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.
 Jack Stover
FirstName
NorthViewLastNameJack     Stover
            Acquisition Corporation
Comapany
May        NameNorthView Acquisition Corporation
     31, 2023
May 31,
Page 2 2023 Page 2
FirstName LastName
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.
 Jack Stover
FirstName
NorthViewLastNameJack     Stover
            Acquisition Corporation
Comapany
May        NameNorthView Acquisition Corporation
     31, 2023
May 31,
Page 3 2023 Page 3
FirstName LastName
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
 Jack Stover
FirstName
NorthViewLastNameJack     Stover
            Acquisition Corporation
Comapany
May        NameNorthView Acquisition Corporation
     31, 2023
May 31,
Page 4 2023 Page 4
FirstName LastName
         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
 Jack Stover
FirstName
NorthViewLastNameJack     Stover
            Acquisition Corporation
Comapany
May        NameNorthView Acquisition Corporation
     31, 2023
May 31,
Page 5 2023 Page 5
FirstName LastName
         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.
 Jack Stover
FirstName
NorthViewLastNameJack     Stover
            Acquisition Corporation
Comapany
May        NameNorthView Acquisition Corporation
     31, 2023
May 31,
Page 6 2023 Page 6
FirstName LastName
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 applicable, the scope and technology of each patent or
patent application, the
 Jack Stover
NorthView Acquisition Corporation
May 31, 2023
Page 7
      type of patent protection (such as composition of matter, use or
process), the jurisdiction
      and expiration dates. In this regard, consider using tabular disclosure
in addition to the
      narrative for ease of use.
Competition, page 195

28.   We note your revised disclosure on page 195 in response to prior comment
45, which we
      reissue in part. You disclose that your competitors for Lumee Glucose
with existing
      Continuous Glucose Monitoring technologies "target" both Type 1 and Type
2 diabetes
      patients, as well as prediabetics. Please revise to disclose whether any
of your
      competitors have developed glucose monitoring devices targeting Type 1
diabetes, Type 2
      diabetes and/or prediabetes, or if they are developing such devices, and
where they are in
      the development process.
General

29.   Please file the Business Combination Marketing Agreement, Binding Term
Sheet for
      APAC Joint Venture, and any other relevant material contracts as exhibits
to your
      registration statement. See Item 601(b)(10) of Regulation S-K.
Alternatively, tell us why
      you do not believe you are required to do so.
       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,

FirstName LastNameJack Stover                               Division of
Corporation Finance
                                                            Office of
Industrial Applications and
Comapany NameNorthView Acquisition Corporation
                                                            Services
May 31, 2023 Page 7
cc:       Ralph V. De Martino, Esq.
FirstName LastName