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                              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
 Jack Stover
FirstName
NorthViewLastNameJack     Stover
            Acquisition Corporation
Comapany
August      NameNorthView Acquisition Corporation
        9, 2023
August
Page 2 9, 2023 Page 2
FirstName LastName
         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.
 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
FirstName LastNameJack Stover
       amend your disclosure to quantify or provide a range of the percentage
amounts of such
Comapany    NameNorthView
       royalties               Acquisition Corporation
                 on net sales. Alternatively, tell us why you do not believe
you are required to
       provide  this
August 9, 2023 Page 3disclosure.
FirstName LastName
 Jack Stover
FirstName
NorthViewLastNameJack     Stover
            Acquisition Corporation
Comapany
August      NameNorthView Acquisition Corporation
        9, 2023
August
Page 4 9, 2023 Page 4
FirstName LastName
       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.