

 Jack Stover NorthView Acquisition Corporation April 3, 2025 Page 3

 The Background of the Business Combination, page 116

 8. Please revise your disclosure, where appropriate, to discuss both the benefits and detriments of
the business combination and any related financing transactions to NorthView, the NorthView Sponsor, Profusa and public stockholders.
The benefits and detriments of the business combination and any related financing transaction must be quantified to the extent practicable.
Refer to Item 1605(c) of Regulation S-K.

 Response : The Co-Registrants acknowledge the Staff's comment and have revised
the disclosure on pages 117 and 118 of the Amendment.

 9. We note your disclosure that the Incentive Equity Value is expected to be $29,018,330 for purposes
of this prospectus. We also refer to your disclosure on page 18 relating to the PIPE transaction with Ascent Partners Fund LLC. Please
revise your background of the business combination section to include a detailed discussion of the negotiation of the Incentive Equity
Value and the PIPE transaction. In your revised disclosure, please explain the reason for Incentive Equity Value, how the terms of the
PIPE transaction were determined, the proposals and counter-proposals made during the course of negotiations, and how you reached agreement
on the final terms, as applicable.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on pages 134 through 137 of the Amendment.

 10. Please revise to state whether a majority of the directors (or members of similar governing body)
who are not employees of NorthView has retained an unaffiliated representative to act solely on behalf of unaffiliated security holders
for purposes of negotiating the terms of the de-SPAC transaction or preparing a report concerning the approval of the de-SPAC transaction.
Please refer to Item 1606(d) of Regulation S-K.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on page 161 of the Amendment.

 Opinion of Marshall & Stevens, page 130

 11. Please revise your disclosure to describe any material relationship that existed during the past
two years or is mutually understood to be contemplated between NorthView, the NorthView Sponsor and/or their respective affiliates and
Marshall & Stevens. Refer to Item 1607(b)(4) of Regulation S-K.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on page 140 of the Amendment.

 Jack Stover NorthView Acquisition Corporation April 3, 2025 Page 4

 Material U.S. Federal Income Tax Considerations, page 161

 12. Please revise to provide the federal income tax consequences of the de-SPAC transaction to (i) the
SPAC, (ii) the target company, (iii) target security holders, and (iv) SPAC security holders. Refer to Item 1605(b)(6) of Regulation S-K.
Please make conforming changes throughout your filing, including to your Questions and Answers on page xiii.

 Response : The Co-Registrants
acknowledge the Staff's comment and have revised the disclosure on pages 168 through 174 of the Amendment.

 Unaudited Pro Forma Financial Information, page 168

 13. We remind you of your response to comment 7 in your letter dated March 29, 2024 in which you indicated
that you were finalizing your analysis of Milestone III as far as whether or not the Milestone continues to be "indexed to the Company's
own stock." You indicated that you would include any related accounting impacts and disclosure requirements resulting from the analysis
and final conclusions in a subsequent amendment to the registration statement. Please ensure you address the following:

 ● Your disclosures on page 172 continue to indicate that
in connection with reporting financial statements for the quarter ended March 31, 2024 you will provide an updated analysis. Given the
financial statements have been updated through September 30, 2024, it would appear that you have performed your final analysis. In this
regard, please expand your disclosures to address any related accounting impacts and disclosure requirements.

 ● We note the additional disclosures provided in (a) and (b) on page 172. With reference to specific
terms of Milestone III, ensure how such milestones meet the requirements in (a) and (b). Ensure you provide a fulsome analysis and reference
the specific guidance in the authoritative literature that supports your accounting.

 Response :
The Co-Registrants acknowledge the Staff's comment and have revised the disclosure on pages 179 and 180 of the Amendment. The Co-Registrants further
note that following the filing of Amendment No. 10 to the Registration Statement, Milestone Event IV was revised in connection with
Amendment No. 4 to the Merger Agreement. The Co-Registrants have finalized their analysis of Milestone Event III and Milestone Event
IV and confirm that all four Milestones continue to be indexed to the Company's own stock.

 Additionally, we have included further analysis of the relied
upon accounting guidance referenced below:

 Milestones Event III and IV are Earnout Rights which meet
the definition of a derivative instrument as defined by ASC 815-10-15-59(d) . The milestones contain an underlying, notional amount
and payment provisions, they require initial net investment that is smaller than would be required for other types of contracts that would
be expected to have a similar response to changes in market factors, and they contain net settlement provisions as they relate to publicly
traded shares. Further, management referenced the Milestone Earnout Rights, Sponsor Inducement Recoupment Earnout Rights and Profusa Inducement
Recoupment Earnout Rights are considered to be indexed to the New Profusa's own stock because:

 (a) they are contingently exercisable exclusively on
the basis of the New Profusa's own share price and/or by reference to the Company's own operations (i.e. revenue targets);

 (b) their settlement amount is equal the difference between
the fair value of a fixed number of the New Profusa's equity shares and a fixed monetary amount (the amount initially invested by
the equity holders), and any adjustments to the settlement amounts do not violate the "fixed-for-fixed" principle.

 All Milestone analysis : Under ASC 480-10-55-26,
the Earnouts are not within the scope of ASC 480 as they do not embody an obligation. Thus, the Earnouts should be evaluated under ASC
815.

 The next step of analysis should be based on ASC 815-10-15-83
to determine whether the Earnouts should be accounted for as derivative instruments:

 a. Underlying, notional amount, payment provision.

 The Earnouts have an underlying amount representing the fair
value of NorthView Common Stock for Milestone I Earnout and Milestone II Earnout and the Company's revenue for Milestone III Earnout
and Milestone Event IV earnout. The notional amount for the Earnouts is the number of shares issuable upon each trigger event.

 Jack Stover NorthView Acquisition Corporation April 3, 2025 Page 5

 b. Initial net investment.

 The Earnouts require little initial net investment.
Milestone I Earnout and Milestone II Earnout is contingent upon achievement of share prices which are above the fair value of
NorthView Common Stock on the date of the Merger. Milestone III Earnout and Milestone Event IV earnout are contingent upon
achievement of certain revenue targets, while Profusa has no history of revenue. As such the fair values of the Earnouts are
significantly less than the fair value of the underlying shares. Accordingly, holding position in the Earnouts require little to no
initial investment.

 c. Net settlement.

 The net settlement criterion in ASC 815-10-15-83(c) can
be met in any one of three different ways:

 1. Contractual net settlement,

 2. Through a market mechanism, or

 3. Through delivery of a derivative or instrument that
is readily convertible to cash.

 Shares issuable to each holder of the Earnouts are publicly
traded. Therefore, the delivered asset (shares) is readily convertible to cash. As such the net settlement criterion is met.

 Based on the above, the Earnouts meet the definition of
a derivative.

 Further, for the Milestone Event III earnout and Milestone
Event IV earnout, the Company considered ASC 815-10-15-59(d) which states, "Contracts that are not exchange-traded are not subject
to the requirements of this Subtopic if the underlying on which the settlement is based on any one of the following:

 . . .

 d) Specified volumes of sales or service revenues of one of
the parties to the contract"

 Milestone Event III earnout and Milestone Event IV earnout
meet the scope exception above from derivative accounting since payments under these milestones are based on revenue amounts. Accordingly,
Milestone Event III earnout and Milestone Event IV earnout will not be accounted for as derivatives under ASC 815. However, while Milestone
III Earnout and Milestone Event IV earnout are outside the scope of the derivatives guidance of ASC 815, they will be settled in the Company's
own stock. Accordingly, they must further be analyzed under the further guidance of ASC 815-40, which is applicable to any freestanding
financial instrument that is potentially settled in an entity's own stock, regardless of whether the instrument has all the characteristics
of a derivative instrument.

 Next, the Company considered the Section: "own equity"
scope exception of PwC SPAC Guide which states, in part (emphasis added): Earnout provisions that result in financial instruments t

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 7, 2025

Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001

Ben Hwang
Chief Executive Officer
Profusa, Inc.
626 Bancroft Way
Suite A
Berkeley, CA 94710

 Re: NorthView Acquisition Corporation
 Amendment No. 10 to Registration Statement on Form S-4
 Filed February 12, 2025
 File No. 333-269417
Dear Jack Stover and Ben Hwang:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our April 26,
2024 letter.

Amendment No. 10 to Registration Statement on Form S-4 filed February 12, 2025
Cover Page

1. We refer to your cover page disclosure relating to the material
conflicts of interest in
 connection with the de-SPAC transaction. Please revise your cover page
to discuss
 any actual or potential sources of conflicts of interest between the
target company s
 March 7, 2025
Page 2

 officers and directors and the unaffiliated security holders as required
by Item
 1604(a)(4) of Regulation S-K. Please make conforming changes to the
Summary
 section. Refer to Item 1604(b)(3).
2. We note your disclosure that "NorthView's shares of Common Stock, public
warrants
 and rights are currently quoted on OTC Pink," and that upon consummation
of the
 Business Combination, "New Profusa's shares of Common Stock and public
warrants
 will be listed on the Nasdaq Capital Market." Please revise to clarify,
as you do on
 page 76, that in connection with the business combination, you will be
required to
 demonstrate compliance with Nasdaq's initial listing requirements in
order to be listed
 on Nasdaq.
Summary of the Proxy Statement/Prospectus, page 1

3. We refer to your disclosure on page 9 that the NorthView Board has
determined that
 the business combination is in the best interests of its shareholders.
Please revise your
 Summary disclosure to describe any material factors that the NorthView
Board
 considered in making this determination, including any report, opinion,
or appraisal.
 Refer to Item 1604(b)(2) of Regulation S-K.
4. Please revise the Summary to provide a brief description of the material
financing
 transactions that have occurred or will occur in connection with the
consummation of
 the de-SPAC transaction, the anticipated use of proceeds from these
financing
 transactions and the dilutive impact, if any, of these financing
transactions on non-
 redeeming shareholders. We refer to your disclosure on the cover page.
Refer to Item
 1604(b)(5) of Regulation S-K.
5. Please revise your disclosure to address the following comments relating
to
 NorthView's Sponsor:
 Please revise to include a description of the general character of
the
 NorthView Sponsor s business, where appropriate. Refer to Item
1603(a)(2) of
 Regulation S-K;
 Please revise to describe the experience of NorthView's Sponsor, its
affiliates, and
 any promoters in organizing SPACs. Refer to Item 1603(a)(3); and
 Please revise to identify the controlling persons of NorthView s
Sponsor and
 disclose, as of the most recent practicable date, the persons who
have direct and
 indirect material interests in NorthView s Sponsor, as well as the
nature and
 amount of their interests. Refer to Item 1603(a)(7).
Interests of Certain Persons in the Business Combination, page 7

6. We note your disclosure on pages 74 and 217 of NorthView s executive
officers and
 directors other fiduciary duties or contractual obligations, other
than with respect to
 NorthView and/or the Sponsor. Please revise to disclose any material
interests held by
 the target company s officers or directors that consist of any
interest in, or affiliation
 with, the Sponsor or the SPAC. Refer to Item 1605(d) of Regulation S-K.
 March 7, 2025
Page 3
PIPE Transaction, page 18

7. Pursuant to the PIPE Subscription, the PIPE Investors are expected to
provide a loan
 to NorthView in an aggregate principal amount of up to $22.2 million for
a purchase
 price of up to $20 million, net after a 10% OID. The PIPE Subscription
contemplates
 purchasing these notes across multiple tranches. It is not clear how you
arrived at the
 amount of $20 million. In this regard, the amounts listed in your
disclosures per each
 tranche appear to total up to more than $20 million. Please clarify your
disclosures. In
 addition, please address which PIPE tranches should be reflected in your
pro forma
 financial statements and why.
The Background of the Business Combination, page 116

8. Please revise your disclosure, where appropriate, to discuss both the
benefits and
 detriments of the business combination and any related financing
transactions to
 NorthView, the NorthView Sponsor, Profusa and public stockholders. The
benefits
 and detriments of the business combination and any related financing
transaction must
 be quantified to the extent practicable. Refer to Item 1605(c) of
Regulation S-K.
9. We note your disclosure that the Incentive Equity Value is expected to be
 $29,018,330 for purposes of this prospectus. We also refer to your
disclosure on page
 18 relating to the PIPE transaction with Ascent Partners Fund LLC. Please
revise your
 background of the business combination section to include a detailed
discussion of the
 negotiation of the Incentive Equity Value and the PIPE transaction. In
your revised
 disclosure, please explain the reason for Incentive Equity Value, how the
terms of the
 PIPE transaction were determined, the proposals and counter-proposals
made during
 the course of negotiations, and how you reached agreement on the final
terms, as
 applicable.
10. Please revise to state whether a majority of the directors (or members of
similar
 governing body) who are not employees of NorthView has retained an
unaffiliated
 representative to act solely on behalf of unaffiliated security holders
for purposes of
 negotiating the terms of the de-SPAC transaction or preparing a report
concerning the
 approval of the de-SPAC transaction. Please refer to Item 1606(d) of
Regulation S-K.
Opinion of Marshall & Stevens, page 130

11. Please revise your disclosure to describe any material relationship that
existed during
 the past two years or is mutually understood to be contemplated between
NorthView,
 the NorthView Sponsor and/or their respective affiliates and Marshall &
Stevens.
 Refer to Item 1607(b)(4) of Regulation S-K.
Material U.S. Federal Income Tax Considerations, page 161

12. Please revise to provide the federal income tax consequences of the
de-SPAC
 transaction to (i) the SPAC, (ii) the target company, (iii) target
security holders, and
 (iv) SPAC security holders. Refer to Item 1605(b)(6) of Regulation S-K.
Please make
 conforming changes throughout your filing, including to your Questions
and Answers
 on page xiii.
 March 7, 2025
Page 4
Unaudited Pro Forma Financial Information, page 168

13. We remind you of your response to comment 7 in your letter dated March
29, 2024 in
 which you indicated that you were finalizing your analysis of Milestone
III as far as
 whether or not the Milestone continues to be indexed to the Company
s own stock.
 You indicated that you would include any related accounting impacts and
disclosure
 requirements resulting from the analysis and final conclusions in a
subsequent
 amendment to the registration statement. Please ensure you address the
following:
 Your disclosures on page 172 continue to indicate that in connection
with
 reporting financial statements for the quarter ended March 31, 2024
you will
 provide an updated analysis. Given the financial statements have been
updated
 through September 30, 2024, it would appear that you have performed
your final
 analysis. In this regard, please expand your disclosures to address
any related
 accounting impacts and disclosure requirements.
 We note the additional disclosures provided in (a) and (b) on page
172. With
 reference to specific terms of Milestone III, ensure how such
milestones meet the
 requirements in (a) and (b). Ensure you provide a fulsome analysis and
reference
 the specific guidance in the authoritative literature that supports
your accounting.
14. We refer you to Adjustment T related to the closing of the APAC Joint
Venture and
 have the following comments:
 We remind you of your response to comment 5 in your response letter
dated
 March 29, 2024. Specifically you agreed to provide an updated response
which
 would more fully explain why you believe the $6 million payment from
Tasly
 represents consideration for the sale of a 60% interest in the JV
rather than
 revenue recognized pursuant to ASC 606. With reference to the specific
terms of
 the JV agreement and the license agreement, please provide us with
your analysis.
 Ensure you identify the authoritative literature you relied on.
 Please disclose the assumptions underlying the assumed fair value of
$10 million
 for the license transferred.
 Notwithstanding the above bullet regarding the underlying accounting
for this
 transaction, please tell us where the $6 million gain is recognized in
the pro forma
 combined statement of operations. Refer to 11-02(a)(6)(B) and Rule
11-02(1) of
 Regulation S-X.
15. We also remind you that Rule 11-02(a)(11)(ii)(B) of Regulation S-X
requires certain
 disclosures when your accounting for a specific transaction is not
complete, including
 a description of the information that is required, an indication of when
accounting is
 expected to be finalized, and other available information for a reader to
understand the
 magnitude of any potential adjustments. Please expand your disclosures as
necessary.
16. Your 1st full bullet on page 170 indicates that the Northview Convertible
Working
 Capital loan will be converted at the close of the Business Combination.
However, the
 last sentence of this bullet indicates that this loan will be settled in
cash subsequent to
 closing and thus not shown as being settled in the pro formas. Please
revise this
 apparent discrepancy.
17. On page 171, you disclose that NorthView will have an estimated $20.8
million cash
 on hand under No Redemption Scenario, and $16.5 million cash on hand
under the
 March 7, 2025
Page 5

 Maximum Redemption Scenario, giving effect to the cash proceeds from the
PIPE
 transaction, after the deduction of reimbursements to the redeeming
shareholders of
 NorthView and payment of applicable expenses. Please further clarify in
your
 disclosures how these cash on hand amounts correspond to the amounts on
the pro
 forma balance sheet. You also disclose that Profusa has conditionally
waived the
 Minimum Cash Amount condition to closing, contingent on NorthView having
 sufficient funds to satisfy Nasdaq s initial listing requirements as of
the Closing.
 Please expand your disclosures to state the amount of funds that would be
considered
 sufficient.
18. It is not clear how adjustment (F) corresponds to amounts on balance
sheet.
 Specifically the note to adjustment indicates that this represents the
payment of
 preliminary estimated direct and incremental transaction costs, of which
$4.5 million
 is expected to be paid in shares and $1.6 million is expected to be paid
in cash.
 However,the reduction to cash on the pro forma balance sheet is $4.5
million. Please
 clarify accordingly.
19. The interest expense and amortization of the discount associated with the
PIPE
 convertible notes does not appear to be reflected in the pro forma
statements of
 operations provided. Please advise or revise as necessary.
20. As disclosed in Northview's Note 9 - Subsequent Events on page F-27, on
January 19,
 2025, NorthView, I-Bankers and Dawson James modified the Business
Combination
 Marketing Agreement such that the Business Combination Fee will be
$2,000,000,
 payable in cash. Please explain your accounting for this cash payment and
how it is
 reflected in your pro forma financial statements.
Gain on PPP Loan Forgiveness, page 259

21. We note your disclosure that management intends to apply for PPP Loan 2
 forgiveness in 2024. Please revise to clarify whether NorthView
management applied
 and received forgiveness for its PPP Loan 2, as applicable.
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 5 - Convertible Promissory Note - Related Party, page F-20

22. We note that on May 31, 2024, the Company entered into a second amendment
of its
 Convertible Working Capital Promissory Note with the sponsor to increase
the
 principal amount of the Note that could be drawn on to $ 2.5 million. The
second
 amended and restated Note also allows for the conversion of the
outstanding principal
 balance of the Note to be repaid in shares of Company common stock at a
price of
 $ 2.22 per share at the election of the sponsor. With reference the
original terms and
 amended terms of the Note, as well as the authoritative literature you
relied on, please
 tell us how you accounted for this amendment. In addition, in light of
(i) the $2.22 per
 share conversion option, (ii) the current trading price of the Northview
shares and (iii)
 the $10 per share deemed fair value of the Profusa common stock, please
explain how
 the Company determined that the $1.9 million principal outstanding as of
September
 30, 2024 had a $1,591,380 fair value as of that date.
 March 7, 2025
Page 6

 Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Ralph V. De Martino, Esq.
</TEXT>
</DOCUMENT>

February 28, 2025
Jack E. Stover
Chief Executive Officer
NorthView Acquisition Corp
207 West 25th St., 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed February 27, 2025
File No. 001-41177
Dear Jack E. Stover:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ralph V. De Martino, Esq.

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

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

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

February 26, 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 [  ] of the revised proxy statement
and an additional risk factor on page [  ] of the revised proxy statement in response to the Staff’s
comment.

* * * * *

    Fred Knechtel

    NorthView Acquisition Corporation

    February 26, 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

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

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

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 9, 2024

    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. 8 to Registration Statement on Form S-4

            Filed April 1, 2024

            File No. 333-269417

    To Whom It May Concern:

    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. 9 (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 April 26, 2024 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the convenience of the Staff, the comments
      included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Amendment No. 8 to Registration Statement on Form S-4 filed April 1, 2024

    Background to Discussions with Financing Sources, page 119

              1.

              We refer to your disclosure on page 120 that Benchmark Capital identified a potential SPAC investor and coordinated an introductory call with Atalaya Capital Management LP on April 27, 2023. You also disclose
                on page 121 that Atalaya, Profusa and NorthView proceeded with due diligence and drafting definitive agreements, but ultimately could not finalize a definitive agreement. Please revise to clarify when you engaged Benchmark Capital as a
                placement agent for the private placement, and when and the reasons underlying the parties’ decision not to proceed with the private placement.

    Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 120 and 121.

              2.

              We note your revised disclosure on page 123 that although there is currently no agreement in place to include another investor, Profusa and NorthView have approved of Vellar’s other investor. Please confirm
                that you will update your prospectus once you enter into any financing arrangements with other investors to disclose the negotiations and the material terms of the agreement.

    Response: The Company acknowledges the Staff’s comment and confirms that it will update the prospectus upon entering into financing arrangements with other investors to disclose the negotiations and the material
      terms of the agreement should the differ from what is currently included in the Registration Statement.

              Jack Stover

              NorthView Acquisition Corporation

              May 9, 2024

              Page 2

    Stock Subscription

    Cash-Settled Equity Derivative Transaction (CSED), page 125

              3.

              We note your response to comment 3, but we are not persuaded by your response. In this regard, it appears that Vellar has committed to subscribe for the purchase of shares of Profusa common stock in a private
                placement transaction, conditioned on the receipt of unrestricted, registered shares of New Profusa. Because it appears that such investors have already been offered shares of New Profusa, and have made an investment decision to pay for and
                take delivery of shares of New Profusa, it appears the issuance of such shares to these investors was conducted through the private placement. Therefore, please remove the Stock Subscription Shares from the registration statement or provide
                a more detailed legal analysis as to why it is appropriate to register the primary issuance of these shares. As a related matter, we note that Vellar has agreed to provide funding pursuant to the CSED on the condition that the transferred
                shares of Profusa will convert into shares of New Profusa that are registered on this registration statement. Please remove the Recycled Shares from your registration statement, or provide us with a detailed legal analysis of why it is
                appropriate to register these shares as a primary issuance. Finally, your exhibit 10.9 is marked as your binding term sheet with Vellar, but the exhibit itself is an agreement with the Arena Investors. Please revise to include the binding
                term sheet with Vellar, and to label your exhibits accordingly.

    Response: The Company acknowledges the Staff’s comment and had removed the Stock Subscription Shares and the transferred shares from the Registration Statement. The Company plans to register for resale such Stock
      Subscription Shares and transferred shares on Form S-1 following the business combination. Further, the Company has amended and restated the binding term sheet to clarify certain conditions of the transactions, and has attached such amended and
      restated term sheet as exhibit 10.9 to the Registration Statement.

    Unaudited Pro Forma Condensed Combined Financial Information, page 164

              4.

              Upon the consummation of the Merger, Profusa’s equityholders and holders of convertible promissory notes will receive or have the right to receive an aggregate of 18.5 million shares of New Profusa Common
                Stock. Please clarify in your disclosures the difference between the 18.5 million and the 15.5 million shares shown in the table on page 164.

    Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages xiii and 164.

    Results of Operations, page 255

              5.

              We note your response to prior comment 8, which we reissue in part. Please revise to clarify whether Profusa entered into the Statement of Work (“SOW”) with the Henry Jackson Foundation (“HJF”) in connection
                with the subcontract, describe in greater detail the scope of Profusa’s activities pursuant to the SOW, and file the subcontract with HJF and the Statement of Work as exhibits to your registration statement or explain why you do not believe
                that you are required to do so.

    Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 255. Additionally, the Company has included the SOW as Exhibit 10.13 to the registration statement.

              Jack Stover

              NorthView Acquisition Corporation

              May 9, 2024

              Page 3

    Exhibits

              6.

              Please provide a currently dated and signed auditor’s consent from the auditors of Profusa, Inc. See Item 601(b)(23) of Regulation S-K.

    Response: The Company acknowledges the Staff’s comment and has included the currently dated and signed auditor’s consent from the auditors of Profusa, Inc. as Exhibit 23.3 to the Registration Statement in
      accordance with Item 601(b)(23) of Regulation S-K.

              7.

              Please revise your disclosure to address the following comments:

              •

              We note your revised disclosure on page v relating to the defined term “Private Placement Value,” which means “the product of (i) any Profusa Private Placement Financing, multiplied by (ii) (A) the Parent Per
                Share Value divided by (B) two (2).” Please provide estimates for the Private Placement Value and Profusa Private Placement Financing, where appropriate. We refer to your disclosure elsewhere in the prospectus that pursuant to the Amendment
                No. 3 to the Merger Agreement, the aggregate consideration to be received by the Profusa shareholders increased by an additional $25 million; and

              •

              We also note your cover page disclosure that the Exchange Ratio will be based on an equity valuation of Profusa of $180,000,000, but you disclose throughout the filing that Profusa’s pre-transaction equity
                value is $155,000,000. Please revise your disclosure to address this inconsistency.

    Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the shareholder letter, the notice of the meeting, and pages 3 and 164.

    Other Matters

             A.

            In response to a prior comment from the Staff’s, the Company has disclosed the individual beneficial owners of BChSensor Limited and we have indicated that the Tasly entities holding shares of Profusa are controlled by a publicly traded
              company on the Shanghai Stock Exchange. Carbis Bay Limited will not be a greater than 5% holder of New Profusa.

               B.

                In response to a telephone conversation between the undersigned counsel to the Company and the Staff on May 3, 2024, regarding the maturity of
                  the Tasly Convertible Debt, the Company has included a copy of the amendment to extend the maturity as exhibit 10.14 to the Registration Statement.

    * * * * *

    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,

    Ralph V. De Martino

    RVD/mc

    cc: Jack Stover

United States securities and exchange commission logo
April 26, 2024
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 8 to Registration Statement on Form S-4
Filed April 1, 2024
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 22, 2024 letter.
Amendment No. 8 to Registration Statement on Form S-4 filed April 1, 2024
Background to Discussions with Financing Sources, page 119
1.We refer to your disclosure on page 120 that Benchmark Capital identified a potential
SPAC investor and coordinated an introductory call with Atalaya Capital Management LP
on April 27, 2023. You also disclose on page 121 that Atalaya, Profusa and NorthView
proceeded with due diligence and drafting definitive agreements, but ultimately could not
finalize a definitive agreement. Please revise to clarify when you engaged Benchmark
Capital as a placement agent for the private placement, and when and the reasons
underlying the parties’ decision not to proceed with the private placement.
2.We note your revised disclosure on page 123 that although there is currently no agreement
in place to include another investor, Profusa and NorthView have approved of Vellar’s
other investor. Please confirm that you will update your prospectus once you enter into
any financing arrangements with other investors to disclose the negotiations and the

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 April 26, 2024 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
April 26, 2024
Page 2
material terms of the agreement.
Stock Subscription
Cash-Settled Equity Derivative Transaction (CSED), page 125
3.We note your response to comment 3, but we are not persuaded by your response. In this
regard, it appears that Vellar has committed to subscribe for the purchase of shares of
Profusa common stock in a private placement transaction, conditioned on the receipt of
unrestricted, registered shares of New Profusa. Because it appears that such investors have
already been offered shares of New Profusa, and have made an investment decision to pay
for and take delivery of shares of New Profusa, it appears the issuance of such shares to
these investors was conducted through the private placement. Therefore, please remove
the Stock Subscription Shares from the registration statement or provide a more detailed
legal analysis as to why it is appropriate to register the primary issuance of these shares.
As a related matter, we note that Vellar has agreed to provide funding pursuant to the
CSED on the condition that the transferred shares of Profusa will convert into shares of
New Profusa that are registered on this registration statement. Please remove the Recycled
Shares from your registration statement, or provide us with a detailed legal analysis of
why it is appropriate to register these shares as a primary issuance. Finally, your exhibit
10.9 is marked as your binding term sheet with Vellar, but the exhibit itself is an
agreement with the Arena Investors. Please revise to include the binding term sheet with
Vellar, and to label your exhibits accordingly.
Unaudited Pro Forma Condensed Combined Financial Information, page 163
4.Upon the consummation of the Merger, Profusa's equityholders and holders of convertible
promissory notes will receive or have the right to receive an aggregate of 18.5
million shares of New Profusa Common Stock.  Please clarify in your disclosures the
difference between the 18.5 million and the 15.5 million shares shown in the table on page
164.
Results of Operations, page 255
5.We note your response to prior comment 8, which we reissue in part. Please revise to
clarify whether Profusa entered into the Statement of Work (“SOW”) with the Henry
Jackson Foundation (“HJF”)  in connection with the subcontract, describe in greater detail
the scope of Profusa’s activities pursuant to the SOW, and file the subcontract with HJF
and the Statement of Work as exhibits to your registration statement or explain why you
do not believe that you are required to do so.
Exhibits
6.Please provide a currently dated and signed auditor’s consent from the auditors of Profusa,
Inc. See Item 601(b)(23) of Regulation S-K.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 April 26, 2024 Page 3
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
April 26, 2024
Page 3
General
7.Please revise your disclosure to address the following comments:

•We note your revised disclosure on page v relating to the defined term “Private
Placement Value,” which means “the product of (i) any Profusa Private Placement
Financing, multiplied by (ii) (A) the Parent Per Share Value divided by (B) two (2).”
Please provide estimates for the Private Placement Value and Profusa Private
Placement Financing, where appropriate. We refer to your disclosure elsewhere in the
prospectus that pursuant to the Amendment No. 3 to the Merger Agreement, the
aggregate consideration to be received by the Profusa shareholders increased by an
additional $25 million; and

•We also note your cover page disclosure that the Exchange Ratio will be based on an
equity valuation of Profusa of $180,000,000, but you disclose throughout the filing
that Profusa's pre-transaction equity value is $155,000,000. Please revise your
disclosure to address this inconsistency.
            Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

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

    March 29, 2024

    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. 7 to Registration Statement on Form S-4

            Filed March 5, 2024

            File No. 333-269417

    To Whom It May Concern:

    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. 8
      (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 March 22, 2024 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the convenience of the Staff,
      the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Amendment No. 7 to Registration Statement on Form S-4 filed March 5, 2024

    Risk Factors

    The issuance of NorthView or New Profusa Common Stock to Vellar ... , page 80

          1.

            We note your disclosure that “it is anticipated that immediately following completion of the Business Combination, if there are no additional redemptions by NorthView’s public stockholders, Vellar and the other
              investor will together own approximately 17.4% of the outstanding New Profusa Common Stock or, if there are redemptions by NorthView’s public stockholders up to the maximum level presented for the Business Combination in the accompanying
              proxy statement/prospectus, Vellar and the other investor will own approximately 18.0% of the outstanding New Profusa Common Stock.” Please revise your table on page xiii to more clearly reflect the impact of the issuance of New Profusa
              Common stock to Vellar and the other investor pursuant to the CSED, consistent with the disclosure in this risk factor.

    Response: The Company acknowledges the Staff’s comment and has updated the table on page xiv of the Amendment, as repeated throughout the document, to show the ownership associated
        with the Recycled Shares together with the Stock Subscription Shares.

            Jack Stover

            NorthView Acquisition Corporation

            March 29, 2024

            Page 2

    Background to Discussions with Financing Sources, page 119

          2.

            We note your revised disclosure in response to prior comment 3. Please revise your disclosure to address the following comments:

          •

            You disclose on page 119 that NorthView management entered into an NDA in August 2022 with representatives of Cohen & Company’s affiliate, Vellar, to discuss the private placement in connection with the SPAC
              business combination, and concluded in April 2023 that Vellar was “not able to commit to an investment at that time.” Please describe in greater detail the negotiation and marketing process for the private placement with Vellar, including who
              identified and selected the potential PIPE investors, and what relationship Cohen and/or Vellar have to the SPAC, the Sponsor, Profusa and its affiliates. We refer to your disclosure on page 121 that NorthView received further notice from
              Vellar in early February 2024 through its relationship with HCW;

    Response: The Company acknowledges the Staff’s comment and has revised the section entitled “Background to Discussions with Financing Sources” on pages 119 to 123 of the Amendment
        to provide greater detail of the negotiation and marketing process. The Company has also added a more detailed timeline, as NorthView’s introduction to Vellar and the most recent PIPE and CSED financing discussions that started on January 28, 2024,
        which was initiated during HCW’s marketing process of Profusa’s private PIPE offering.

          •

            We note your disclosure on page 121 that Vellar notified Profusa and NorthView in early February 2024 of its continued interest in a private placement investment. This statement appears to be inconsistent with
              your disclosure that Vellar held a meeting with NorthView and Profusa’s management on January 29, 2024 and again on February 5, 2024 with “another investor.” Please revise your disclosures to address this inconsistency;

    Response: The Company acknowledges the Staff’s comment and has revised the “Background to Discussions with Financing Sources” section on page 122 of the Amendment to update,
        provide greater detail and address the date inconsistencies starting with “Through their relationship with HCW, Profusa and NorthView received notice on January 26, 2024 that Vellar would like to reengage in financing discussions, if it was
      not too late.”

          •

            We note your disclosure on page 121 that various drafts of the term sheet were exchanged with Vellar between February 7 and February 14, 2024. Please revise to provide additional detail regarding the changes to
              the material terms for each such draft exchanged between the parties;

    Response: The Company acknowledges the Staff’s comment and has revised the “Background to Discussions with Financing Sources“ section on page 122 of the Amendment to provide
        additional detail regarding the changes in material terms for each draft exchange between the parties.

          •

            We refer to your disclosure on pages xviii and 6 that Vellar is expected to syndicate the Stock Subscription and CSED transactions to partner with another investor, but no such party has been determined yet.
              Please clarify whether the financing is conditioned upon Vellar syndicating the transactions. You also reference on page 121 that Vellar intends to partner with “Atalaya” and requested your approval of such partnership, which you provided.
              Please clarify whether Atalaya has agreed to partner with Vellar as the additional private investor and revise your disclosure accordingly. If applicable, please disclose what relationship Atalaya has to Vellar, NorthView, the Sponsor,
              Profusa and its affiliates;

    Response: The Company acknowledges the Staff’s comment and has revised the “Background to Discussions with Financing Sources” section on page 123 of the Amendment. The Company
      further advises the Staff that the financing is not conditioned upon Vellar syndicating the transactions; however, the size and timing of funding of the transaction may differ if Vellar is not able to find a co-investor.

            Jack Stover

            NorthView Acquisition Corporation

            March 29, 2024

            Page 3

          •

            We refer to your disclosure on page 122 that HCW contacted Arena on February 16, 2024 to terminate further negotiation regarding potential financings through Arena, including the $150 million ELOC. We also note
              that the binding term sheet with Vellar provides that the financing does not include any ELOCs. However, you disclose on page 121 that due to the private placement investment of $5 million and ELOC, Vellar had decided to partner with another
              investor. Please reconcile your disclosure as appropriate;

    Response: The Company acknowledges the Staff’s comment and has revised the Background to Discussions with Financing Sources section on pages 122 and 123 of the Amendment to address
        the inconsistency of the statement regarding the ELOC.

          •

            You disclose that Vellar asked that Management consider making a tender offer to outstanding Rights shareholders, and that Management was supportive of the concept subject to reasonable cost/benefit analysis and
              the Company and would consider an offering prior to close of the business combination. Please disclose whether this tender offer is a condition to the financing, and tell us whether the company intends to conduct this tender offer; and

    Response: The Company acknowledges the Staff’s comment and has revised the Background to Discussions with Financing Sources section on page 124 of the Amendment.

          •

            You disclose on page 162 that you are continuing to seek additional private placement funds of $3 million from other private investors. Please clarify the current status of discussions and negotiations regarding
              the contemplated Vellar transactions and the additional private placement. To the extent that negotiations and marketing processes for such financings are ongoing, please disclose material details of those processes, including who has
              selected or will select the .potential investors; when selected, the relationships the private investors have to NorthView, the Sponsor, Profusa and their affiliates, and the placement agent, if any; and how the terms of the transactions were
              determined, as applicable.

    Response: The Company acknowledges the Staff’s comment and has revised the Background to Discussions with Financing Sources section on page 122 and Description of the
      Transaction section on page 164 of the Amendment to reflect that the parties are not currently in discussions with other private investors.

            3.

              We note your disclosure that the consummation of the Stock Subscription will be conditioned upon, among other things, “the shares of New Profusa Common Stock that will be received by Vellar upon the Closing
                pursuant to the Stock Subscription shall have been registered under this proxy statement/prospectus and shall be freely tradable by Vellar without restriction.” Please provide your legal analysis as to why it is appropriate to register the
                primary issuance of such shares. In this regard, it appears that you commenced the offering of securities to Vellar privately and are attempting to complete the offering through a public offering. Please note that a transaction that
                commenced privately cannot be converted to a registered offering. For guidance, refer to Questions 134.02, 134.03, and 139.09 of our Securities Act Sections Compliance and Disclosure Interpretations.

    Response: The Company acknowledges the Staff’s comment and has revised its disclosure on page 124 of the Amendment. The Company has also revised the Amendment to provide
        clarifications that conversations with Vellar regarding the private offering by Profusa did not commence until January 2024.

    Additionally, the Company respectfully advises the Staff that Vellar is acquiring shares of the target, Profusa, and not from the Company. After Vellar and Profusa’s other shareholders make an
      investment decision regarding the approval of the merger with the Company and its subsidiary, NV Merger Sub, Vellar will receive shares of the Company’s common stock in the same manner as the other Profusa shareholders. As such, so there is no
      primary issuance of shares by the registrant outside of the merger consideration in this instance.

            Jack Stover

            NorthView Acquisition Corporation

            March 29, 2024

            Page 4

    Revenue Assumptions, page 133

          4.

            We note your revised disclosure on page 133 in response to prior comment 2, which we reissue in part. Please revise to describe the specific assumptions related to “market coverage through distribution and
              commercial partners, and practicality of that coverage through our contemplated commercial network.”

    Response: The Company acknowledges the Staff’s comment and has updated the “Revenue Assumptions” section on page 135 of the Amendment.

    Unaudited Pro Forma Condensed Combined Financial Information, page 161

          5.

            We note your response to comment 6. Once the terms of the JV and license agreement are finalized, please update your response accordingly.

    Response: The Company acknowledges the Staff’s comment and confirms that the agreements have not yet been finalized.

          6.

            In regards to the Vellar Transactions, please address the following:

          •

            Vellar is expected to syndicate the transactions to partner with another investor, however no such party has been determined yet. Expand your disclosures to address what will happen if Vellar is not able to
              identify an additional investor;

    Response: The Company acknowledges the Staff’s comment and has revised the “Background to Discussions with Financing Sources” section on page 123 to address the impact to the
        financing if Vellar is not able to identify an additional investor.

          •

            With reference to the authoritative literature you relied on, expand your disclosures to address how you will account for the cash-settled equity derivative transactions; and

    Response: The Company acknowledges the Staff’s comment and advises that the Company is in the process of negotiating the terms of the definitive agreements, and therefore the
      terms of the agreement are not yet finalized. Once the terms of the definitive agreement are finalized, the Company will analyze the accounting treatment of such agreements.

      In response to the Staff’s comment, the Company has revised its disclosure on page 167 of the Amendment. The Company is currently working through the preliminary guidance relating to a typical analysis for hybrid financial instruments. First,
        the Company is considering the separate units of account within the Vellar agreement and identifying whether each of the units of account are freestanding financial instruments under the guidance included in ASC 480, Distinguishing Liabilities from
        Equity, and whether any or all freestanding financial instruments represent liabilities pursuant to ASC 480. For components or units of account that are not freestanding financial instruments or that don’t appear to be liabilities pursuant to ASC
        480, management will then consider whether those units of account represent “derivative” instruments or embedded derivatives under ASC 815-40, Contracts in Entity’s Own Equity, and whether any such units determined to meet the definition of a
        derivative, which point management will go through an indexation analysis as well as “equity” classification guidance pursuant to ASC 815-40-25-7 through 25-10. Any unit(s) of account that do not qualify for an equity scope exception under ASC 815,
        will be accounted for as a derivative asset and/or liability and marked-to-market through earnings from the contract execution date through the final settlement of any/each such unit of account or through the settlement date in the case of the
        CSED.

      The Company plans to include all required disclosures including a description of the Company’s accounting analysis and related conclusions as well as the impact on the Company’s consolidated financial statements for all periods beginning with
        the date of contract execution and through the date tha

United States securities and exchange commission logo
March 22, 2024
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 7 to Registration Statement on Form S-4
Filed March 5, 2024
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 30, 2024 letter.
Amendment No. 7 to Registration Statement on Form S-4 Filed March 5, 2024
Risk Factors
The issuance of NorthView or New Profusa Common Stock to Vellar . . ., page 80
1.We note your disclosure that "it is anticipated that immediately following completion of
the Business Combination, if there are no additional redemptions by NorthView’s public
stockholders, Vellar and the other investor will together own approximately 17.4% of the
outstanding New Profusa Common Stock or, if there are redemptions by NorthView’s
public stockholders up to the maximum level presented for the Business Combination in
the accompanying proxy statement/prospectus, Vellar and the other investor will own
approximately 18.0% of the outstanding New Profusa Common Stock." Please revise your
table on page xiii to more clearly reflect the impact of the issuance of New Profusa
Common stock to Vellar and the other investor pursuant to the CSED, consistent with the
disclosure in this risk factor.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 March 22, 2024 Page 2
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
March 22, 2024
Page 2
Background to Discussions with Financing Sources, page 119
2.We note your revised disclosure in response to prior comment 3. Please revise your
disclosure to address the following comments:

•You disclose on page 119 that NorthView management entered into an NDA in
August 2022 with representatives of Cohen & Company’s affiliate, Vellar, to discuss
the private placement in connection with the SPAC business combination, and
concluded in April 2023 that Vellar was “not able to commit to an investment at that
time.” Please describe in greater detail the negotiation and marketing process for the
private placement with Vellar, including who identified and selected the potential
PIPE investors, and what relationship Cohen and/or Vellar have to the SPAC, the
Sponsor, Profusa and its affiliates. We refer to your disclosure on page 121 that
NorthView received further notice from Vellar in early February 2024 through its
relationship with HCW;

•We note your disclosure on page 121 that Vellar notified Profusa and NorthView in
early February 2024 of its continued interest in a private placement investment. This
statement appears to be inconsistent with your disclosure that Vellar held a meeting
with NorthView and Profusa’s management on January 29, 2024 and again on
February 5, 2024 with “another investor.” Please revise your disclosures to address
this inconsistency;

•We note your disclosure on page 121 that various drafts of the term sheet were
exchanged with Vellar between February 7 and February 14, 2024. Please revise to
provide additional detail regarding the changes to the material terms for each such
draft exchanged between the parties;

•We refer to your disclosure on pages xviii and 6 that Vellar is expected to syndicate
the Stock Subscription and CSED transactions to partner with another investor, but
no such party has been determined yet. Please clarify whether the financing is
conditioned upon Vellar syndicating the transactions. You also reference on page 121
that Vellar intends to partner with “Atalaya” and requested your approval of such
partnership, which you provided. Please clarify whether Atalaya has agreed to partner
with Vellar as the additional private investor and revise your disclosure
accordingly. If applicable, please disclose what relationship Atalaya has to Vellar,
NorthView, the Sponsor, Profusa and its affiliates;

•We refer to your disclosure on page 122 that HCW contacted Arena on February 16,
2024 to terminate further negotiation regarding potential financings through Arena,
including the $150 million ELOC. We also note that the binding term sheet with
Vellar provides that the financing does not include any ELOCs. However, you
disclose on page 121 that due to the private placement investment of $5 million and
ELOC, Vellar had decided to partner with another investor. Please reconcile your

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 March 22, 2024 Page 3
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
March 22, 2024
Page 3
disclosure as appropriate;

•You disclose that Vellar asked that Management consider making a tender offer to
outstanding Rights shareholders, and that Management was supportive of the concept
subject to reasonable cost/benefit analysis and the Company and would consider an
offering prior to close of the business combination. Please disclose whether this
tender offer is a condition to the financing, and tell us whether the company intends
to conduct this tender offer; and
•You disclose on page 162 that you are continuing to seek additional private
placement funds of $3 million from other private investors. Please clarify the current
status of discussions and negotiations regarding the contemplated Vellar transactions
and the additional private placement. To the extent that negotiations and marketing
processes for such financings are ongoing, please disclose material details of those
processes, including who has selected or will select the potential investors; when
selected, the relationships the private investors have to NorthView, the Sponsor,
Profusa and their affiliates, and the placement agent, if any; and how the terms of the
transactions were determined, as applicable.
3.We note your disclosure that the consummation of the Stock Subscription will be
conditioned upon, among other things, "the shares of New Profusa Common Stock that
will be received by Vellar upon the Closing pursuant to the Stock Subscription shall have
been registered under this proxy statement/prospectus and shall be freely tradable by
Vellar without restriction." Please provide your legal analysis as to why it is appropriate to
register the primary issuance of such shares. In this regard, it appears that you commenced
the offering of securities to Vellar privately and are attempting to complete the offering
through a public offering. Please note that a transaction that commenced privately cannot
be converted to a registered offering. For guidance, refer to Questions 134.02, 134.03, and
139.09 of our Securities Act Sections Compliance and Disclosure Interpretations.
Revenue Assumptions, page 133
4.We note your revised disclosure on page 133 in response to prior comment 2, which we
reissue in part. Please revise to describe the specific assumptions related to “market
coverage through distribution and commercial partners, and practicality of that coverage
through our contemplated commercial network.”
Unaudited Pro Forma Condensed Combined Financial Information, page 161
5.We note your response to comment 6.  Once the terms of the JV and license agreement are
finalized, please update your response accordingly.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 March 22, 2024 Page 4
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
March 22, 2024
Page 4
6.In regards to the Vellar Transactions, please address the following:

•Vellar is expected to syndicate the transactions to partner with another investor,
however no such party has been determined yet.  Expand your disclosures to address
what will happen if Vellar is not able to identify an additional investor;

•With reference to the authoritative literature you relied on, expand your disclosures to
address how you will account for the cash-settled equity derivative transactions; and

•Expand your disclosures to clarify how the settlement amount will be determined for
the Recycled Shares, including the 2.5 million shares to be received at the closing
date.
Accounting for the Business Combination, page 166
7.We note that the Milestone Earnout Rights, Sponsor Inducement Recoupment Earnout
Rights and Profusa Inducement Recoupment Earnout Rights are considered to be indexed
to the New Profusa’s own stock because, in part, they are contingently exercisable
exclusively on the basis of the New Profusa’s own share price and/or by reference to the
Company’s own operations (i.e. revenue targets).  With reference to Milestone III, which
relates to the closing of the APAC Joint Venture, please re-assess how you determined
they were indexed to the New Profusa's own stock as well as the resulting accounting.
Results of Operations, page 250
8.We note your disclosure on page 250 that Profusa was awarded a subcontract with
ACESO’s collaborator, the Komfo Anokye Teaching Hospital (“KATH”) in Ghana.
Please revise to disclose the material terms of the subcontract, and file the Statement of
Work as an exhibit to your registration statement or explain why you do not believe that
you are required to do so.
Liquidity and Capital Resources, page 252
9.We note your response to prior comment 7, which we reissue. Please expand your
disclosure relating to your NIH and DARPA government grants, where applicable, to
discuss the material terms of the grants, including the amount and when Profusa received
each grant. Please expand your risk factor disclosure regarding the rights the government
has with respect to Profusa’s technology and patents and the portion of its business that
would be affected by the potential exercise of march-in rights.
10.We note your revised disclosure in response to prior comment 9. Please revise your
disclosure, where applicable, to address the following:

•We note your disclosure on page 253 that you expect to sign and execute a License
Agreement and Shareholders Agreement with Best Life Technology Ltd., an entity
wholly owned and controlled by Tasly in connection with and on or around the same

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 March 22, 2024 Page 5
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
March 22, 2024
Page 5
date as the closing of the proposed business combination, and that the APAC Joint
Venture will not begin any activities until the closing date of such agreement. We
also note that the Carbis Bay and BC hSensor Limited are also investors in the APAC
Joint Venture binding term sheet. Please expand your disclosure relating to the
License Agreement and Shareholders Agreement, including whether these
agreements include terms that are materially different than the terms of the binding
term sheet and whether the two other investors are party to such agreements, and file
the agreements as exhibits to the registration statement or explain why you do not
believe you are required to do so; and

•You disclose on page 260 that “it is necessary for the APAC Joint Venture to close in
order to complete the Business Combination, as the APAC Joint Venture is a
condition of the financing transaction.” Please include risk factor disclosure to
highlight the consequences to investors if you are not able to close the APAC Joint
Venture.
Certain Relationships and Related Person Transactions, page 258
11.We note your revised disclosure in response to prior comment 10, which we reissue in
part. Please file the loan agreement as an exhibit to the prospectus or provide your
analysis as to why it would not be required under Item 601(b)(10) of Regulation S-K.
General
12.We note your revised disclosure in response to prior comment 14. However, we refer
to your disclosure in your extension proxy filed on February 28, 2024 that you initiated
the process of liquidating the U.S. government treasury obligations held in the Trust
Account into cash in an interest bearing demand deposit account on January 2, 2024. You
also disclose on page 71 relating to the conversion of assets in the Trust Account into
cash. Please revise your disclosure here and elsewhere in the prospectus to clarify, if true,
that the assets in the Trust Account have already been moved into cash in a deposit
account at a bank and disclose the date you initiated the process of liquidating the assets
held in the Trust Account. We refer to your disclosure on pages 1 and F-7.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 March 22, 2024 Page 6
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
March 22, 2024
Page 6
            Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

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

    March 4, 2024

    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. 6 to Registration Statement on Form S-4

            Filed January 16, 2024

            File No. 333-269417

    To Whom It May Concern:

    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. 7
      (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 January 30, 2024 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the convenience of the
      Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Amendment No. 6 to Registration Statement on Form S-4 filed January 16, 2024

    Impact of the Business Combination and Convertible Securities on New Profusa’s Public Float, page 7

          1.

            We note your disclosures in this tabular presentation and elsewhere in the filing that the shares to be issued under the Convertible Bridge Loan and NorthView Working Capital loans will be converted at prices
              substantially below the redemption price. We also note your disclosure on page 160 that New Profusa is seeking to issue and sell 500,000 shares of New Profusa Common Stock in exchange for $2.0 million in proceeds, which implies a per share
              price of $4.00. Please more fully address these transactions, including under risk factors, since the conversion rates and PIPE pricing seem to indicate the redemption price exceeds the fair value of the shares being issued. In addition,
              reconcile your disclosure regarding your PIPE on page 160 to your disclosure on page xviii that “NorthView expects that there will be no material differences between the terms and price of securities issued at the time of the IPO and the
              securities issued to any PIPE investors at the time of the Business Combination.”

    Response: We acknowledge the Staff’s comment and have revised the disclosure on page 85.

                  Jack Stover

                  NorthView Acquisition Corporation

                  March 4, 2024

                  Page 2

    We further advise the Staff that the previously contemplated “PIPE” transaction is not expected to be consummated. The Company has included disclosure regarding a new proposed transactions with Vellar Opportunities Fund Master, Ltd. and potential other investors, as further described in the Amendment.

    Revenue Assumptions, page 132

          2.
          We note your response to prior comments 3 and 4. Please expand your disclosure to discuss your calculation of the potential rates for your Lumee Glucose and Lumee
              Oxygen products, including any relevant assumptions underlying such calculations. Please also revise footnote 11 on page 133 to provide an updated website address relating to your expected growth rate for Lumee Glucose for 2025.

    Response: We acknowledge the Staff’s comment and have revised the disclosure on pages 131 accordingly.

    Description of the Transactions, page 159

          3.

            We note your revised disclosure in response to prior comment 6 that several draft term sheets for a possible ELOC and Convertible Note with Arena were exchanged and discussed between August 15, 2023 and September
              11, 2023. Please expand your disclosure relating to the evolution of the proposed financing arrangement, including whether any changes were made to material terms of the proposed financing, the reasons for such terms, each party’s position on
              such issues, the proposals and counter-proposals made during the course of negotiations, and how you reached agreement on the final terms and conditions.

    Response: We acknowledge the Staff’s comment and have revised the disclosure on pages 159 through 161. We further advise the Staff that discussions regarding the previously contemplated “PIPE” transaction have
      terminated and the Company has been revised such disclosure to include the proposed transactions with Vellar Opportunities Fund Master, Ltd. and other investors, as further described in the Amendment, pursuant to
      the binding term sheet included as Exhibit 10.9.

    Unaudited Pro Forma Condensed Combined Financial Information, page 159

          4.

            On page 162 as part of the pro forma financial information, you discuss a $2.0 million loan agreement with Arena. In other disclosures, including on pages xvii and 120, the disclosures related to Arena refer to
              different amounts, specifically a $3.3 million drawdown at close. Please summarize the terms of the financing arrangements with Arena in your pro forma financial information, how you determined the amounts that should be reflected related to
              these arrangements in your pro forma financial information, and your basis for reflecting the Arena transactions in your pro forma financial information if the arrangements have not yet been finalized.

    Response: We acknowledge the Staff’s comment and have revised the disclosure on pages 159 through 161. We further advise the Staff that discussions regarding the previously contemplated “PIPE” transaction have
      terminated and the Company has been revised such disclosure to include the proposed transactions with Vellar Opportunities Fund Master, Ltd. and other investors, as further described in the Amendment, pursuant to
      the binding term sheet included as Exhibit 10.9.

          5.

            We note your response to prior comment 9 and have the following comments:

          •

            Article 11 of Regulation S-X has been revised to eliminate the requirement that pro forma adjustments to the statement of operations have a continuing impact on consolidated results of operations and adjustments
              for non-recurring items are now required in the pro forma consolidated statement of operations if they represent transaction adjustments related to the merger. Accordingly, we reissue our prior comment; and

          •

            Specifically address how you are accounting for the Inducement Shares issued in connection with the Senior Convertible Promissory Notes and the Working Capital loan.

                  Jack Stover

                  NorthView Acquisition Corporation

                  March 4, 2024

                  Page 3

    Response: The Company respectfully advises the Staff that, as discussions with Arena have terminated and the previously contemplated Arena transactions are no longer expected to be consummated, the Company has
      revised the pro forma adjustments. The Company further advises the Staff that the Company’s $1.5 million working capital loan bears no interest, and thus has not been added to the proforma income statement.  Tickmark (FF) in the proforma income
      statement has now been updated to present the 12% interest which accrues on the Profusa $1.5 million convertible note.

    The Company further advises that all shares have been accounted for as newly issued shares in the pro forma common stock reconciliation.  Since the Company’s prior S-4/A filing, the Company has determined that
      inducement shares are unlikely to be issued for the Senior Convertible Promissory Notes or the NorthView Working Capital Loan. As such, the inducement shares have been removed from the proforma presentation.

          6.

            We note your response to prior comment 6. With reference to the specific terms of the JV agreement, the license agreement and the authoritative literature you are relying on, please more fully explain why you
              believe the $6 million represents consideration for the sale of a 60% interest in the JV rather than revenue recognized pursuant to ASC 606.

    Response:

    Disclaimer as to the preliminary nature of the JV and License Agreements

    Management respectfully advises the Staff that, although the closing of the business combination with Profusa is contingent upon consummation of the transactions contemplated by the “JV agreement” and related license
      agreement (i.e., requiring pro forma presentation pursuant to Article 11), the JV agreement, license agreement and any other related agreements have not been executed and are still preliminary. As a result, management’s judgments regarding the
      accounting treatment for the JV and related agreements are also preliminary. However, on a preliminary basis pro forma basis, management presented the assumption that the combined company and Tasly have contracted, through the “JV” arrangement, to
      develop the Licensed Products in a manner that will allow the parties to such contract to share the related risks and benefits (i.e., they are developing an asset in a collaborative arrangement) rather than on an equal basis as would be contemplated
      by a true joint venture as defined in ASU 2023-05.

    Description of the terms of the JV and License Agreements

    Under the terms of the Binding Term Sheet for APAC Joint Venture, as amended (“APAC JV” or “JV”) it is intended that Profusa (and therefore the combined company) will set up a wholly-owned subsidiary in Singapore (the
      “JV”) to develop and commercialize the Lumee Glucose and Lumee Oxygen medical device products (the “Licensed Products”) previously under development by the Company. The Company will then grant the JV, in the form of a capital contribution from the
      Company, a License to the Licensed Products. Subsequent to the contribution of the License to the JV, it is intended that Tasly will acquire 60% of the issued share capital of the JV from the Company.

    It is intended by the parties that the License granted to the JV will be in the form of an irrevocable, exclusive, perpetual, sub-licensable and assignable license in Asia Pacific regarding (i) the rights to use,
      implement, develop and improve the Licensed IP; (ii) the rights to develop, manufacture, register (as the market authorization holder), distribute, sell, and promote the Licensed Products. The Company will enter into a Licensing Agreement (“LA”) with
      the JV that may only be terminated at the sole discretion of the JV.

    Conditional upon the valuation of the License being no less than $10 million, Tasly agrees to purchase ordinary shares representing 60% of the total issued share capital of the JV for a purchase price equal to $6
      million. As consideration for the contributed License, it is contemplated that the Company will then be entitled to License fees from the JV in the form of a 5% royalty on Net Sales of the Licensed Products or 30% of proceeds received by the JV from
      sub-licensing arrangements should the JV successfully commercialize the Licensed Products in Asia Pacific.

    Under the terms of the License Agreement the JV intends to obtain an exclusive license from the Company to any and all Intellectual Property Rights used by or related to the Licensed Products (the “Licensed IP”) and to
      all related Licensed Patents, Licensed Know-How and Licensed Software (the “Licensed Technology”). The License granted to the JV is to be granted in the form of an irrevocable, exclusive, perpetual, royalty bearing, sublicensable and fully
      transferable license to (i) use, implement, develop and improve the Licensed Technology and (ii) Develop, Manufacture and Commercialize the Licensed Products solely within the Licensed Territory (the “License”).

                  Jack Stover

                  NorthView Acquisition Corporation

                  March 4, 2024

                  Page 4

    Within ten days of executing the Shareholders Agreement between Tasly, Profusa and the JV, whereby Tasly acquires 60% of the issued share capital of the JV, the Parties shall establish a joint steering committee (the
      “JSC”) for the overall coordination of all major activities associated with the Development and Manufacturing of the Licensed Products under the License Agreement and to facilitate communications between the parties.

    The JSC shall be comprised of an equal number of representatives from each Party with each Party’s representatives having sufficient seniority to make decisions arising within the scope of the JSC’s responsibilities. The
      JSC is only intended to be an advisory and communication body between the parties and will not have the authority to override the decision-making authority arising from the JV Agreement or the License Agreement. As described above, the Company is
      expected to receive royalties on Net Sales of the JV and a percentage of sublicensing proceeds received by the JV as compensation for the License contributed to the JV.

    Discussion of Preliminary Accounting analysis and judgments

    In arriving at the preliminary conclusion that the $6 million, to be paid by Tasly in return for 60% of the issued share capital of the JV, represents consideration for an equity interest in the JV entity, and not
      revenue to be recognized from a customer contract pursuant to ASC 606, management has considered the following authoritative literature:

    A fundamental requirement for revenue recognition under ASC 606 is that an entity have an enforceable contract with a “customer”. The Standard defines “customer” as “a party that has contracted with an entity to obtain
      goods or services that are an output of the entity’s ordinary activities in exchange for consideration”.

    Under the terms of the preliminary agreements, Tasly, the only third-party to the JV transaction, will enter into a contract to obtain a 60% equity interest in the JV entity and will not enter into an agreement to
      directly obtain goods or services that are the output of the Company’s ordinary activities. The $6 million of consideration to be received from Tasly, takes into account not only the value of the license but also the JV entity’s other assets and
      liabilities and future earning potential.

    Also, pursuant to ASC 606-10-25-23 an entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or services (that is, an asset) to a customer. An asset is
      transferred when (or as) the customer obtains control of that asset.

    The Standard further explains, “Control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other
      entities from directing the use of, and obtaining the benefits from, an asset. The benefits of an asset are the potential cash flows (inflows or savings in outflows) that can be obtained directly or indirectly in many
        ways, such as by:

      a. Using the asset to produce goods or provide services (including public services)

      b. Using the asset to enh

United States securities and exchange commission logo
January 30, 2024
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 6 to Registration Statement on Form S-4
Filed January 16, 2024
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 13, 2023 letter.
Amendment No. 6 to Registration Statement on Form S-4 filed January 16, 2024
Impact of the Business Combination and Convertible Securities on New Profusa's Public Float,
page 7
1.We note your disclosures in this tabular presentation and elsewhere in the filing that the
shares to be issued under the Convertible Bridge Loan and NorthView Working Capital
loans will be converted at prices substantially below the redemption price. We also note
your disclosure on page 160 that New Profusa is seeking to issue and sell 500,000 shares
of New Profusa Common Stock in exchange for $2.0 million in proceeds, which implies a
per share price of $4.00. Please more fully address these transactions, including under risk
factors, since the conversion rates and PIPE pricing seem to indicate the redemption price
exceeds the fair value of the shares being issued. In addition, reconcile your disclosure
regarding your PIPE on page 160 to your disclosure on page xviii that "NorthView
expects that there will be no material differences between the terms and price of securities

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 January 30, 2024 Page 2
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
January 30, 2024
Page 2
issued at the time of the IPO and the securities issued to any PIPE investors at the time of
the Business Combination . . . ."
Revenue Assumptions, page 132
2.We note your response to prior comments 3 and 4. Please expand your disclosure to
discuss your calculation of the potential penetration rates for your Lumee Glucose and
Lumee Oxygen products, including any relevant assumptions underlying such
calculations. Please also revise footnote 11 on page 133 to provide an updated website
address relating to your expected growth rate for Lumee Glucose for 2025.
Description of the Transactions, page 159
3.We note your revised disclosure in response to prior comment 6 that several draft term
sheets for a possible ELOC and Convertible Note with Arena were exchanged and
discussed between August 15, 2023 and September 11, 2023. Please expand your
disclosure relating to the evolution of the proposed financing arrangement, including
whether any changes were made to material terms of the proposed financing, the reasons
for such terms, each party’s position on such issues, the proposals and counter-proposals
made during the course of negotiations, and how you reached agreement on the final terms
and conditions.
Unaudited Pro Forma Condensed Combined Financial Information, page 159
4.On page 162 as part of the pro forma financial information, you discuss a $2.0 million
loan agreement with Arena.  In other disclosures, including on pages xvii and 120, the
disclosures related to Arena refer to different amounts, specifically a $3.3 million
drawdown at close.  Please summarize the terms of the financing arrangements with
Arena in your pro forma financial information, how you determined the amounts that
should be reflected related to these arrangements in your pro forma financial information,
and your basis for reflecting the Arena transactions in your pro forma financial
information if the arrangements have not yet been finalized.
5.We note your response to prior comment 9 and have the following comments:

•Article 11 of Regulation S-X has been revised to eliminate the requirement that pro
forma adjustments to the statement of operations have a continuing impact on
consolidated results of operations and adjustments for non-recurring items are now
required in the pro forma consolidated statement of operations if they represent
transaction adjustments related to the merger. Accordingly, we reissue our prior
comment; and

•Specifically address how you are accounting for the Inducement Shares issued in
connection with the Senior Convertible Promissory Notes and the Working Capital
loan.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 January 30, 2024 Page 3
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
January 30, 2024
Page 3
6.We note your response to prior comment 6.  With reference to the specific terms of the JV
agreement, the license agreement and the authoritative literature you are relying on, please
more fully explain why you believe the $6 million represents consideration for the sale of
a 60% interest in the JV rather than revenue recognized pursuant to ASC 606.
Results of Operations
Comparison of the Nine months Ended September 30, 2023 to the Nine months Ended
September 30, 2022
Government grant revenue, page 248
7.We note your disclosure that government grant revenue increased from $0 to $0.03 as
a result of the Company "beginning work on a subcontract to evaluate a continuous
wireless biosensing technology, the Lumee Oxygen product, to provide clinical data in a
sepsis clinical study." In an appropriate place in your filing, please describe the material
terms of this subcontract, and file any related agreement(s) as an exhibit to your
registration statement, if material to your business.
Liquidity and Capital Resources, page 250
8.We note your response to prior comment 11 that Profusa entered into a Note Purchase
Agreement on November 29, 2023 that provides for the issuance of up to $3 million of
senior secured promissory notes of Profusa and that a total principal amount of notes of
$1.2 million has been issued under the Note Purchase Agreement to date. Please revise to
clearly state this in your disclosure.
Certain Relationships and Related Person Transactions, page 259
9.We note your revised disclosure in response to prior comment 12 relating to the
amendment to the binding term sheet for the APAC Joint Venture, which we reissue in
part. Please revise to clearly specify material terms of the amended term sheet, including
the termination provision.
10.We acknowledge your revised disclosure in response to prior comment 13, which we
reissue in part. While we note your disclosure on page 245 and elsewhere that the original
maturity date of the loan was extended to March 31, 2024, we also refer to your disclosure
on page F-55 that the maturity date was extended to March 31, 2023. Please revise to
address this inconsistency. Please also file the loan agreement as an exhibit to the
prospectus or provide your analysis as to why it would not be required under Item
601(b)(10) of Regulation S-K.
Management of New Profusa after the Business Combination, page 274
11.We note your revised disclosure in response to prior comment 14. Please revise to include
disclosure describing Ben C. Hwang's and Rajesh Asorpota's business experience during
the past five years and briefly discuss the specific experience, qualifications, attributes or
skills that led you to the conclusion that the person should serve as your director. With

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 January 30, 2024 Page 4
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
January 30, 2024
Page 4
respect to the other individuals listed in this section, please provide substantially similar
disclosure to that requested above, or provide a cross-reference to this disclosure
elsewhere in the filing.
Exhibits
12.We note your exhibit 10.8. Please refile your exhibit to ensure it is in the proper text-
searchable format. See Item 301 of Regulation S-T.
General
13.Please address the following issues related to your investor presentation filed January 29,
2024:

•We note that slide 10 of your investor presentation filed January 29, 2024, addressing
the "large unmet need," includes estimates for certain patient populations in the
Oxygen Market that do not appear to be consistent with the total addressable patient
population numbers in your table on page 134 of your filing. Please tell us the reason
for this inconsistency, or revise for consistency.

•We note slide 17 discussing "Use of Proceeds," and slide 19 discussing your
transaction overview, including illustrative sources and uses. We also note your
disclosure in your registration statement that "For more information regarding the
sources and uses of the funds utilized to consummate the Transactions, please see the
section entitled 'Proposal 1—The Business Combination Proposal—The Merger
Agreement—Merger Consideration'."  However, the disclosures in your slides do not
appear to be included in your registration statement. Please provide corresponding
disclosure in your registration statement or explain why you have omitted this
information from your registration statement.
14.We note your disclosure that "[a]s of September 30, 2023, substantially all of the assets
held in the Trust Account were held in mutual funds that invest in U.S Treasury
Securities." Given that the assets in your trust account are securities, including U.S.
Government securities or shares of money market funds registered under the Investment
Company Act and regulated pursuant to rule 2a-7 of that Act, disclose the risk that you
could be considered to be operating as an unregistered investment company. Disclose that
if you are found to be operating as an unregistered investment company, you may be
required to change your operations, wind down your operations, or register as an
investment company under the Investment Company Act. Also include disclosure with
respect to the consequences to investors if you are required to wind down your operations
as a result of this status, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and any warrants, which
would expire worthless.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 January 30, 2024 Page 5
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
January 30, 2024
Page 5
            Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

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

    January 16, 2023

    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. 5 to Registration Statement on Form S-4

            Filed October 30, 2023

            File No. 333-269417

    To Whom It May Concern:

    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. 6 (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 November 13, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the convenience of the Staff, the comments
      included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Amendment No. 5 to Registration Statement on Form S-4 filed October 30, 2023

    Impact of the Business Combination and Convertible Securities on New Profusa’s Public Float, page 7

          1.

            We note your disclosure on page 151 relating to the updated PIPE transaction. Please disclose whether the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement and the
              per share consideration as of a recently practicable date that includes the 133,333 Inducement Shares to be transferred to the PIPE investors. Please also highlight material differences in the terms and price of securities issued at the time
              of the IPO as compared to private placements contemplated at the time of the business combination.

    Response:  We acknowledge the Staff’s comment and have amended the disclosure on pages xviii and 7 accordingly.

    The Background of the Business Combination, page 106

          2.

            We note your deletion on page 122 of disclosure relating to H.C. Wainwright’s role as Profusa’s financial advisor in connection with the merger, HCW’s preparation of Profusa’s initial financial projections, and
              the fees that HCW will receive for its services. Please restore this disclosure or advise why this disclosure is no longer applicable to your company.

    Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that the previous disclosure stating that HCW prepared Profusa’s financial projections was
      inaccurate, and that the financial projections were prepared solely by Profusa’s management.  We have amended the disclosure on page 109 accordingly.

    Revenue Assumptions, page 124

          3.

            We note your revised disclosure on pages 124 and 125 relating to the annual growth rates of revenue for the Lumee Oxygen and Lumee Glucose products, specifically the significant changes for the expected growth
              rate of revenue for 2025 from 247% to 291% for Lumee Oxygen and from 719% to 5,873% for Lumee Glucose. Please explain the reasons underlying such changes in the projected revenue growth rate for 2025.

    Response: We acknowledge the Staff’s comment and respectfully advise the Staff that the expected growth rates were updated due to a mathematical error in a previous S-4/A
      submission, which was corrected in Amendment No. 5 to the Registration Statement.

    The Company further advises the Staff that the annual growth rate was added to the projected revenue table on page 131 to provide a reference to the corrected annual growth rate calculation.

    Basis of Revenue Assumptions, page 125

          4.

            We note your disclosure that “[d]evelopment of the revenue estimates for Lumee Oxygen and Lumee Glucose relied on calculations of the total addressable market available to potential penetration by both products.”
              Please revise your disclosure here to include the estimates of total addressable market for both Lumee Oxygen and Lumee Glucose, potential penetration rates, and how these estimates were used to develop the revenue estimates for both Lumee
              Oxygen and Lumee Glucose for the periods presented in the projections. Include any relevant assumptions underlying your total addressable market estimates and potential penetration calculations.

    Response: We acknowledge the Staff’s comment and have amended the disclosure on page 127 accordingly.

    Management assessment that growth rates are reasonable, page 126

          5.

            We note your disclosure on page 126 that the Lumee Glucose revenue numbers were cross-referenced and viability-checked with the patient launch numbers for Abbott’s Freestyle Libre CGM system. You also disclose
              that Abbott was used as a reference point since it is a recent entrant to the market and its numbers are indicated in Wall Street sell- side analyst coverage. Please revise to disclose Abbott’s patient launch numbers, discuss whether any
              other competitors meeting this criteria were excluded from the analysis, and explain how Profusa used Abbott as a reference to determine the projected revenue numbers for Lumee Glucose.

    Response: We acknowledge the Staff’s comment and have amended the disclosure on page 134 accordingly.

    Description of the Transactions, page 150

          6.

            We note your disclosure on page 115 that pursuant to a non-binding term sheet, NorthView, Profusa and Arena are expected to enter into an agreement that would allow Arena to purchase up to $150 million of New
              Profusa common stock and a $3,500,000 commitment fee payable to Arena by New Profusa within 30 calendar days of the closing in cash, stock, or a combination of both. Please revise your disclosure throughout the prospectus to address the
              following issues:

          •

            Please revise your filing where appropriate to disclose the number of shares of New Profusa stock issuable to Arena under the agreement, if estimable, as of a recently practicable date, including shares issuable
              to pay the commitment fee. Make conforming changes throughout your filing, including to your risk factor disclosure, to describe the potential dilution to shareholders from the issuance of these shares.

    Response: We acknowledge the Staff’s comment and have amended the disclosure on pages xiii, xiv, xv, xvi, xvii, 8, 20, 21, 97, 107, and 159 accordingly.

          •

            You also disclose that Arena and Profusa entered into the non-binding term sheet after a series of discussions regarding the terms of a potential financing arrangement. Please revise your disclosure on page 115
              and elsewhere in the prospectus to clearly discuss the evolution of the proposed financing arrangement, including the reasons for such terms, each party’s position on such issues, the proposals and counter- proposals made during the course of
              negotiations, and how you reached agreement on the final terms and conditions.

    Response: We acknowledge the Staff’s comment and have amended the disclosure on pages 119 to 121 accordingly.

          •

            Please clarify when the parties entered into the non-binding term sheet and expand your disclosure to discuss the key terms and conditions proposed in the term sheet and definitive agreement.

    Response: We acknowledge the Staff’s comment and have amended the disclosure on page xvii accordingly.

          •

            To the extent that you enter into a binding term sheet or other agreement for the financing arrangement with Arena, please disclose the potential impact of those securities on non-redeeming shareholders,
              including in your sensitivity analysis.

    Response: We acknowledge the Staff’s comment and have amended the disclosure on page xvii accordingly.

          •

            We also refer to your disclosure that New Profusa is expected to enter into a $2 million loan agreement with Arena that is expected to mature six months after the closing of the business combination. Please
              clarify whether NorthView and Profusa have entered into any agreement with Arena with respect to the loan agreement.

    Response: We acknowledge the Staff’s comment and have included non-binding term sheets summarizing the current terms of the Arena financing arrangements as Exhibits 10.9 and
      10.12 to the Registration Statement. The Company further represents to the Staff that it has not entered into a definitive agreement with Arena at this time.

    Please file the term sheet and any other agreements entered into with Arena as exhibits to the prospectus or explain why you believe you are not required to do so. Refer to Item 601(b)(10) of
      Regulation S-K.

    Response: We acknowledge the Staff’s comment and have included the term sheets with Arena as Exhibits 10.9 and 10.12 to the Registration Statement. The Company
      further represents to the Staff that it has not entered into a definitive agreement with Arena at this time.

    Unaudited Pro Forma Condensed Combined Financial Information, page 150

          7.

            We note that it is necessary for the APAC Joint Venture transaction to close in order for Profusa’s conditional waiver of the Minimum Cash Amount to be effective. Please address the following:

          •

            You will transfer 60% of the APAC Joint Venture share capital to Tasly. Please help us understand the impact of this transfer and how it is reflected on your pro forma financial information. Ensure you clarify
              what assets and liabilities will be included as part of this entity and therefore would be included as part of the transfer. Explain whether or not you have historically incurred any expenses that would be reflected in this entity on an
              ongoing basis;

          •

            Disclose how you will account for your remaining 40% investment in this entity and how the investment is reflected in your pro forma financial information;

          •

            Disclose the specified time period for the exclusive license that will be granted to the Joint Venture;

          •

            Explain your basis for reflecting the $6 million amount to be received from Tasly as deferred revenue; and

          •

            Address the need to revise your diagrams on page 8 to reflect the Joint Venture within the ownership structure of New Profusa immediately after the Business Combination.

    Response:  The Company advises the Staff that Profusa is in the process of setting up a wholly owned subsidiary in Singapore (the “JV”) using a nominal amount of equity for
      the purpose of the development and commercialization of Licensed Products (as defined in the Registration Statement) in the Asia Pacific territory.  This license is for intellectual property while the Company awaits FDA approval for its technology.
      The Profusa will then contribute its License(s) to the JV and transfer 60% of the JV interest to Tasly (as defined in the Registration Statement) for $6 million of consideration ($1.6 million of which has been previously borrowed and advanced from
      Tasly). The pro forma information presented in the Registration Statement is preliminary as the JV transaction with Tasly has not yet closed and is expected to close shortly prior to the closing of the Business Combination. Although the accounting
      treatment has not yet been determined, the Company and Profusa expect this JV to be treated as an equity method investment. The Company does not expect there to be any liabilities transferred to the JV entity. However, the Profusa will be
      contributing an irrevocable, exclusive, perpetual, sub-licensable and assignable license in Asia Pacific to use, implement, develop and improve the Licensed Products to the new JV entity. The contributed License is expected to have a fair value of
      $10 million, and the Company will retain a 40% interest in the JV, while transferring 60% of the share capital to Tasly for the consideration described above.  All accounting conclusions will be finalized after the closing of the transaction and the
      finalization of the JV valuation.  The transaction will require a valuation report to be completed by a third party.  For purposes of the preliminary pro forma information presented in the Registration Statement, the Company has accounted for the JV
      transaction as if it paid $4 million in non-cash consideration (representing the fair value of its retained 40% of the Licensed Products contributed to the JV) as its investment and equity interest in the JV. In addition, the Company presented, on a
      pro forma basis, the sale of 60% of the JV and recognized a gain (representing the difference between the $6 million consideration received and the $0 net book value of the Licensed Products prior to the sale). Profusa has not historically incurred
      any expenses that should be reflected in this entity on an ongoing basis.

    As discussed in the paragraph above, the Company expects that the combined company will account for the remaining 40% investment in this entity as an equity method investment in the APAC Joint Venture.  This has been
      updated in our pro forma financial information to show the ongoing investment under tick mark (T).

    The specified term of the exclusive license to be granted to the JV has not yet been defined. The Company currently assumes the term will extend through the life of the JV, or as long as Tasly maintains their controlling
      interest.

    The Company respectfully advises the Staff that the $6 million amount to be received from Tasly was originally expected to be deferred revenue by Profusa management due to the terms of the agreement that indicate the
      Company will have future consideration from the license sales to third parties.  However, upon further review and analysis of the draft JV agreement, this has been adjusted in the Company’s most recent pro forma presentation to clarify that the
      amount represents consideration for the sale of a 60% interest in the JV as described herein.

    The APAC Joint Venture will result in a 40% equity method investment interest, as such we have updated the diagram on page 9 to reflect the Company’s interest in the JV within the equity ownership structure of New
      Profusa immediately after the Business Combination.

          8.

            We note that Profusa will convert a $1.5 million bridge loan into 375,000 shares of New Profusa Common Stock, and NorthView and Profusa will cause an aggregate of 300,000 Inducement Shares to be transferred to
              the bridge loan note holders, for a total of 675,000 shares. Please clarify in your disclosures how these transactions are reflected in your pro forma financial information.

    Response: The Company acknowledges the Staff’s comment and has added the subsequent conversion of the loan into common stock equity shares in tick mark (U). This pro forma
      adjustment now shows both the cash receipt and issuance of convertible debt, through to th

United States securities and exchange commission logo
November 13, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 5 to Registration Statement on Form S-4
Filed October 30, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 23, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4 filed October 30, 2023
Impact of the Business Combination and Convertible Securities on New Profusa's Public Float,
page 7
1.We note your disclosure on page 151 relating to the updated PIPE transaction. Please
disclose whether the SPAC’s sponsors, directors, officers or their affiliates will participate
in the private placement and the per share consideration as of a recently practicable date
that includes the 133,333 Inducement Shares to be transferred to the PIPE investors.
Please also highlight material differences in the terms and price of securities issued at the
time of the IPO as compared to private placements contemplated at the time of the
business combination.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 2
The Background of the Business Combination, page 106
2.We note your deletion on page 122 of disclosure relating to H.C. Wainwright’s role as
Profusa’s financial advisor in connection with the merger, HCW’s preparation of
Profusa’s initial financial projections, and the fees that HCW will receive for its services.
Please restore this disclosure or advise why this disclosure is no longer applicable to your
company.
Revenue Assumptions, page 124
3.We note your revised disclosure on pages 124 and 125 relating to the annual growth rates
of revenue for the Lumee Oxygen and Lumee Glucose products, specifically the
significant changes for the expected growth rate of revenue for 2025 from 247% to 291%
for Lumee Oxygen and from 719% to 5,873% for Lumee Glucose. Please explain the
reasons underlying such changes in the projected revenue growth rate for 2025.
Basis of Revenue Assumption, page 125
4.We note your disclosure that "[d]evelopment of the revenue estimates for Lumee Oxygen
and Lumee Glucose relied on calculations of the total addressable market available to
potential penetration by both products." Please revise your disclosure here to include the
estimates of total addressable market for both Lumee Oxygen and Lumee Glucose,
potential penetration rates, and how these estimates were used to develop the revenue
estimates for both Lumee Oxygen and Lumee Glucose for the periods presented in the
projections. Include any relevant assumptions underlying your total addressable market
estimates and potential penetration calculations.
Management assessment that growth rates are reasonable, page 126
5.We note your disclosure on page 126 that the Lumee Glucose revenue numbers were
cross-referenced and viability-checked with the patient launch numbers for Abbott’s
Freestyle Libre CGM system. You also disclose that Abbott was used as a reference point
since it is a recent entrant to the market and its numbers are indicated in Wall Street sell-
side analyst coverage. Please revise to disclose Abbott's patient launch numbers, discuss
whether any other competitors meeting this criteria were excluded from the analysis, and
explain how Profusa used Abbott as a reference to determine the projected revenue
numbers for Lumee Glucose.
Description of the Transactions, page 150
6.We note your disclosure on page 115 that pursuant to a non-binding term sheet,
NorthView, Profusa and Arena are expected to enter into an agreement that would allow
Arena to purchase up to $150 million of New Profusa common stock and a $3,500,000
commitment fee payable to Arena by New Profusa within 30 calendar days of the closing
in cash, stock, or a combination of both. Please revise your disclosure throughout the

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 3
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 3
prospectus to address the following issues:

•Please revise your filing where appropriate to disclose the number of shares of New
Profusa stock issuable to Arena under the agreement, if estimable, as of a recently
practicable date, including shares issuable to pay the commitment fee. Make
conforming changes throughout your filing, including to your risk factor disclosure,
to describe the potential dilution to shareholders from the issuance of these shares.
•You also disclose that Arena and Profusa entered into the non-binding term sheet
after a series of discussions regarding the terms of a potential financing arrangement.
Please revise your disclosure on page 115 and elsewhere in the prospectus to clearly
discuss the evolution of the proposed financing arrangement, including the reasons
for such terms, each party's position on such issues, the proposals and counter-
proposals made during the course of negotiations, and how you reached agreement on
the final terms and conditions.

•Please clarify when the parties entered into the non-binding term sheet and expand
your disclosure to discuss the key terms and conditions proposed in the term sheet
and definitive agreement.

•To the extent that you enter into a binding term sheet or other agreement for the
financing arrangement with Arena, please disclose the potential impact of those
securities on non-redeeming shareholders, including in your sensitivity analysis.

•We also refer to your disclosure that New Profusa is expected to enter into a $2
million loan agreement with Arena that is expected to mature six months after the
closing of the business combination. Please clarify whether NorthView and Profusa
have entered into any agreement with Arena with respect to the loan agreement.

Please file the term sheet and any other agreements entered into with Arena as exhibits to
the prospectus or explain why you believe you are not required to do so. Refer to Item
601(b)(10) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information, page 150
7.We note that it is necessary for the APAC Joint Venture transaction to close in order for
Profusa's conditional waiver of the Minimum Cash Amount to be effective. Please address
the following:

•You will transfer 60% of the APAC Joint Venture share capital to Tasly. Please help
us understand the impact of this transfer and how it is reflected on your pro forma
financial information. Ensure you clarify what assets and liabilities will be included
as part of this entity and therefore would be included as part of the transfer. Explain
whether or not you have historically incurred any expenses that would be reflected in
this entity on an ongoing basis;

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 4
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 4

•Disclose how you will account for your remaining 40% investment in this entity and
how the investment is reflected in your pro forma financial information;

•Disclose the specified time period for the exclusive license that will be granted to the
Joint Venture;

•Explain your basis for reflecting the $6 million amount to be received from Tasly as
deferred revenue; and

•Address the need to revise your diagrams on page 8 to reflect the Joint
Venture within the ownership structure of New Profusa immediately after the
Business Combination.
8.We not that Profusa will convert a $1.5 million bridge loan into 375,000 shares of New
Profusa Common Stock, and NorthView and Profusa will cause an aggregate of 300,000
Inducement Shares to be transferred to the bridge loan note holders, for a total of 675,000
shares. Please clarify in your disclosures how these transactions are reflected in your pro
forma financial information.
9.We note multiple debt-related transactions reflected on the pro forma balance sheet that do
not appear to be reflected in your consideration of adjustment (cc) to interest expense. For
example, the issuance of the Convertible Bridge Loan in adjustment (u) and the issuance
of the Arena Senior Secured Note in adjustment (v). Please advise or revise your pro
forma financial information, as necessary.
Proposal 8 - The NTA Requirement Amendment Proposal
Reliance on Rule 3a51-1(a)(2), page 185
10.We note that your proposed amendment to the Memorandum and Articles of Association
eliminates the limitation that you may not redeem public shares to the extent such
redemption would result in you having net tangible assets of less than $5,000,001. We
further note your disclosure that you intend to rely on the exclusion from the penny stock
rules set forth in Rule 3a51-1(a)(2) of the Exchange Act as a result of your securities
being listed on Nasdaq. However, if the amount in the trust falls below $5,000,001 as a
result of redemptions, you would likely no longer meet the Nasdaq listing standards. At
that point it is possible you would become a penny stock. Please revise here and elsewhere
as appropriate to clearly discuss the impact that the trust falling below $5,000,001 would
have upon your listing on Nasdaq and discuss the consideration given to this possibility in
your determination that this provision is no longer needed to avoid the definition of penny
stock. Please provide clear disclosure that removal of this provision could result in your
securities falling within the definition of penny stock and clearly discuss the risk to you
and investors if your securities were to fall within the definition of penny stock.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 5
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 5
Liquidity and Capital Resources, page 240
11.We note your disclosure on page 241 that you entered into a Senior Secured Convertible
Promissory Note Financing Summary of Terms and Conditions for the issuance of up to
$3 million of senior secured convertible promissory notes of Profusa. You also disclose on
page 151 that immediately prior to closing, Profusa will convert a $1.5 million bridge loan
into 375,000 shares of New Profusa common stock and transfer 300,000 Inducement
Shares, or a total of 675,000 shares, to bridge loan note holders. Please expand your
disclosure of the convertible bridge loan to include a summary of the material terms of
this bridge loan, including when you entered into such bridge loan term sheet, whether
any other agreements were entered into with respect to the bridge loan, and any restrictive
covenants applicable to you. Please also file the convertible bridge loan term sheet as an
exhibit, or in the alternative, please tell us why you believe you are not required to file the
loan term sheet. Refer to Item 601(b)(10) of Regulation S-K.
Certain Relationships and Related Person Transactions, page 250
12.We note your disclosure on page 250 relating to the amendment to the Binding Term
Sheet for the APAC Joint Venture. Please revise to disclose when the amendment was
entered into and expand your disclosure of the material terms of the binding term sheet.
By way of example only, please disclose the term of the exclusive license and the royalty
term, the termination provision, and clarify that the issuance of ordinary shares of the JV
of an aggregate value of $10 million is an up-front, lump-sum consideration of the license.
13.We note your disclosure on page 251 that Profusa entered into the June 2023 Convertible
Loan with Tasly under which Profusa may borrow up to $1.6 million, and of which $1
million was borrowed on June 26, 2023, and that the loan matured on September 30, 2023,
subject to the parties’ decision to extend. You also disclose on page 4 and elsewhere in the
prospectus that Tasly will purchase 60% of the share capital of the APAC Joint Venture
from Profusa for $6 million, of which $1.6 million has been received through the date of
this proxy statement/prospectus. Please revise to clarify the aggregate amount borrowed
under this loan agreement to date, describe any applicable restrictive covenants and the
status of the loan since its maturation date on September 30, 2023. Please also file the loan
agreement as an exhibit to the prospectus or provide your analysis as to why it would not
be required under Item 601(b)(10) of Regulation S-K.
Management and Board of Directors, page 264
14.We note your disclosure that "[t]he following table sets forth the persons NorthView and
Profusa anticipate will become the directors and executive officers of New Profusa," but it
appears that you have removed this table. Please revise or advise.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 November 13, 2023 Page 6
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
November 13, 2023
Page 6
            Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

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

    October 30, 2023

    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. 4 to Registration Statement on Form S-4

            Filed October 6, 2023

            File No. 333-269417

    To Whom It May Concern:

    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. 5 (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 October 23, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the convenience of the Staff, the comments
      included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Amendment No. 4 to Registration Statement on Form S-4 Filed October 6, 2023

    Updated Projections, page 122

          1.

            We note your response to comment 5. We note your disclosures regarding the assumed impact of various collaborations and partnerships on projected revenue amounts for Lumee Glucose. In a similar manner, please
              also address the assumed impact of collaborations and partnerships disclosed on the projected revenue amounts of Lumee Oxygen.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 120 accordingly.

            October 30, 2023

            Page 2

          2.

            We note your response to comment 6 and have the following additional comments regarding the first tabular presentation on page 123:

          •

            There appear to be many computational errors in your determination of Net Loss and Comprehensive Loss and EBITDA. Please advise or revise your table accordingly;

          •

            Explain why the interest expense/(income), net amounts and the income tax expense/(benefit) amounts presented in the determination of Net Loss do not agree to the adjustments presented to arrive at EBITDA;

          •

            Explain why you do not present Total Operating Expense for 2023; and

          •

            Explain why you present Net Loss and Comprehensive Income rather Net Loss.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 123 accordingly. We further advise the staff that Net Loss and Comprehensive Income represent the same amounts for each year
      presented in the projections.

          3.

            We have the following comments on your Non-GAAP Financial Measures tabular presentation:

          •

            We note your determination of Net Cash Flow on the bottom of page 123 assumes no capital expenditures. Please expand your disclosures to provide support for this assumption; and

          •

            We note that you do not present any depreciation & amortization in your calculation of EBITDA. Reconcile this to the first table on page 123 which reflects depreciation and amortization amounts.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 123 and 127 accordingly.

    Revenue Assumptions, page 124

          4.

            We note your revised disclosure in response to comment 3, including that additional key assumptions include:

          •

            “The Lumee Glucose growth rate from 2025 through 2028 is equal to 719%, 126%, 60%, 60% and the average penetration rate across all indications and markets in 2028 equal to 0.86%;” and

          •

            “The Lumee Oxygen growth rates per year 2024 through 2028 to 883%, 247%, 86%, 71%, 46% and the average penetration rate across all indications and markets in 2028 is equal to 1.86%.”

            Please clarify the bases for your assumptions of the growth rates for Lumee Glucose and Lumee Oxygen, particularly that the growth rate for Lumee Glucose in 2025 will be equal to 719% and the growth rate for
              Lumee Oxygen in 2024 will be 883%, given your operating history. Please also briefly describe how management determined these growth rates to be reasonable.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 125 and 126 accordingly.

            5.

              We note your disclosure throughout your “Updated Projections” section that certain estimates and assumptions are based on, among other things, third-party estimates in published literature. Where appropriate
                throughout this section, please provide citations to relevant sources for your estimates and assumptions.

      RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 124 and 125 accordingly.

    * * * * *

              October 30, 2023

              Page 3

    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,

    Ralph V. De Martino

    RVD/mc

    cc: Jack Stover

United States securities and exchange commission logo
October 23, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 4 to Registration Statement on Form S-4
Filed October 6, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 25, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4 Filed October 6, 2023
Updated Projections, page 122
1.We note your response to comment 5.  We note your disclosures regarding the assumed
impact of various collaborations and partnerships on projected revenue amounts for
Lumee Glucose.  In a similar manner, please also address the assumed impact
of collaborations and partnerships disclosed on the projected revenue amounts of Lumee
Oxygen.
2.We note your response to comment 6 and have the following additional comments
regarding the first tabular presentation on page 123:

•There appear to be many computational errors in your determination of Net Loss and
Comprehensive Loss and EBITDA.  Please advise or revise your table accordingly;

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 October 23, 2023 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
October 23, 2023
Page 2
•Explain why the interest expense/(income), net amounts and the income tax
expense/(benefit) amounts presented in the determination of Net Loss do not agree to
the adjustments presented to arrive at EBITDA;

•Explain why you do not present Total Operating Expense for 2023; and

•Explain why you present Net Loss and Comprehensive Income rather Net Loss.
3.We have the following comments on your Non-GAAP Financial Measures tabular
presentation:

•We note your determination of Net Cash Flow on the bottom of page 123 assumes no
capital expenditures.  Please expand your disclosures to provide support for this
assumption; and

•We note that you do not present any depreciation & amortization in your calculation
of EBITDA.  Reconcile this to the first table on page 123 which reflects depreciation
and amortization amounts.
Revenue Assumptions, page 124
4.We note your revised disclosure in response to comment 3, including that additional key
assumptions include:

•"The Lumee Glucose growth rate from 2025 through 2028 is equal to 719%, 126%,
60%, 60% and the average penetration rate across all indications and markets in 2028
equal to 0.86%;" and
•"The Lumee Oxygen growth rates per year 2024 through 2028 to 883%, 247%, 86%,
71%, 46% and the average penetration rate across all indications and markets in 2028
is equal to 1.86%."

Please clarify the bases for your assumptions of the growth rates for Lumee Glucose and
Lumee Oxygen, particularly that the growth rate for Lumee Glucose in 2025 will be equal
to 719% and the growth rate for Lumee Oxygen in 2024 will be 883%, given your
operating history.  Please also briefly describe how management determined these growth
rates to be reasonable.
5.We note your disclosure throughout your "Updated Projections" section that certain
estimates and assumptions are based on, among other things, third-party estimates in
published literature.  Where appropriate throughout this section, please provide citations
to relevant sources for your estimates and assumptions.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 October 23, 2023 Page 3
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
October 23, 2023
Page 3
            Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

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

    October 6, 2023

    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. 3 to Registration Statement on Form S-4

            Filed September 12, 2023

            File No. 333-269417

    To Whom It May Concern:

    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. 4 (the “Amendment”)
      to its Registration Statement on Form S-4 filed on October 6, 2023 (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 September 25, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the
      convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Amendment No. 3 to Form S-4 Filed September 12, 2023

    Background to Negotiation of Material Terms of the Profusa Transaction, page 109.

          1.

            We acknowledge your response to our prior comment 3, including your response that “H.C. Wainwright . . . made no recommendations regarding (i) the value of Profusa, (ii) whether or not NorthView should proceed
              with the business combination, or (iii) the fairness of the business combination.” We refer to Item 4(b) of Form S-4, which applies to any “report, opinion or appraisal materially relating to the transaction [that] has been received from an
              outside party” and is referred to in the prospectus. Please provide us with a detailed legal analysis of whether the preliminary valuation report and projections prepared by H.C. Wainright constitutes a report or appraisal materially related
              to the business combination, as described by Item 4(b) of Form S-4, and if so, please provide the information required by Item 1015(b) of Regulation M-A.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 122 accordingly.

              October 6, 2023

              Page 1

          2.

            We note your revised disclosure in response to our prior comment 4, which we reissue in part. Please revise your disclosure to clarify that the $155 million valuation, including the negotiation of the earnout
              shares, was below the valuation provided by Marshall & Stevens, expand your discussion to explain the difference in the valuations and describe the reasons underlying NorthView management’s determination that such valuation was
              “reasonable” at the time.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 109 and 110 accordingly.

          3.

            As a related matter, we note your revised disclosure that “[a]s the Updated Projections merely reflect a delay in consummating the Business Combination and raising additional capital that would be needed to
              support growth initiatives, NorthView’s Board did not request that Marshall & Stevens revise or update its fairness opinion to reflect the Updated Projections.” While the Board did not request that Marshall & Stevens revise or update
              its fairness opinion to reflect the Updated Projections, please amend your disclosure to clarify, given the updated projections, the basis for the Board determining that the purchase price to be paid by NorthView for Profusa continues to be
              fair to NorthView from a financial point of view.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 115 and 126 accordingly.

    Updated Projections, page 121

          4.

            We note that the only revenue recorded by Profusa during the two years ended December 31, 2022 and six months ended June 30, 2023 was in the form of government grant revenues. In this regard, please address the
              following:

          •

            Please disclose the basis for providing projections for a ten year period given the limited operations of Profusa; and

          •

            Please explain how management and the Board considered and relied upon the projections. Explain how they assessed their reasonableness, particularly in light of the limited operations of Profusa.

    RESPONSE: We acknowledge the Staff’s comment and respectfully advise the Staff that Profusa initially delivered projections for a seven-year period to NorthView. However, as disclosed in the Registration Statement, the
      Marshall & Stevens noted that the ending growth rate for such projections was above that of a maturing company and applied a “ramp-down” in the revenue growth rate for an additional three years of projections before arriving at a terminal value.
      The basis for providing a seven-year projection was to allow enough time for Profusa’s product revenue to mature, and upon providing the Updated Projections, Profusa decided to applied the same three year “ramp-down” in growth rate that Marshall
      & Stevens had applied to Profusa’s initial projections.

    Additionally, we advise the Staff that Northview’s management and Board did not place significant reliance on the later years of Profusa’s projections, and instead considered a variety of other qualitative factors in
      deciding to approve the business combination.

    We acknowledge the Staff’s comment and have revised the disclosure on pages 123 through 126 accordingly.

              October 6, 2023

              Page 2

          5.

            The projections show significant increases in revenues from $6 million in 2023 to $99.7 million in 2024 well as further significant increases to $485 million in 2027 and over a billion starting in 2029. Given the
              limited operations of Profusa, we would expect detailed disclosures in order for an investor to understand the reasonableness of the assumptions underlying the projections as well as the inherent limitations of the projections. In this
              regard, please address the following:

          •

            Please separately identify the projected revenue estimates for Lumee Oxygen and Lumee Glucose for each year. Specifically for each product, please also discuss all material assumptions and the basis for those
              assumptions used to develop the projections, including when each projection assumes each product candidate will obtain regulatory approval by market, the length of time from approval to commercial availability, assumptions about market
              acceptance / penetration rates, market growth rates, the impact of competition, and any other factors or contingencies that would affect the projections from materializing. To the extent the projections are based on multiple scenarios,
              discuss that fact, identify the various scenarios used, and how each scenario was weighted;

          •

            Lumee Glucose revenue numbers are cross-referenced and viability-checked with the patient launch numbers for an existing competitor Abbott. The patient numbers for Abbott at the end of 2018 after their launch in
              2017 are also disclosed. Please further clarify how the numbers for Abbott were relied upon in coming up with these projections. Please address the reasonableness of referencing Abbott’s patient launch numbers and address any limitations in
              relying on these numbers given that Abbott is an established, well-known international company with $43B in revenues; and

          •

            We note the discussion of various collaborations and partnerships which are expected to increase revenue. Please further clarify the assumed impact of these on the projected revenue amounts and your basis for
              these assumptions.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 123 to 126 accordingly.

          6.

            Please expand your disclosures to define EBITDA and Net Cash Flows and provide detailed information as to how these financial measures were calculated. Provide a description of the GAAP financial measures to
              which these measures are most closely related and explain why non-GAAP financial measures were used instead of GAAP measures.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 119 to 123 accordingly.

          7.

            Please disclose the material assumptions underlying your projected EBITDA and Net Cash Flow and explain the basis for those assumptions. This disclosure should include a discussion of the material underlying
              projected cost of sales, operating expenses and other expenses which are reflected in the determination of EBITDA and net cash flow.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 123 to 126 accordingly.

              October 6, 2023

              Page 3

    Information about NorthView, page 178

          8.

            We note your revised disclosure in response to our prior comment 7, which we reissue in part. Please revise the disclosure throughout your filing with respect to potential dilution related to the common stock
              portion of the marketing fee.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages xiii, xiv, xv, 6, 8, 20, 90, 95, 105, 137, 153, and 263 accordingly.

    Liquidity and Capital Resources, page 231

          9.

            We note your revised disclosure describing your junior notes. Please quantify the amount outstanding under these notes. Please ensure that your disclosure quantifies to amount outstanding of all relevant debt
              instruments discussed in this section.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 236 and 237 accordingly.

    APAC Joint Venture Term Sheet, page 239

          10.

            We note your revised disclosure in response to our prior comment 9, which we reissue. We refer to your disclosure on page 139 of “sub-teen double-digit royalties” on sales and “lower-mid double-digit royalties”
              on royalties. Please specify the amount of the upfront fee and revise your disclosure to give investors a reasonable range of the amount of the royalty rates that does not exceed ten percentage points.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 244 accordingly.

    * * * * *

              October 6, 2023

              Page 4

    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,

    Ralph V. De Martino

    RVD/mc

    cc: Jack Stover

United States securities and exchange commission logo
September 25, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 3 to Registration Statement on Form S-4
Filed September 12, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 9, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed September 12, 2023
Background to Negotiation of Material Terms of the Profusa Transaction, page 109
1.We acknowledge your response to our prior comment 3, including your response that
"H.C. Wainwright . . . made no recommendations regarding (i) the value of Profusa, (ii)
whether or not NorthView should proceed with the business combination, or (iii) the
fairness of the business combination." We refer to Item 4(b) of Form S-4, which applies to
any "report, opinion or appraisal materially relating to the transaction [that] has been
received from an outside party" and is referred to in the prospectus. Please provide us with
a detailed legal analysis of whether the preliminary valuation report and projections
prepared by H.C. Wainright constitutes a report or appraisal materially related to the
business combination, as described by Item 4(b) of Form S-4, and if so, please provide the

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 September 25, 2023 Page 2
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
September 25, 2023
Page 2
information required by Item 1015(b) of Regulation M-A.
2.We note your revised disclosure in response to our prior comment 4, which we reissue in
part. Please revise your disclosure to clarify that the $155 million valuation, including the
negotiation of the earnout shares, was below the valuation provided by Marshall
& Stevens, expand your discussion to explain the difference in the valuations and describe
the reasons underlying NorthView management’s determination that such valuation was
"reasonable" at the time.
3.As a related matter, we note your revised disclosure that "[a]s the Updated Projections
merely reflect a delay in consummating the Business Combination and raising additional
capital that would be needed to support growth initiatives, NorthView’s Board did not
request that Marshall & Stevens revise or update its fairness opinion to reflect the Updated
Projections." While the Board did not request that Marshall & Stevens revise or update its
fairness opinion to reflect the Updated Projections, please amend your disclosure to
clarify, given the updated projections, the basis for the Board determining that the
purchase price to be paid by NorthView for Profusa continues to be fair to NorthView
from a financial point of view.
Updated Projections, page 121
4.We note that the only revenue recorded by Profusa during the two years ended December
31, 2022 and six months ended June 30, 2023 was in the form of government grant
revenues.  In this regard, please address the following:

•Please disclose the basis for providing projections for a ten year period given the
limited operations of Profusa; and

•Please explain how management and the Board considered and relied upon the
projections.  Explain how they assessed their reasonableness, particularly in light of
the limited operations of Profusa.
5.The projections show significant increases in revenues from $6 million in 2023 to
$99.7 million in 2024 well as further significant increases to $485 million in 2027 and
over a billion starting in 2029.  Given the limited operations of Profusa, we would expect
detailed disclosures in order for an investor to understand the reasonableness of the
assumptions underlying the projections as well as the inherent limitations of the
projections.  In this regard, please address the following:

•Please separately identify the projected revenue estimates for Lumee Oxygen and
Lumee Glucose for each year.  Specifically for each product, please also discuss all
material assumptions and the basis for those assumptions used to develop the
projections, including when each projection assumes each product candidate will
obtain regulatory approval by market, the length of time from approval to commercial
availability, assumptions about market acceptance / penetration rates, market growth

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 September 25, 2023 Page 3
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
September 25, 2023
Page 3
rates, the impact of competition, and any other factors or contingencies that would
affect the projections from materializing.  To the extent the projections are based on
multiple scenarios, discuss that fact, identify the various scenarios used, and how
each scenario was weighted;

•Lumee Glucose revenue numbers are cross-referenced and viability-checked with the
patient launch numbers for an existing competitor Abbott.  The patient numbers for
Abbott at the end of 2018 after their launch in 2017 are also disclosed.  Please further
clarify how the numbers for Abbott were relied upon in coming up with
these projections.  Please address the reasonableness of referencing Abbott's patient
launch numbers and address any limitations in relying on these numbers given that
Abbott is an established, well-known international company with $43B in revenues;
and

•We note the discussion of various collaborations and partnerships which are expected
to increase revenue.  Please further clarify the assumed impact of these on
the projected revenue amounts and your basis for these assumptions.
6.Please expand your disclosures to define EBITDA and Net Cash Flows and provide
detailed information as to how these financial measures were calculated.  Provide a
description of the GAAP financial measures to which these measures are most closely
related and explain why non-GAAP financial measures were used instead of GAAP
measures.
7.Please disclose the material assumptions underlying your projected EBITDA and Net
Cash Flow and explain the basis for those assumptions.  This disclosure should include a
discussion of the material underlying projected cost of sales, operating expenses and other
expenses which are reflected in the determination of EBITDA and net cash flow.
Information about NorthView, page 178
8.We note your revised disclosure in response to our prior comment 7, which we reissue in
part. Please revise the disclosure throughout your filing with respect to potential dilution
related to the common stock portion of the marketing fee.
Liquidity and Capital Resources, page 231
9.We note your revised disclosure describing your junior notes. Please quantify the amount
outstanding under these notes. Please ensure that your disclosure quantifies to amount
outstanding of all relevant debt instruments discussed in this section.
APAC Joint Venture Term Sheet, page 239
10.We note your revised disclosure in response to our prior comment 9, which we reissue.
We refer to your disclosure on page 139 of "sub-teen double-digit royalties" on sales and
"lower-mid double-digit royalties" on royalties. Please specify the amount of the upfront

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 September 25, 2023 Page 4
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
September 25, 2023
Page 4
fee and revise your disclosure to give investors a reasonable range of the amount of the
royalty rates that does not exceed ten percentage points.
            You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

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

  September 12, 2023

  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. 2 to Registration Statement on Form S-4

              Filed July 21, 2023

              File No. 333-269417

  To Whom It May Concern:

  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. 3 (the “Amendment”) to
    its Registration Statement on Form S-4 filed on September 12, 2023 (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 August 9, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the convenience
    of the Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

  Amendment No. 2 to Form S-4 Filed July 21, 2023

  Risk Factors, page 22

            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 risk factor 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.

  RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 71 and 72 accordingly.

            September 12, 2023

            Page 2

  Background to Negotiation of Material Terms of the Profusa Transaction, page 108

            2.

            We note your response to prior comment 16. Please revise to incorporate such response in your prospectus disclosure accordingly, including the discussion of the consideration the board gave to obtaining updated
              projections, the timeframe for the selection of the projections, and the reliability of the projections and underlying assumptions related to the later years presented.

  RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 109, 114, 115, 121, and 134 accordingly.

            3.

            We note your amended disclosure that "Profusa provided preliminary valuation including financial projection to NorthView in a valuation report prepared by H.C. Wainwright & Co. The financial projections were
              used by NorthView to evaluate an initial valuation and determine preliminary revenue earn-out targets. Preliminary revenue earn-out targets were based on Profusa’s 2023 and 2024 revenue projections of $16 million and $90 million
              respectively." Please briefly describe the preliminary valuation report and projections prepared by H.C. Wainright. In addition, please provide us with your analysis of whether this report is a "report, opinion or appraisal materially
              relating to the transaction," as described by Item 4(b) of Form S-4. If Item 4(b) applies to this report, please provide the information required by Item 1015(b) of Regulation M-A. Please provide the analysis and disclosure requested above
              for the projections that were provided to Marshall & Stevens on July 20, 2022.

  RESPONSE: We acknowledge the Staff’s comment and respectfully advise the Staff that H.C. Wainwright (“HCW”) made no recommendations regarding (i) the value of Profusa, (ii) whether or not NorthView
    should proceed with the business combination, or (iii) the fairness of the business combination. Furthermore, HCW was not informed of the terms of the merger agreement entered into in connection with the business combination at the time their
    projections were prepared. In its consideration, evaluation and approval of the potential business combination between NorthView and Profusa, the NorthView Board did not rely on any “report” provided by HCW within the meaning of Item 1015(b) of
    Regulation M-A. We do not believe that any additional disclosure is required in this regard.

  Similarly, we respectfully advise the Staff that the projections provided to Marshall & Stevens did not constitute a “report” within the meaning of Item 1015(b) of Regulation M-A, and thus we do
    not believe that any additional disclosure is required in this regard.

            4.

            We note your disclosure that "[w]ith the advice of NorthView’s advisors and investment bankers, we determined that a valuation of $155 million was reasonable at the time." Please briefly describe the reasons
              underlying management's determination that the valuation was "reasonable" at the time, including the reasons for why the valuation was below the valuation performed by Marshall & Stevens.

  RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 109 and 134 accordingly.

  Tax Consequences of the Merger to Holders, page 136

            5.

            We note your revised disclosure in response to comment 17 that "it is the opinion of ArentFox Schiff LLP that the Merger should qualify as a 'reorganization' within the meaning of Section 368 of the Code"
              (emphasis added). Please revise your disclosure to provide a "will" opinion, consistent with the statement in your proposed tax opinion that "it is our opinion that (i) the Merger will constitute a reorganization within the meaning of Section
              368(a) of the Code." If the opinion is subject to uncertainty, please ensure the opinion explains why counsel cannot give a "will" opinion and describes the degree of uncertainty in the opinion. In addition, please provide risk factor
              disclosure setting forth the risks of uncertain tax treatment to investors. For guidance, refer to Section III.C.4 of Staff Legal Bulletin 19.

  RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 138 accordingly.

            September 12, 2023

            Page 3

  Pro forma

  Unaudited Pro Forma Condensed Combined Balance Sheet, page 151

            6.

            We note your response to prior comment 18. You indicate that the revised pro forma Trust Account balance as of March 31, 2023 is $10,392 thousand, and the costs shown as debit to APIC are $11,323 thousand, which
              include approximately $1,023 thousand related directly to PIPE. Accordingly, the Trust Account balance in the revised pro forma financial statements is in excess of the offering costs related to the Merger. However, we note that under the
              maximum redemption scenario, the Trust Account balance is $5,000 thousand. We therefore reissue our comment as it relates to your maximum redemption scenario.

  RESPONSE: We acknowledge the Staff’s comment and respectfully advise the Staff that under the maximum redemption scenario, the offering costs in excess of proceeds to be received from the Trust
    Account are reflected as an adjustment to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2022, as is further reflected in adjustment HH to Unaudited Pro Forma Condensed Combined Statement of
    Operations.

  Information About Northview Financial Position, page 175

            7.

            We note your amended disclosure that the funds available in the Trust Account include up to $6,986,250 of the business marketing fee payable to I-Bankers and Dawson James, of which $1,921,219 would be payable in
              cash and $5,065,031 would be payable in NorthView Common Stock at the Closing. Please disclose, as of a recently practicable date, the number of shares of NorthView common stock issuable to I-Bankers and Dawson James, respectively, in lieu of
              these business marketing fees. Make conforming changes throughout your filing, including to your disclosures related to dilution, as applicable.

  RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 6, 90, 132, and 178 accordingly.

  Profusa Management's Discussion and Analysis of Financial Condition and Results of Operations, page 230

            8.

            We note your amended disclosure that "[c]ash provided by financing activities was $1.3 million for the three months ended March 31, 2023, which consisted primarily of net proceeds from the issuance of senior
              notes of $1.6 million." In an appropriate place in your filing, please describe your Senior Notes offering, including the date the offering commenced, whether the offering is ongoing, and the material terms of the offering and the notes,
              including any terms related to conversion.

  RESPONSE: We acknowledge the Staff’s comment and respectfully advise the Staff that additional fundraising is likely to occur. As such, we represent to the Staff that we will include the requested
    disclosure in an amended filing once more details become available.

  APAC Joint Venture Term Sheet, page 235

            9.

            We note your response to comment 29, and your disclosure that "[i]n exchange for the license, the JV would pay Profusa an upfront fee and also royalties on sales." Please amend your disclosure to quantify or
              provide a range of the percentage amounts of such royalties on net sales. Alternatively, tell us why you do not believe you are required to provide this disclosure.

  RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 239 accordingly.

  * * * * *

            September 12, 2023

            Page 4

  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,

  Ralph V. De Martino

  RVD/mc

  cc: Jack Stover

United States securities and exchange commission logo
August 9, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 2 to Registration Statement on Form S-4
Filed July 21, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 31, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed July 21, 2023
Risk Factors, page 22
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 risk factor 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

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 August 9, 2023 Page 2
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
August 9, 2023
Page 2
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.
Background to Negotiation of Material Terms of the Profusa Transaction, page 108
2.We note your response to prior comment 16. Please revise to incorporate such response in
your prospectus disclosure accordingly, including the discussion of the consideration the
board gave to obtaining updated projections, the timeframe for the selection of the
projections, and the reliability of the projections and underlying assumptions related to the
later years presented.
3.We note your amended disclosure that "Profusa provided preliminary valuation including
financial projection to NorthView in a valuation report prepared by H.C. Wainwright
& Co. The financial projections were used by NorthView to evaluate an initial valuation
and determine preliminary revenue earn-out targets. Preliminary revenue earn-out targets
were based on Profusa’s 2023 and 2024 revenue projections of $16 million and $90
million respectively."  Please briefly describe the preliminary valuation report and
projections prepared by H.C. Wainright.  In addition, please provide us with your analysis
of whether this report is a "report, opinion or appraisal materially relating to the
transaction," as described by Item 4(b) of Form S-4.  If Item 4(b) applies to this report,
please provide the information required by Item 1015(b) of Regulation M-A.  Please
provide the analysis and disclosure requested above for the projections that were provided
to Marshall & Stevens on July 20, 2022.
4.We note your disclosure that "[w]ith the advice of NorthView’s advisors and investment
bankers, we determined that a valuation of $155 million was reasonable at the time."
Please briefly describe the reasons underlying management's determination that the
valuation was "reasonable" at the time, including the reasons for why the valuation was
below the valuation performed by Marshall & Stevens.
Tax Consequences of the Merger to Holders, page 136
5.We note your revised disclosure in response to comment 17 that "it is the opinion of
ArentFox Schiff LLP that the Merger should qualify as a 'reorganization' within the
meaning of Section 368 of the Code" (emphasis added). Please revise your disclosure to
provide a "will" opinion, consistent with the statement in your proposed tax opinion that
"it is our opinion that (i) the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code." If the opinion is subject to uncertainty, please ensure the
opinion explains why counsel cannot give a "will" opinion and describes the degree of
uncertainty in the opinion. In addition, please provide risk factor disclosure setting forth
the risks of uncertain tax treatment to investors. For guidance, refer to Section III.C.4 of
Staff Legal Bulletin 19.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 August 9, 2023 Page 3
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
August 9, 2023
Page 3
Pro forma
Unaudited Pro Forma Condensed Combined Balance Sheet, page 151
6.We note your response to prior comment 18.  You indicate that the revised pro forma
Trust Account balance as of March 31, 2023 is $10,392 thousand, and the costs shown as
debit to APIC are $11,323 thousand, which include approximately $1,023 thousand
related directly to PIPE. Accordingly, the Trust Account balance in the revised pro forma
financial statements is in excess of the offering costs related to the Merger.  However, we
note that under the maximum redemption scenario, the Trust Account balance is $5,000
thousand.  We therefore reissue our comment as it relates to your maximum redemption
scenario.
Information About Northview
Financial Position, page 175
7.We note your amended disclosure that the funds available in the Trust Account include up
to $6,986,250 of the business marketing fee payable to I-Bankers and Dawson James, of
which $1,921,219 would be payable in cash and $5,065,031 would be payable in
NorthView Common Stock at the Closing. Please disclose, as of a recently practicable
date, the number of shares of NorthView common stock issuable to I-Bankers and
Dawson James, respectively, in lieu of these business marketing fees. Make conforming
changes throughout your filing, including to your disclosures related to dilution, as
applicable.
Profusa Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 230
8.We note your amended disclosure that "[c]ash provided by financing activities was $1.3
million for the three months ended March 31, 2023, which consisted primarily of net
proceeds from the issuance of senior notes of $1.6 million." In an appropriate place in
your filing, please describe your Senior Notes offering, including the date the offering
commenced, whether the offering is ongoing, and the material terms of the offering and
the notes, including any terms related to conversion.
APAC Joint Venture Term Sheet, page 235
9.We note your response to comment 29, and your disclosure that "[i]n exchange for the
license, the JV would pay Profusa an upfront fee and also royalties on sales." Please
amend your disclosure to quantify or provide a range of the percentage amounts of such
royalties on net sales. Alternatively, tell us why you do not believe you are required to
provide this disclosure.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 August 9, 2023 Page 4
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
August 9, 2023
Page 4
            You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

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

    July 21, 2023

    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

            Celeste Murphy

            Re:

            NorthView Acquisition Corporation Registration

            Statement on Form S-4 Filed January 25, 2023

            File No. 333-269417

    To Whom It May Concern:

    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. 2 (the “Amendment”)
      to its Registration Statement on Form S-4 filed on January 25, 2023 (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 31, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the
      Comment Letter. For the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Amendment No. 1 to Form S-4 Filed May 11, 2023

    Cover Page

          1.

            We note your disclosure that the Exchange Ratio “will be equal to the value of a share of Profusa Common Stock, based on an equity valuation of Profusa of $155,000,000, divided by an assumed value of NorthView
              Common Stock of $10.00 per share,” and that the “Per Share Merger Consideration” means the number of NorthView Common Shares resulting from the product of (x) each share of Profusa Common Stock . . . multiplied by (y) the Exchange Ratio.”
              Please amend your cover page to provide an estimated per share merger consideration as of a recently practicable date.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on the cover page accordingly.

    Questions and Answers about the Business Combination, page xi

          2.

            We note your response to comment 2, and your response to comment 5 that “subsequent to the filing of the initial Registration Statement, the Company experienced stockholder redemptions such that the impact of any
              interim redemption level does not appear to be material relative to the No Redemption and Maximum Redemption scenarios.” Please amend your disclosure on your cover page, risk factors, and where appropriate throughout your filing, to disclose
              the percentage of stockholder redemptions relative to total shares outstanding as of the date of your filing.

                  July 21, 2023

                  Page 2

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on the cover page, and pages 75, 80, 106, and 175 accordingly.

          3.

            We acknowledge your response to prior comment 3, which we reissue. Please expand your disclosure to address the material risks to public warrants holders arising from the differences between private and public
              warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants and clearly explain the steps, if any, the company would take to notify all shareholders, including
              beneficial owners, regarding when the warrants become eligible for redemption.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages xviii, 86, and 87 accordingly.

    Q: What equity stake will current NorthView stockholders . . ., page xii

          4.

            We note your disclosure in footnote 2 to the graphic at the top of page xiii that the equity ownership described in the table “[e]xcludes 1,040,000 Inducement Shares, because under this scenario they are expected
              to be forfeited by the Sponsor upon the closing of the Merger.” Please amend your disclosure as appropriate throughout your filing to prominently disclose, as you describe on page 135, that the Sponsor will be required to forfeit the
              Inducement Shares to meet the minimum cash requirements. In this regard, it appears from your table that under the no redemption scenario, the Sponsor will be required to forfeit the Inducement Shares.  As a related matter, in the graphic on
              the bottom of page xiii, you include a reference to footnote “(4).” We could not find this footnote.  Please advise or revise.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages xiii, xiv, 8, 20, 94, 104, 145, and 253 accordingly. Additionally, we respectfully advise the staff
      that the reference to footnote “(4)” has been removed from the disclosure.

    Q: How will the level of redemptions by NorthView’s stockholders . . .”, page xiv

          5.

            We note your response to comment 5, and your amended disclosure on page xiv showing the “trust value per share” to a non-redeeming public shareholder. Please amend your disclosure to show the potential impact of
              redemptions on the per share value of the shares owned by non-redeeming shareholders at each redemption level, taking into account not only the money in the trust account, but the post-transaction equity value of the combined company. Your
              disclosure should show the impact of certain equity issuances on the per share value of the shares, including the exercises of public and private warrants, and the issuance of any earn-out shares under each redemption scenario.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages xiii and xiv accordingly.

    Q: Do I have redemption rights?, page xviii

          6.

            We acknowledge your response to prior comment 8, which we reissue in part. Please revise to quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming
              maximum redemptions, and identify any material resulting risks.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page xviii, 86, and 87 accordingly.

    Summary of the Proxy Statement/Prospectus Organizational Structure, page 8

                  July 21, 2023

                  Page 3

          7.

            Please amend your disclosure to provide a diagram of the post-business combination ownership structure of New Profusa, including ownership percentages of the relevant parties.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 9 accordingly.

    Risk Factors

    Risks Related to Profusa

    We expect the commercialization of the Lumee Oxygen Platform to generate . . ., page 30

          8.

            You disclose that your “first offering is the Lumee Oxygen Platform, from which [you] expect to continue to derive nearly all [y]our commercial revenue in the near future.” Please amend your disclosure to clarify
              what is meant by “the near future.” Make conforming changes throughout your filing, including where you discuss “near term” revenue.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 31 and 201 accordingly.

    If we or our suppliers or distributors fail to comply . . ., page 42

          9.

            You disclose that “our key component suppliers may not currently be or may not continue to be in compliance with applicable regulatory requirements.” Please briefly describe any steps you take to determine
              whether your suppliers are in compliance with applicable regulatory requirements.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 43 accordingly.

    Activities taken by existing NorthView’s stockholders to increase the likelihood . . ., page 69

          10.

            We acknowledge your revised disclosure in response to prior comment 15, which we reissue in part. Please provide your analysis on how such purchases by the Sponsor, NorthView’s officers and directors, advisors or
              any of their respective affiliates and/or their respective affiliates comply with Rule 14e-5. To the extent that you are relying on Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), available on our public
              website, please provide an analysis regarding how it applies to your circumstances. Revise your disclosure as appropriate for consistency.

    RESPONSE: We acknowledge the Staff’s comment and confirm that any such purchase of NorthView shares will comply with the conditions indicated in Tender Offer Compliance and Disclosure
      Interpretation Question 166.01 (“C&DI Question 166.01”). In response to the Staff’s comments, we have also revised the disclosure on pages 67, 68, 71 and 131 accordingly to clarify that any public shares purchased by the Sponsor or affiliates of
      NorthView will be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. We also respectfully inform the Staff that, to the extent the Company makes any such purchases, the Company intends to file in a Current Report on
      Form 8-K the requisite information outlined in C&DI Question 166.01. With respect to the statement that the purpose of such share purchases could be to vote in favor of the business combination, we respectfully inform the Staff that we have
      removed such statement from pages 67 and 68.

    There is a risk that the new 1% U.S. federal excise tax may be imposed . . ., page 72

                  July 21, 2023

                  Page 4

          11.

            Describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that
              did not elect to redeem may economically bear the impact of the excise tax.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 75 accordingly.

    Upon the completion of the Business Combination, the Profusa Stockholders . . ., page 79

          12.

            Please update the ownership percentages referenced in this risk factor for consistency with your disclosure throughout the filing.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 81 accordingly.

    The Merger Agreement, page 91

          13.

            We note your disclosure in the last sentence of the first paragraph that “you should not rely on the representations and warranties as current characterizations of factual information about NorthView or Profusa,
              because they were made as of specific dates, may be intended merely as a risk allocation mechanism between NorthView, Merger Sub and Profusa, and are modified by the disclosure schedules.” Please revise to remove any potential implication
              that the referenced merger agreement, or any descriptions of its terms, do not constitute public disclosure under the federal securities laws.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 95 accordingly.

    Related Agreements

    Profusa Support Agreements, page 100

          14.

            You disclose that within twenty-four hours following the execution of the merger agreement, certain stockholders of Profusa representing the requisite votes necessary to approve the merger agreement are expected
              to enter into support agreements. It also appears from your disclosure that the merger agreement was executed on November 7, 2022. Please clarify whether the Profusa stockholders entered into the support agreements.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 103 accordingly.

    The Background of the Business Combination, page 101

          15.

            Please revise your background of the business combination section to include a discussion of negotiations relating to material terms of the transaction, including the merger consideration and equity value of
              Profusa; the terms of the earnout provisions, including the terms of the earnout that were amended downward; the minimum net cash at closing; the financial inducements to enter lock-up agreements; and the terms of the lock- up agreements. In
              your revised disclosure, please explain the reasons for such terms, each party’s position on such issues, and how you reached agreement on the final terms.

    RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages 108 through 109 accordingly.

    Opinion of Marshall & Stevens, page 107

          16.

            Given that the projected revenue for Profusa’s 2022 fiscal year is not consistent with the company’s financial statements included in the filing, please confirm whether the projections still reflect management’s
              views on future performance. Describe what consideration your board gave to obtaining updated projections or a lack of reliance upon the projections. As a related matter, given your disclosure that Profusa is an early-stage company, please
              explain how the timeframe for the projections was selected, and address the reliability of the projections and underlying assumptions related to the later years presented.

    RESPONSE: We respectfully inform the
        Staff that Profusa initially prepared projections that were used in connection with negotiations leading up to the Letter of Intent entered into with the Company. The Company and Profusa initially discussed these projections with the Company in
        late May and early June 2022 as part of the Company’s ongoing due diligence effort. Following the execution of the Letter of Intent, Profusa prepared an updated financial forecast in late June 2022. Profusa then prepared and delivered an updated
        financial forecast to the Company on October 6, 2022, to reflect delays in the expected timing of increases in revenue and operating profit. The seven-year timeframe of the projections was selected as Profusa’s management and its advisors
        considered the expected to launch a new product in 2024 and considered it reasonable for the projections to include a five-year forecast following such product launch in order to reflect the associated growth and maturation of the revenue cycle of
        such product.  This updated financial forecast served as the basis of the Company Board’s decisions to proceed with entering into the Merger Agreement and are the basis of the projections presented in the Registration Statement. We further advise
        the staff that Marshall & Stevens Transaction Advisory Services LLC, in preparing their fairness opinion, extended the projection period by three years in order to reduce the growth rate to reflect an expected ramp-down in revenue growth to a
        growth rate of approximately 9.4% in 2031 and an expected long term growth rate of 2.5% in the terminal period.

    Additionally, we confirm that the projections continue to reflect management's views of future performance, however further delays in capital fundraising would be expected to delay the projected increases revenue. As such, the Company a

United States securities and exchange commission logo
May 31, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed May 11, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 21, 2023 letter.
Amendment No. 1 to Form S-4 Filed May 11, 2023
Cover Page
1.We note your disclosure that the Exchange Ratio "will be equal to the value of a share of
Profusa Common Stock, based on an equity valuation of Profusa of $155,000,000, divided
by an assumed value of NorthView Common Stock of $10.00 per share," and that the “Per
Share Merger Consideration” means the number of NorthView Common Shares resulting
from the product of (x) each share of Profusa Common Stock . . . multiplied by (y) the
Exchange Ratio."  Please amend your cover page to provide an estimated per share merger
consideration as of a recently practicable date.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 2
Questions and Answers about the Business Combination, page xi
2.We note your response to comment 2, and your response to comment 5 that "subsequent
to the filing of the initial Registration Statement, the Company experienced stockholder
redemptions such that the impact of any interim redemption level does not appear to be
material relative to the No Redemption and Maximum Redemption scenarios."  Please
amend your disclosure on your cover page, risk factors, and where appropriate throughout
your filing, to disclose the percentage of stockholder redemptions relative to total shares
outstanding as of the date of your filing.
3.We acknowledge your response to prior comment 3, which we reissue.  Please expand
your disclosure to address the material risks to public warrants holders arising from the
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants and clearly explain the steps, if any, the company would take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Q: What equity stake will current NorthView stockholders . . ., page xii
4.We note your disclosure in footnote 2 to the graphic at the top of page xiii that the equity
ownership described in the table "[e]xcludes 1,040,000 Inducement Shares, because under
this scenario they are expected to be forfeited by the Sponsor upon the closing of the
Merger."  Please amend your disclosure as appropriate throughout your filing to
prominently disclose, as you describe on page 135, that the Sponsor will be required to
forfeit the Inducement Shares to meet the minimum cash requirements.  In this regard, it
appears from your table that under the no redemption scenario, the Sponsor will be
required to forfeit the Inducement Shares.  As a related matter, in the graphic on the
bottom of page xiii, you include a reference to footnote "(4)."  We could not find this
footnote.  Please advise or revise.
Q: How will the level of redemptions by NorthView's stockholders . . .", page xiv
5.We note your response to comment 5, and your amended disclosure on page xiv showing
the "trust value per share" to a non-redeeming public shareholder.  Please amend your
disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders at each redemption level, taking into account not
only the money in the trust account, but the post-transaction equity value of the combined
company. Your disclosure should show the impact of certain equity issuances on the per
share value of the shares, including the exercises of public and private warrants, and the
issuance of any earn-out shares under each redemption scenario.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 3
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 3
Q: Do I have redemption rights?, page xviii
6.We acknowledge your response to prior comment 8, which we reissue in part. Please
revise to quantify the value of warrants, based on recent trading prices, that may be
retained by redeeming stockholders assuming maximum redemptions, and identify any
material resulting risks.
Summary of the Proxy Statement/Prospectus
Organizational Structure, page 8
7.Please amend your disclosure to provide a diagram of the post-business combination
ownership structure of New Profusa, including ownership percentages of the relevant
parties.
Risk Factors
Risks Related to Profusa
We expect the commercialization of the Lumee Oxygen Platform to generate . . ., page 30
8.You disclose that your "first offering is the Lumee Oxygen Platform, from which
[you] expect to continue to derive nearly all [y]our commercial revenue in the near
future."  Please amend your disclosure to clarify what is meant by "the near future."  Make
conforming changes throughout your filing, including where you discuss "near term"
revenue.
If we or our suppliers or distributors fail to comply . . ., page 42
9.You disclose that "our key component suppliers may not currently be or may not continue
to be in compliance with applicable regulatory requirements."  Please briefly describe any
steps you take to determine whether your suppliers are in compliance with applicable
regulatory requirements.
Activities taken by existing NorthView's stockholders to increase the likelihood . . ., page 69
10.We acknowledge your revised disclosure in response to prior comment 15, which we
reissue in part.  Please provide your analysis on how such purchases by the Sponsor,
NorthView’s officers and directors, advisors or any of their respective affiliates and/or
their respective affiliates comply with Rule 14e-5.  To the extent that you are relying on
Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022),
available on our public website, please provide an analysis regarding how it applies to
your circumstances. Revise your disclosure as appropriate for consistency.
There is a risk that the new 1% U.S. federal excise tax may be imposed . . ., page 72
11.Describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 4
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 4
impact of the excise tax.
Upon the completion of the Business Combination, the Profusa Stockholders . . ., page 79
12.Please update the ownership percentages referenced in this risk factor for consistency with
your disclosure throughout the filing.
The Merger Agreement, page 91
13.We note your disclosure in the last sentence of the first paragraph that “you should not
rely on the representations and warranties as current characterizations of factual
information about NorthView or Profusa, because they were made as of specific dates,
may be intended merely as a risk allocation mechanism between NorthView, Merger Sub
and Profusa, and are modified by the disclosure schedules.” Please revise to remove any
potential implication that the referenced merger agreement, or any descriptions of its
terms, do not constitute public disclosure under the federal securities laws.
Related Agreements
Profusa Support Agreements, page 100
14.You disclose that within twenty-four hours following the execution of the merger
agreement, certain stockholders of Profusa representing the requisite votes necessary to
approve the merger agreement are expected to enter into support agreements.  It also
appears from your disclosure that the merger agreement was executed on November 7,
2022.  Please clarify whether the Profusa stockholders entered into the support
agreements.
The Background of the Business Combination, page 101
15.Please revise your background of the business combination section to include a discussion
of negotiations relating to material terms of the transaction, including the merger
consideration and equity value of Profusa; the terms of the earnout provisions,
including the terms of the earnout that were amended downward; the minimum net cash at
closing; the financial inducements to enter lock-up agreements; and the terms of the lock-
up agreements.  In your revised disclosure, please explain the reasons for such terms, each
party's position on such issues, and how you reached agreement on the final terms.
Opinion of Marshall & Stevens, page 107
16.Given that the projected revenue for Profusa's 2022 fiscal year is not consistent with the
company's financial statements included in the filing, please confirm whether the
projections still reflect management's views on future performance.  Describe what
consideration your board gave to obtaining updated projections or a lack of reliance upon
the projections.  As a related matter, given your disclosure that Profusa is an early-stage
company, please explain how the timeframe for the projections was selected, and address
the reliability of the projections and underlying assumptions related to the later years

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 5
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 5
presented.
Material U.S. Federal Income Tax Considerations, page 128
17.We acknowledge your revised disclosures in response to prior comment 22.  We note that
the tax opinion exhibit refers to assumptions, exceptions, limitations and qualifications set
forth in the registration statement and that the registration statement also refers to the
assumptions, exceptions, limitations and qualifications set forth in the tax opinion exhibit.
Please revise to clarify the qualifications in the registration statement upon which the tax
opinion relies, and to address and express a conclusion for each material federal tax
consequence described in your registration statement. For additional guidance concerning
assumptions and opinions subject to uncertainty, refer to Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 139
18.We note that adjustment (F) includes a $11,194 debit to APIC for the the reclassification
of Profusa’s deferred offering costs to permanent equity. In light of the fact that cash from
the Trust Account in both the minimum and maximum redemption scenarios is less than
these offering costs, please tell us what consideration was given to expensing the costs in
excess of the Trust Account cash.  Refer to SAB Topic 5A.
19.We note your response to comment 27.  Notwithstanding the fact that the modification of
the Senior Notes did not occur until September 27, 2022, the unaudited pro forma
condensed combined statement of operations for the year ended December 31, 2022
reflects the Business Combination and related transactions, contemplated by the Merger
Agreement as if they had occurred on January 1, 2022.  Given the Senior Notes are
assumed to have been converted into common stock on January 1, 2022, please reassess
the related interest expense that should be eliminated.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 141
20.We note your response to comment 32.  Based on the specific terms and conditions of the
Milestone Earnouts and Profusa Inducement Recoupment, please provide your basis for
recognizing issuances under these agreements.  For example, we note the terms of the
Milestone Earnouts discussed on page 135.  It is not clear how, based on these terms, you
determined it was appropriate to reflect this issuance.  We also note that you are
presenting the issuances for purposes of adjustment (EE) but then not for purposes of
determining your net loss per share amounts on page 144.  Please advise or revise as
necessary.
Note 2. Net Loss per Share, page 143
21.We note that the Milestone Earnout Shares, Sponsor Inducement Recoupment Shares and
Profusa Recoupment Shares as well as outstanding Profusa Options have been excluded
from basic and dilutive earnings per share.  Please disclose in tabular form the nature and
number of securities that could potentially dilute earnings per share in the future.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 May 31, 2023 Page 6
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 6
Comparative Per Share Data, page 146
22.We note your response to comment 33.  The following continues to remain unclear:

•Please explain how you determined the exchange ratio for purposes of determining
the Profusa equivalent pro forma per share data amounts; and

•It is not clear what the weighted average shares outstanding amount of
8,126,171 under the Profusa equivalent pro forma per share data represents.

Please revise your disclosures accordingly.
Profusa's Business, page 179
23.We acknowledge your revised disclosure in response to prior comment 35, which we
reissue in part.  We refer to your disclosure on page 179 that such Asian investors have
"not only been interested for several years but have invested in Profusa’s development to
date . . ."  Please expand your disclosure to describe such investors' investments in Profusa
to date.
24.We note your revised disclosure in response to prior comment 37, which we reissue in
part.  Please revise to balance your disclosure with equally prominent disclosure of the
limitations and challenges Profusa faces in implementing its business strategy and gaining
regulatory acceptance, including the implications if the company does not receive
approval under the Section 510(k) regulatory pathway.  We also note your disclosure that
Profusa has not yet commercialized its Lumee Oxygen product in Europe since receiving
its CE Mark in January 2020, that Profusa’s Lumee Oxgyen recently completed the pilot
phase of its clinical study, and that the company's oxygen sensor and glucose monitoring
device are currently for research use only applications.
Commercial Strategy, page 193
25.We acknowledge your response to prior comment 42, which we reissue in part. Please
revise your disclosure to clarify that certain of the publications in peer-reviewed journals
involved Profusa service providers as co-authors.
26.We note your response to prior comment 43 that certain U.S.-based Key Opinion Leaders
have received equity in Profusa as part of a stock option plan.  Please include disclosure
that describes the role of such key opinion leaders who provided expertise with regards to
Lumee Oxygen and how they were compensated, including details relating to the stock
option plan.
Intellectual Property, page 194
27.We acknowledge your revised disclosure on page 194 in response to prior comment 44,
which we reissue in part.  Please revise to identify for each material patent and pending
patent, as applicab

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 11, 2023

    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

            Celeste Murphy

    Re: NorthView Acquisition Corporation Registration

           Statement on Form S-4 Filed January 25, 2023

           File No. 333-269417

    To Whom It May Concern:

    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. 1 (the “Amendment”)
      to its Registration Statement on Form S-4 filed on January 25, 2023 (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 February 21, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the
      convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Form S-4 Filed January 25, 2023 Cover Page

          1.

            Please revise the prospectus cover page to disclose the expected ownership percentages in the combined company of NorthView’s public stockholders, the Sponsor and its affiliates and Profusa stockholders. To the
              extent applicable, disclose the total expected ownership of the Sponsor following the transaction, inclusive of any investments the Sponsor plans to make through financing transactions, such as the PIPE investment.

    RESPONSE: We have amended the disclosure on the cover page to include the requested information.

              May 11, 2023

              Page 2

    Questions and Answers about the Business Combination, page xi

          2.

            Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the
              impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity
              analysis, including any needed assumptions.

    RESPONSE: We have amended the disclosures on pages xi and xiii to include the requested information.

          3.

            Please revise your disclosure in this section and elsewhere in the prospectus as appropriate to highlight the material risks to public warrant holders, including those arising from differences between private and
              public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company would take to notify all shareholders, including
              beneficial owners, regarding when the warrants become eligible for redemption.

    RESPONSE: We have amended the disclosures on pages xi and xiii to include the requested information.

    Q: What equity stake will current NorthView stockholders and current Profusa stockholders hold in the combined company...?, page xii

          4.

            Please disclose the Sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities.

    RESPONSE: We have amended the disclosures on page xiii to include the requested information.

          5.

            Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption
              scenarios, including at least one interim redemption level.

    RESPONSE: The Company respectfully submits to the Staff that, subsequent to the filing of the initial Registration Statement, the Company experienced stockholder redemptions such that the impact of any interim
      redemption level does not appear to be material relative to the No Redemption and Maximum Redemption scenarios and presented in the amended disclosures. However, we have amended the disclosures on page xiii to include the requested information with
      the exception of the presentation of an interim redemption level.

          6.

            Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the
              impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity
              analysis, including any needed assumptions.

    RESPONSE: We have amended the disclosures on page xiii to include the requested information.

          7.

            Please clarify, if true, that the sponsor will receive additional securities pursuant to an anti-dilution adjustment based on the company’s additional financing activities. If applicable, please quantify the
              number and value of securities the sponsor will receive. In addition, disclose the ownership percentages in the company before and after the additional financing to highlight dilution to public stockholders.

    RESPONSE: We advise the Staff that Sponsor will not receive additional securities pursuant to an anti-dilution adjustment based on the company’s additional financing activities.

              May 11, 2023

              Page 3

    Q: Do I have redemption rights?, page xvii

          8.

            Clarify, if true, that holders of your public warrants and holders of warrants through your units cannot exercise redemption rights with respect to the warrants. Quantify the value of warrants, based on recent
              trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

    RESPONSE: We have amended the disclosures on page xix to include the requested information.

    Summary of the Proxy Statement/Prospectus, page 1

          9.

            Please revise to expand your descriptions of NorthView and Profusa in this section. Please discuss the types of products and services Profusa provides, how the company generates revenue, and when the company
              commenced work designing these products and obtained CE approval. Revise to include disclosure that Profusa’s products are currently categorized as Class III medical devices and clarify, if true, that Profusa’s Lumee Oxygen and Glucose
              products involve the permanent injection of a hydrogel sensor in subcutaneous tissue. Please also balance your disclosure in the Summary and throughout the prospectus to clarify that Profusa sells its oxygen sensor for research use only (RUO)
              applications in animal models and in vitro testing and that Lumee Glucose is currently an investigative device for research use only.

    RESPONSE: We have amended the disclosures on page 1 to include the requested information.

    Interests of Certain Persons in the Business Combination, page 4

          10.

            We note your disclosure that NorthView’s directors will not receive reimbursement for any out-of-pocket expenses incurred by them on incident to identifying, investigating and consummating a business combination.
              Please revise your disclosure to include the current value of loans extended, fees due, and out-pocket-expenses for which the Sponsor and its affiliates are awaiting reimbursement, including any working capital loans.

    RESPONSE: We have amended the disclosures on page 6 to include the requested information.

          11.

            We refer to your disclosure on page 5 that I-Bankers and Dawson James are entitled to receive a fee of $6,986,250 in connection with the business combination, which appears to suggest that underwriting fees
              remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.
              In this regard, we refer to your disclosure on page 167 that the underwriting fee is equal to 3.68% of the gross proceeds of the public offering.

    RESPONSE: We have amended the disclosures on pages 6 and 172 to include the requested information.

    Impact of the Business Combination and Convertible Securities on New Profusa’s Public Float, page 6

          12.

            We note that you plan to arrange to sell additional securities to raise funds to satisfy the minimum cash required to complete the business combination transaction after returning funds to redeeming stockholders
              under the maximum redemption scenario. Please clarify the current status of discussions and negotiations regarding the contemplated PIPE investment. Revise the disclosure to discuss the key terms of any convertible securities and to disclose
              the potential impact of those securities on non-redeeming shareholders, as applicable.  To the extent that negotiation and marketing processes for a PIPE are ongoing, please disclose material details of those processes, including who selected
              the potential PIPE investors, the relationships the PIPE investors have to NorthView, the Sponsor, Profusa and their affiliates, and the placement agent and how the terms of the PIPE transaction were determined, as applicable.

    RESPONSE: We have amended the disclosures on page 7 to include the requested information.

              May 11, 2023

              Page 4

          13.

            Please highlight material differences in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated at the time of the business combination. Disclose if the
              SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.

    RESPONSE: We have amended the disclosures on page xv to include the requested information. The Company supplementally advises the staff that the terms of any private placement have not been agreed to as of the
      date hereof, and we further represent that such terms will be disclosed in a subsequent amendment to the prospectus/proxy statement.

    We depend upon third-party suppliers and outsource to other parties..., page 31

          14.

            We note your risk factor disclosure that you rely on single and/or sole sources for certain components and materials used in manufacturing your products. Please expand your disclosure to discuss your sources and
              availability of raw materials and the names of any principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.

    RESPONSE: We have amended the disclosures on page 33 to include the requested information.

    Activities taken by existing NorthView’s stockholders to increase the likelihood of approval of the business..., page 63

          15.

            We note disclosure here that at any time prior to the special meeting, the Sponsor, NorthView’s officers and directors, advisors or any of their respective affiliates and/or their respective affiliates may
              purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into
              transactions with such investors and others to provide them with incentives to acquire shares of NorthView common stock. You further state that the purpose of the share purchases could be to vote in favor of the business combination. Please
              provide your analysis on how such purchases comply with Rule 14e-5.

    RESPONSE: We have amended the disclosures on pages 69 to address the Staff’s comment.

    The Background of the Business Combination, page 95

          16.

            We note your disclosure on page 97 that NorthView engaged in detailed due diligence and discussions with eight other potential targets and delivered letters of intent to two potential business combination
              targets, other than Profusa. Please expand your disclosure of these eight potential business combination targets the NorthView Board considered and discuss the NorthView Board’s reasons in reaching its conclusions not to pursue each of the
              potential business combination target.

    RESPONSE: We have amended the disclosures on pages 100 through 104 to include the requested information.

          17.

            Please identify the individuals and/or parties who participated in the meetings, discussions and negotiations described throughout this section. By way of example only, please identify the representatives of
              NorthView and Profusa and their advisors who participated in negotiations related to the merger agreement.

    RESPONSE: We have amended the disclosures on pages 100 through 104 to include the requested information.

              May 11, 2023

              Page 5

    Financial Projections, page 102

          18.

            We note that the only revenue recorded by Profusa during the two years ended December 31, 2021 and the nine months ended September 30, 2022 was in the form of government grant revenues. The projections provided
              assume that revenue will commence in Q4 of 2022 for Lumee Oxygen and Q2 of 2024 for Lumee Glucose. In this regard, please address the following:

          •

            Please disclose whether these projections still reflect management’s views on future performance. For example, if there has been a change in circumstances which has resulted in changes to when revenue will
              commence for either product;

          •

            Please disclose the basis for providing projections for a seven year period given the limited operations of Profusa; and

          •

            Please explain how management and the Board considered and relied upon the projections. Explain how they assessed their reasonableness, particularly in light of the limited operations of Profusa.

    RESPONSE: We respectfully acknowledge the Staff’s comment.  Profusa is currently in the process of preparing updated projections and will provide such updated projections, as well as modified disclosure in
      response to the Staff’s comment, in a subsequent amendment when the updated projections are available.

          19.

            The projections show significant increases in revenues from $5 million in 2023 to $73 million in 2024 well as further significant increases to $175 million in 2025 and $354 million in 2026. Given the limited
              operations of Profusa, we would expect detailed disclosures in order for an investor to understand the reasonableness of the assumptions underlying the projections as well as the inherent limitations of the projections. In this regard, please

United States securities and exchange commission logo
February 21, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corporation
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corporation
Registration Statement on Form S-4
Filed January 25, 2023
File No. 333-269417
Dear Jack Stover:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 Filed January 25, 2023
Cover Page
1.Please revise the prospectus cover page to disclose the expected ownership percentages in
the combined company of NorthView’s public stockholders, the Sponsor and its affiliates
and Profusa stockholders.  To the extent applicable, disclose the total expected ownership
of the Sponsor following the transaction, inclusive of any investments the Sponsor plans
to make through financing transactions, such as the PIPE investment.
Questions and Answers about the Business Combination, page xi
2.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 February 21, 2023 Page 2
 FirstName LastNameJack Stover
NorthView Acquisition Corporation
February 21, 2023
Page 2
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
3.Please revise your disclosure in this section and elsewhere in the prospectus as appropriate
to highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company would take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Q: What equity stake will current NorthView stockholders and current Profusa stockholders hold
in the combined company...?, page xii
4.Please disclose the Sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
5.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including at least one interim redemption level.
6.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
7.Please clarify, if true, that the sponsor will receive additional securities pursuant to an
anti-dilution adjustment based on the company’s additional financing activities.  If
applicable, please quantify the number and value of securities the sponsor will receive.  In
addition, disclose the ownership percentages in the company before and after the
additional financing to highlight dilution to public stockholders.
Q: Do I have redemption rights?, page xvii
8.Clarify, if true, that holders of your public warrants and holders of warrants through your
units cannot exercise redemption rights with respect to the warrants.  Quantify the value of
warrants, based on recent trading prices, that may be retained by redeeming stockholders
assuming maximum redemptions and identify any material resulting risks.
Summary of the Proxy Statement/Prospectus, page 1
9.Please revise to expand your descriptions of NorthView and Profusa in this section.
Please discuss the types of products and services Profusa provides, how the company
generates revenue, and when the company commenced work designing these products and

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 February 21, 2023 Page 3
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
February 21, 2023
Page 3
obtained CE approval.  Revise to include disclosure that Profusa's products are currently
categorized as Class III medical devices and clarify, if true, that Profusa’s Lumee Oxygen
and Glucose products involve the permanent injection of a hydrogel sensor in
subcutaneous tissue.  Please also balance your disclosure in the Summary and throughout
the prospectus to clarify that Profusa sells its oxygen sensor for research use only (RUO)
applications in animal models and in vitro testing and that Lumee Glucose is currently an
investigative device for research use only.
Interests of Certain Persons in the Business Combination, page 4
10.We note your disclosure that NorthView’s directors will not receive reimbursement for
any out-of-pocket expenses incurred by them on incident to identifying, investigating and
consummating a business combination.  Please revise your disclosure to include the
current value of loans extended, fees due, and out-pocket-expenses for which the Sponsor
and its affiliates are awaiting reimbursement, including any working capital loans.
11.We refer to your disclosure on page 5 that I-Bankers and Dawson James are entitled to
receive a fee of $6,986,250 in connection with the business combination, which appears to
suggest that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution. In this regard, we refer to your disclosure on page 167 that the
underwriting fee is equal to 3.68% of the gross proceeds of the public offering.
Impact of the Business Combination and Convertible Securities on New Profusa's Public Float,
page 6
12.We note that you plan to arrange to sell additional securities to raise funds to satisfy the
minimum cash required to complete the business combination transaction after returning
funds to redeeming stockholders under the maximum redemption scenario.  Please clarify
the current status of discussions and negotiations regarding the contemplated PIPE
investment.  Revise the disclosure to discuss the key terms of any convertible securities
and to disclose the potential impact of those securities on non-redeeming shareholders, as
applicable.  To the extent that negotiation and marketing processes for a PIPE are
ongoing, please disclose material details of those processes, including who selected the
potential PIPE investors, the relationships the PIPE investors have to NorthView, the
Sponsor, Profusa and their affiliates, and the placement agent and how the terms of the
PIPE transaction were determined, as applicable.
13.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination.  Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 February 21, 2023 Page 4
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
February 21, 2023
Page 4
We depend upon third-party suppliers and outsource to other parties..., page 31
14.We note your risk factor disclosure that you rely on single and/or sole sources for certain
components and materials used in manufacturing your products.  Please expand your
disclosure to discuss your sources and availability of raw materials and the names of any
principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.
Activities taken by existing NorthView's stockholders to increase the likelihood of approval of
the business..., page 63
15.We note disclosure here that at any time prior to the special meeting, the Sponsor,
NorthView’s officers and directors, advisors or any of their respective affiliates and/or
their respective affiliates may purchase shares from institutional and other investors who
vote, or indicate an intention to vote, against the business combination proposal, or
execute agreements to purchase shares from such investors in the future, or they may enter
into transactions with such investors and others to provide them with incentives to acquire
shares of NorthView common stock. You further state that the purpose of the share
purchases could be to vote in favor of the business combination. Please provide your
analysis on how such purchases comply with Rule 14e-5.
The Background of the Business Combination, page 95
16.We note your disclosure on page 97 that NorthView engaged in detailed due diligence and
discussions with eight other potential targets and delivered letters of intent to two potential
business combination targets, other than Profusa.  Please expand your disclosure of these
eight potential business combination targets the NorthView Board considered and discuss
the NorthView Board’s reasons in reaching its conclusions not to pursue each of the
potential business combination target.
17.Please identify the individuals and/or parties who participated in the meetings, discussions
and negotiations described throughout this section.  By way of example only, please
identify the representatives of NorthView and Profusa and their advisors who participated
in negotiations related to the merger agreement.
Financial Projections, page 102
18.We note that the only revenue recorded by Profusa during the two years ended December
31, 2021 and the nine months ended September 30, 2022 was in the form of government
grant revenues.  The projections provided assume that revenue will commence in Q4 of
2022 for Lumee Oxygen and Q2 of 2024 for Lumee Glucose.  In this regard, please
address the following:
•Please disclose whether these projections still reflect management’s views on future
performance.  For example, if there has been a change in circumstances which has
resulted in changes to when revenue will commence for either product;
•Please disclose the basis for providing projections for a seven year period given the

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 February 21, 2023 Page 5
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
February 21, 2023
Page 5
limited operations of Profusa; and
•Please explain how management and the Board considered and relied upon the
projections.  Explain how they assessed their reasonableness, particularly in light of
the limited operations of Profusa.
19.The projections show significant increases in revenues from $5 million in 2023 to $73
million in 2024 well as further significant increases to $175 million in 2025 and $354
million in 2026.  Given the limited operations of Profusa, we would expect detailed
disclosures in order for an investor to understand the reasonableness of the assumptions
underlying the projections as well as the inherent limitations of the projections.  In this
regard, please address the following:
•Please separately identify the projected revenue estimates for Lumee Oxygen and
Lumee Glucose for each year.  Specifically for each product, please also discuss all
material assumptions and the basis for those assumptions used to develop the
projections, including when each projection assumes each product candidate will
obtain regulatory approval by market, the length of time from approval to commercial
availability, assumptions about market acceptance / penetration rates, market growth
rates, the impact of competition, and any other factors or contingencies that would
affect the projections from materializing.  To the extent the projections are based on
multiple scenarios, discuss that fact, identify the various scenarios used, and how
each scenario was weighted;
•Lumee Glucose revenue numbers are cross-referenced and viability-checked with the
patient launch numbers for an existing competitor Abbott.  The patient numbers for
Abbott at the end of 2018 after their launch in 2017 are also disclosed.  Please further
clarify how the numbers for Abbott were relied upon in coming up with
these projections.  Please address the reasonableness of referencing Abbott's patient
launch numbers and address any limitations in relying on these numbers given that
Abbott is an established, well-known international company with $43B in revenues;
and
•We note the discussion of various collaborations and partnerships which are expected
to increase revenue.  Please further clarify the assumed impact of these on
the projected revenue amounts and your basis for these assumptions.
20.Please expand your disclosures to define EBITDA and Net Cash Flows and provide
detailed information as to how these financial measures were calculated.  Provide a
description of the GAAP financial measures to which these measures are most closely
related and explain why non-GAAP financial measures were used instead of GAAP
measures.
21.Please disclose the material assumptions underlying your projected EBITDA and Net
Cash Flow and explain the basis for those assumptions.  This disclosure should include a
discussion of the material underlying projected cost of sales, operating expenses and other
expenses which are reflected in the determination of EBITDA and net cash flow.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corporation
 February 21, 2023 Page 6
 FirstName LastName
Jack Stover
NorthView Acquisition Corporation
February 21, 2023
Page 6
Material U.S. Federal Income Tax Considerations, page 119
22.Please revise to include a tax opinion covering the material tax consequences of the
redemption and state that the disclosure in this section represents the opinion of counsel.
Please also remove language stating that “generally” certain tax consequences will apply
or assuming certain consequences. For further guidance, see Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Transactions, page 126
23.The second bullet on this page indicates that Profusa’s equityholders and holders of
convertible promissory notes will receive or have the right to receive an aggregate of 15.5
million shares of New Profusa common stock.  Please clarify in your disclosures how this
15.5 million shares corresponds to the shares of New Profusa’s common stock shown
under the no redemption and maximum redemption scenarios.  Also, explain why the
number of shares issued to the Profusa equity holders under the no redemption scenario
differs from the number of shares issued under the maximum redemption scenario.
24.With reference to the key terms of Merger Agreement as set forth on page 99, please
reconcile the disclosures surrounding the financial inducement to meet minimum cash
requirements as presented in the 3rd bullet on page 99 to your disclosures on page 127
which indicates that the Sponsor has agreed to forfeit up to 1,040

United States securities and exchange commission logo
January 4, 2023
Jack Stover
Chief Executive Officer
NorthView Acquisition Corp
207 West 25th St., 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corp
Form 10-K for the year ended December 31, 2021
Filed March 18, 2022
File No. 001-41177
Dear Jack Stover:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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

United States securities and exchange commission logo
December 1, 2022
Jack Stover
Chief Executive Officer
NorthView Acquisition Corp
207 West 25th St., 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corp
Form 10-K for the year ended December 31, 2021
Filed March 18, 2022
File No. 001-41177
Dear Jack Stover:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2021
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, please revise your disclosure in future
filings to 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

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corp
 December 1, 2022 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corp
December 1, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ameen Hamady at 202-551-3891 or Kristi Marrone at 202-551-3429 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

NorthView Acquisition Corp.

207 West 25th St, 9th Floor

New York, NY 10001

December 17, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Attention: Michael Davis, Esq.

 Re: NorthView Acquisition Corp.

Registration Statement
on Form S-1

File No. 333-257156

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, NorthView Acquisition Corp., a Delaware corporation (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 1:00 P.M. (Eastern Time) on December 20, 2021, or as soon thereafter as possible on such date.

    Very truly yours,

    NorthView Acquisition Corp.

    By:
    /s/ Jack Stover

    Name: Jack Stover

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

NorthView Acquisition Corp.

207 West 25th St, 9th Floor

New York, NY 10001

December 17, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Attention: Michael Davis, Esq.

 Re: NorthView Acquisition Corp.

Registration Statement
on Form S-1

File No. 333-257156

Ladies and Gentlemen:

	Reference is made to our letter, filed as
correspondence with the U.S. Securities and Exchange Commission via EDGAR on December 15, 2021, in which we requested the acceleration
of the effective date of the above-captioned Registration Statement, as amended, to 5:00 P.M. (Eastern Time) on December 20, 2021. We
are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw
our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

    Very truly yours,

    NorthView Acquisition Corp.

    By:
    /s/
    Jack Stover

    Name:
    Jack Stover

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

December 17, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Northview Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-257156

Dear Mr. Davis:

In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Act”), I-Bankers Securities, Inc., as representative of the several
underwriters, hereby joins Northview Acquisition Corp. (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-257156) (the “Registration Statement”)
to become effective on Monday, December 20, 2021, at 1:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time
as the Company or its outside counsel, Schiff Hardin LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, the undersigned expects to distribute
approximately 450 copies of the preliminary prospectus dated December 6, 2021 to prospective underwriters and dealers, institutional investors,
retail investors and others.

The undersigned advises
that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they
have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    I-BANKERS SECURITIES, INC.

    By:
    /s/ Shelley Leonard

    Name:
    Shelley Leonard

    Title:
    President

CORRESP
1
filename1.htm

December 17, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Northview Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-257156

Dear Mr. Davis:

On December 15, 2021, the undersigned, for itself
and the several underwriters, joined in the request of Northview Acquisition Corp. (the “Company”) to accelerate the effective
date of the above-referenced Registration Statement so as to permit it to become effective at 5:00 p.m., Eastern Standard Time, on December
17, 2021, or as soon thereafter as practicable.

The
undersigned, for itself and the several underwriters, hereby joins in the Company’s withdrawal of such request.

* * *

[Signature Page Follows]

    Very truly yours,

    NorthView Acquisition Corp.

    By:
    /s/ Shelley Leonard

    Name:
    Shelley Leonard

    Title:
    President

[Signature Page to Underwriter’s Withdrawal
Request Letter]

CORRESP
1
filename1.htm

December 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Northview Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-257156

Dear Mr. Davis:

In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Act”), I-Bankers Securities, Inc., as representative of the several
underwriters, hereby joins Northview Acquisition Corp. (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-257156) (the “Registration Statement”)
to become effective on Friday, December 17, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Schiff Hardin LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, the undersigned
expects to distribute approximately 450 copies of the preliminary prospectus dated December 6, 2021 to prospective underwriters and dealers,
institutional investors, retail investors and others.

The undersigned advises
that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they
have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    I-BANKERS SECURITIES, INC.

    By:
    /s/ Mike McCrory

    Name:
    Mike McCrory

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

NorthView
Acquisition Corp.

207
West 25th St, 9th Floor

New
York, NY 10001

December
15, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

Attention:
Michael Davis, Esq.

    Re:
    NorthView Acquisition
    Corp.

    Registration Statement
    on Form S-1

    File No. 333-257156

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, NorthView Acquisition Corp., a Delaware corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 5:00 P.M. (Eastern Time) on December 17, 2021, or as soon thereafter as possible on such date.

    Very truly
    yours,

    NorthView Acquisition
    Corp.

    By:
    /s/
    Jack Stover

    Name:
    Jack Stover

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

  Cavas S. Pavri

202.724.6847

cpavri@schiffhardin.com

  100 N. 18th Street

Suite 300

Philadelphia, PA 19103

t 202.778.6400

f 202.778.6460

www.schiffhardin.com

  December 6, 2021

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Michael Davis, Esq.

    Re:
    NorthView Acquisition Corp.

    Amendment No. 1 to

    Registration Statement on Form S-1

    Response dated August 19, 2021

    File No. 333-257156

Dear Mr. Davis:

This letter is being submitted
on behalf of NorthView Acquisition Corp. (the “Company”) in response to the comment letter, dated September 21, 2021,
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 prior response to the Staff’s comment letter dated July 26, 2021 related to Amendment No. 1
to Registration Statement on Form S-1 filed July 1, 2021.

The Company’s Amendment
No. 2 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) has been submitted to the Commission

For the Staff’s convenience,
we have repeated the Staff’s comment prior to the Company’s response in bold italics.

Securities and Exchange Commission

Page 2

Amendment No. 1 to Registration Statement on Form S-1 Response dated
August 19, 2021

Capitalization, page 62.

1. We have
considered your response to our prior comment 1. We are unable to agree with your view that the $5 million net tangible limitation provided
in your Amended and Restated Certificate of Incorporation qualifies a portion of your redeemable common shares for permanent equity classification
in accordance with ASC 480-10-S99-3A for the following reasons:

 ● Each redeemable common share is redeemable outside
the control of the Company. Such shares will become redeemable either as a result of a business combination or by passage of time.

 ● The intention is that in all cases the redeemable common
shareholders will have their investment reimbursed, unless they choose otherwise, whether as a result of a business combination or as
the result of the failure to achieve a business combination.

 ● The unit of accounting is the individual share as each
share has the right to be redeemed at the holders' option upon a business combination. While the Company's Amended and Restated Certificate
of Incorporation stipulates that redemptions will be limited to $5 million in net tangible assets, the Company does not control whether
or not that threshold is ever reached in terms of the capital available from the redeemable common shareholders, nor does the Company
control which specific shareholders choose to redeem or not redeem.

Please revise your
Capitalization table to classify all redeemable common shares as temporary equity.

Response: The Amended
Registration Statement has been revised to classify all redeemable common shares as temporary equity

* * *

Should you have any questions
regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    SCHIFF HARDIN LLP

    /s/ Cavas Pavri

    By: Cavas Pavri

 Enclosures

    cc:
    Jack Stover, Chief Executive Officer

    Ralph De Martino, Schiff Hardin LLP

United States securities and exchange commission logo
September 21, 2021
Jack Stover
Chief Executive Officer
NorthView Acquisition Corp
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-1
Response dated August 19, 2021
File No. 333-257156
Dear Mr. Stover:
            We have limited our review of your registration statement to the issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 Response dated August 19, 2021
Capitalization, page 62
1.We have considered your response to our prior comment 1.  We are unable to agree with
your view that the $5 million net tangible limitation provided in your Amended and
Restated Certificate of Incorporation qualifies a portion of your redeemable
common shares for permanent equity classification in accordance with ASC 480-10-S99-
3A for the following reasons:
•Each redeemable common share is redeemable outside the control of the Company.
Such shares will become redeemable either as a result of a business combination or
by passage of time.
•The intention is that in all cases the redeemable common shareholders will have their

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corp
 September 21, 2021 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corp
September 21, 2021
Page 2
investment reimbursed, unless they choose otherwise, whether as a result of a
business combination or as the result of the failure to achieve a business combination.
•The unit of accounting is the individual share as each share has the right to be
redeemed at the holders' option upon a business combination.  While the Company's
Amended and Restated Certificate of Incorporation stipulates that redemptions will
be limited to $5 million in net tangible assets, the Company does not control whether
or not that threshold is ever reached in terms of the capital available from the
redeemable common shareholders, nor does the Company control which specific
shareholders choose to redeem or not redeem.
Please revise your Capitalization table to classify all redeemable common shares as
temporary equity.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Michael Davis at 202-551-4385 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Cavas S. Pavri

CORRESP
1
filename1.htm

  100
                                           N. 18th Street

  Suite 300

  Philadelphia, PA 19103

  t
      202.778.6400

  f
      202.778.6460

  www.schiffhardin.com

Cavas S. Pavri

202.724.6847

cpavri@schiffhardin.com

  August 19, 2021

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Michael Davis, Esq.

 Re: NorthView
                                            Acquisition Corp.

Amendment No. 1 to

Registration
Statement on Form S-1

Filed July 1,
2021

File No. 333-257156

Dear Mr.
Davis:

This
letter is being submitted on behalf of NorthView Acquisition Corp. (the “Company”) in response to the comment letter,
dated July 26, 2021, 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 Amendment No. 1 to Registration Statement on Form
S-1 filed July 1, 2021 (the "Amended Registration Statement”).

For
the Staff’s convenience, we have repeated the Staff’s comment prior to the Company’s response in bold italics.

Amended Form S-1 filed July 1, 2021

Capitalization, page 62.

1.       We
note that you are offering 18,000,000 common shares as part of your initial public offering of units, but only show 16,443,633 common
shares subject to possible redemption in your Capitalization table. Please tell us how you considered the guidance in ASC 480-10-S99-3A,
which requires securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable
(1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of
any event that is not solely within the control of the holder, in concluding that all 18,000,000 common shares were not required to be
presented outside of permanent equity and part of shares subject to possible redemption.

Securities and Exchange
Commission

Page 2

Response:
The guidance the Company is principally relying on is the following sections of ASC 480-10-S99:

3.f.
Certain redemptions upon liquidation events. Ordinary liquidation events, which involve the redemption and liquidation of all of an entity's
equity instruments for cash or other assets of the entity, do not result in an equity instrument being subject to ASR 268. In other words,
if the payment of cash or other assets is required only from the distribution of net assets upon the final liquidation or termination
of an entity (which may be a less-than-wholly-owned consolidated subsidiary), then that potential event need not be considered when applying
ASR 268.

14.
If an equity instrument subject to ASR 268 is currently redeemable (for example, at the option of the holder), it should be adjusted
to its maximum redemption amount at the balance sheet date. If the maximum redemption amount is contingent on an index or other similar
variable (for example, the fair value of the equity instrument at the redemption date or a measure based on historical EBITDA), the amount
presented in temporary equity should be calculated based on the conditions that exist as of the balance sheet date…

15.
…If it is probable that the equity instrument will become redeemable (for example, when the redemption depends solely on the passage
of time), the SEC staff will not object to either of the following measurement methods provided the method is applied consistently:

a...

b.
Recognize changes in the redemption value (for example, fair value) immediately as they occur and adjust the carrying amount of the instrument
to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were
also the redemption date for the instrument.

18.
If classification of an equity instrument as temporary equity is no longer required (if, for example, a redemption feature lapses, or
there is a modification of the terms of the instrument), the existing carrying amount of the equity instrument should be reclassified
to permanent equity at the date of the event that caused the reclassification. Prior financial statements are not adjusted. Additionally,
the SEC staff believes that it would be inappropriate to reverse any adjustments previously recorded to the carrying amount of the equity
instrument (pursuant to paragraphs 14–16) in conjunction with such reclassifications.

The
Company believes that such guidance applies to special purpose acquisition companies and to the facts and circumstances relevant to the
Company.

As
detailed in the Registration Statement, upon a liquidation, all of the public shares are subject to redemption whereby they will receive
a pro rata distribution from the proceeds held in the trust account (less reduction for certain amounts as disclosed) in accordance
with the liquidation provision in the Company’s form of Amended and Restated Certificate of Incorporation, which will be in effect
prior to the Company’s initial public offering (the “IPO Certificate”).

Securities and Exchange
Commission

Page 3

The
public stockholders also have the right to redeem their shares in connection with an initial business combination for a pro rata
amount of the proceeds held in the trust account (less reduction for certain amounts as disclosed in the Registration Statement) in accordance
with the tender offer/stockholder approval provisions in the IPO Certificate. Although the Company does not specify a maximum redemption
threshold, Section 9.2 of the IPO Certificate provides that in no event will the Company redeem its public shares in an amount that would
cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public
shares or the related initial business combination, and instead would search for an alternate initial business combination.

In
accordance with the accounting guidance provided in ASC 480, ordinary liquidation events, which involve the redemption and liquidation
of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, all of the 18,000,000 shares
would only be redeemable upon a liquidation event.

In
contrast, with respect to a redemption in connection with a business combination, the Company will allow for a variable number of shares
to be redeemed as long as its net tangible assets remains at least $5,000,001. In accordance with the guidance of ASC 480, the amount
of shares that can be redeemed at the option of the holder is classified outside of permanent equity. Accordingly, in accordance with
the Company’s IPO Certificate, the Company will proceed with an initial business combination only in the event that the number
of public shareholders who exercise their redemption rights does not cause the Company’s net tangible assets to fall below $5,000,001.

The
16,443,633 public shares represent the number of shares that may be redeemed in connection with a business combination without causing
the Company’s net tangible assets to fall below $5,000,001. Any potential share redemptions in excess of these amounts would not
be approved by the Company and the initial business combination would fail. Thus, the event triggering the redemption would be cancelled
and the shares no longer subject to redemption.

These
limitations and procedures are disclosed throughout the Registration Statement. Thus, every investor is aware of the limitation and is
part of the ‘contract’ with each investor.

Accordingly,
the Company has determined that the presentation is most consistent with the above guidance.

*
* *

Securities and Exchange
Commission

Page 4

Should
you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

Sincerely,

SCHIFF HARDIN LLP

/s/ Cavas Pavri

By: Cavas Pavri

 Enclosures

 cc: Jack Stover, Chief Executive Officer

Ralph De Martino,
Schiff Hardin LLP

United States securities and exchange commission logo
July 26, 2021
Jack Stover
Chief Executive Officer
NorthView Acquisition Corp
207 West 25th St, 9th Floor
New York, NY 10001
Re:NorthView Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 1, 2021
File No. 333-257156
Dear Mr. Stover:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amended Form S-1 filed July 1, 2021
Capitalization, page 62
1.We note that you are offering 18,000,000 common shares as part of your initial public
offering of units, but only show 16,443,633 common shares subject to possible
redemption in your Capitalization table. Please tell us how you considered the guidance in
ASC 480-10-S99-3A, which requires securities that are redeemable for cash or other
assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or
determinable price on a fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of an event that is not solely within the control of the holder, in
concluding that all 18,000,000 common shares were not required to be presented outside
of permanent equity and part of shares subject to possible redemption.

 FirstName LastNameJack Stover
 Comapany NameNorthView Acquisition Corp
 July 26, 2021 Page 2
 FirstName LastName
Jack Stover
NorthView Acquisition Corp
July 26, 2021
Page 2
             We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
             You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Michael Davis at 202-551-4385 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Cavas S. Pavri