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                            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
 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
FirstName LastNameJack Stover
Comapany
6.          NameNorthView
       Please                 Acquisition
               provide a currently         Corporation
                                   dated and signed auditor   s consent from
the auditors of Profusa,
       Inc.2024
April 26,   See Page
                Item 2601(b)(23) of Regulation S-K.
FirstName LastName
 Jack Stover
FirstName
NorthViewLastNameJack      Stover
             Acquisition Corporation
Comapany
April       NameNorthView Acquisition Corporation
       26, 2024
April 326, 2024 Page 3
Page
FirstName LastName
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.