<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>
