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United States securities and exchange commission logo
June 3, 2024
Carl Stanton
Chief Executive Officer
Focus Impact Acquisition Corp.
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
Re:Focus Impact Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed May 3, 2024
File No. 333-275871
Dear Carl Stanton:
            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 25, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed May 3, 2024
Information about DevvStream, page 222
1.We note your response to comment 12. Please provide the basis for your statement that
the DevvX blockchain uses one three billionth of the energy and CO2 output of Bitcoin’s
blockchain.
Devvio Blockchain, page 227
2.Please revise your disclosure to indicate that the DevvX blockchain is currently fully
developed and functional for DevvStream’s needs to store all relevant data.
Devvio Agreement, page 232
3.We note from your response to comment 2 that Devvio is expected to hold a minority

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 June 3, 2024 Page 2
 FirstName LastNameCarl Stanton
Focus Impact Acquisition Corp.
June 3, 2024
Page 2
ownership percentage in DevvStream following the closing of the Business Combination.
We also note the disclosure on page 67 that "Devvio is a Core Company Securityholder
by virtue of holding 100% of the multiple voting shares and will be a significant
shareholder of the Combined Company." Please revise to clarify the apparent
inconsistency. Also advise us of the approximate expected beneficial ownership
percentages which will be held by Devvio in your beneficial ownership table, on page
266, following the closing of the Business Combination.
Information about DevvStream
Devvio Agreement, page 232
4.We note your responses to prior comments 2, 3 and 4. We also note from you disclosure
on page 278 that pursuant to the Devvio Agreement, Devvio became a Core Company
Securityholder along with other DevvStream directors and officers, including Tom
Anderson, Sunny Trinh and Ray Quintana. Please tell us, and expand your related party
disclosure to address:
•the nature of the relationship between the DevvStream, the Core Company
Securityholders and affiliates;
•any transactions between them, however, nominal; and
•any control relationship and the effect of such control relationship between
the entities.

Refer to ASC 850-10-50.
5.We note your responses to prior comment 4 and 5, in which you state that DevvStream
does not have a relationship with the DevvE token and that DevvE is an ERC-20 token
and is maintained on Ethereum. Additionally, DevvStream does not utilize the DevvE
token, or any token, in connection with DevvStream’s use of the DevvX blockchain, and
DevvStream blockchain does not interact with nor is it interoperable with the DevvE
token, or any token.  However, DevvStream will utilize DevvX and we note an April 9,
2024 statement by DevvE that indicates that DevvE is the only platform token for the
DevvX Layer 1 blockchain.  Please reconcile this discrepancy and elaborate further on the
relationships between Devvio, DevvX and DevvE.
6.Related to the comment above, we note that the fairness opinion of Evans & Evans
includes a graphic on page K-5 that shows DevvStream in the center between origination
and monetization in the Devvio blockchain.  Please clarify what is being monetized, what
is DevvStream’s role in such monetization and how is how the Devvio blockchain is being
used in this process.
7.We note your response to prior comment 4 in which you state that DevvStream does not
have a relationship with the DevvE token, which is issued and managed by the Forevver
Association. In light of this statement, please tell us how you considered Mr. Ray
Quintana’s position as CEO and President of the Forevver Association and your
expectation, as disclosed on page 270, that he will serve as a Director of the New PubCo,

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 June 3, 2024 Page 3
 FirstName LastName
Carl Stanton
Focus Impact Acquisition Corp.
June 3, 2024
Page 3
when making this statement.
8.Your response to prior comment 7 indicates that ESG assets are currently tracked by
traditional registries.  Please clarify what is meant by “ESG assets” and whether you are
referring to more than carbon credits.
9.Your response to prior comment 8 indicates that DevvStream will pay a royalty of 5% of
all sales revenue for transactions that use the Devvio blockchain.  However, the example
in your response indicates that DevvStream would pay Devvio 5% of the proceeds from
sale of carbon credits on traditional, third-party carbon credit registries.  Please tell us
what is meant by “transactions that use the Devvio blockchain.”
            Please contact William Demarest at 202-551-3432 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Peter Seligson