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
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,
FirstName LastNameJack Stover
Division of
Corporation Finance
Comapany NameNorthView Acquisition Corp
Office of Real
Estate & Construction
September 21, 2021 Page 2
cc: Cavas S. Pavri
FirstName LastName