SecProbe.io

CORRESP
1
filename1.htm

      Focus Impact Acquisition Corp.

      1345 Avenue of the Americas, 33rd Floor

    New York, NY 10105

    January 30, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Real Estate and Construction

      100 F Street, NE

      Washington, D.C. 20549

            Attention:

            William Demarest

            Isaac Esquivel

            Ronald E. Alper

            David Link

            Re:

            Focus Impact Acquisition Corp.

            Registration Statement on Form S-4

            Filed December 4, 2023

            File No. 333-275871

    Ladies and Gentlemen:

    This letter sets forth the response of Focus Impact Acquisition Corp. (the “Company”) to the comments of the staff of the Division of
      Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated
      December 31, 2023, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”).

    Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended
        Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Amended Registration Statement.

    Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.

    Registration Statement on Form S-4 filed December 4, 2023

    Cover Page

    1. Staff’s comment: On the cover page, please revise to quantify the interests in the business
        combination that the Sponsor, its affiliates, and FIAC's directors and officers have that may be different from, in addition to, or may conflict with the interests of FIAC public stockholders which may incentivize them to complete the business
        combination.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover page of the Amended Registration Statement accordingly.

    2. Staff’s comment: Please disclose here, and in your Questions and Answers, the amount raised in
        connection with your initial public offering, the number of shares redeemed in connection with your extensions and the remaining proceeds from the IPO and the sale of Private Warrants in the Trust Account as of the most recent practicable date.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and page 19 of the Amended Registration Statement accordingly.

    3. Staff’s comment: Please prominently disclose in appropriate locations, including here, that FIAC
        public stockholders will not know at the time of the vote the percentage of shares they will hold in the combined company.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and pages 38, 104 and 126 of the Amended Registration Statement accordingly.

    Frequently Used Terms, page 2

    4. Staff’s comment: Although we do not object to the inclusion of the glossary, please revise to ensure
        that your disclosures are in plain English and are clear without frequent reliance on defined terms or reference to other documents.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 2, 3, 4, 5 and 6 of the Amended Registration Statement accordingly.

    Questions and Answers

    What equity stake will current stockholders of FIAC…, page 12

    5. Staff’s comment: Please revise the table to include redemption levels of 25% and 75%. Please revise
        to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution,
        including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 13 and 14 of the Amended Registration Statement accordingly.

    6. Staff’s comment: Please revise your disclosure to include the effective underwriting fee on a
        percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution, or advise.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the underwriters in the Company’s initial public offering have waived any right to receive deferred underwriting
      fees, and, therefore, the Company has not updated the tables in the Amended Registration Statement to reflect the effective underwriting fee at different redemption levels.

    Are there any arrangements to help ensure that FIAC will have sufficient funds…, page 14

    7. Staff’s comment: We note that if a large number of shares are submitted for redemption FIAC may need
        to seek to arrange for third-party financing. Please revise to discuss potential third-party financing options and disclose the potential impact of the financing on the non-redeeming shareholders. Please also clarify whether you are currently in
        negotiations for or intend to enter into any third-party financing. We note that the DevvStream Fairness Opinion refers to FIAC intending to raise $30 million in a PIPE financing. In the appropriate locations in the registration statement, please
        revise your disclosure to address any potential third-party financing or advise us as appropriate.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 15, 16, 21, 79, 103 and 106 of the Amended Registration Statement accordingly.

    8. Staff’s comment: Please briefly address the total amount of transaction expenses incurred by FIAC.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 16 of the Amended Registration Statement accordingly.

    Why is FIAC providing stockholders with the opportunity…, page 14

    9. Staff’s comment: Please revise to disclose the business and other reasons FIAC has elected to
        provide stockholders the opportunity to have their common stock redeemed in connection with a stockholders vote.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 15 of the Amended Registration Statement accordingly.

    What interests do FIAC’s current officers and directors have in the Business Combination?, page 16

    10. Staff’s comment: Please quantify the aggregate dollar amount and describe the nature of what the
        sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting
        reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 18, 41, 42, 112 and 124 of the Amended Registration Statement accordingly.

    11. Staff’s comment: We note the disclosure that FIAC’s charter renounces its interest in any corporate
        opportunity in certain situations. Please address this potential conflict of interest and whether it impacted your search for an acquisition target.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 19, 43, 113 and 126 of the Amended Registration Statement accordingly.

    DevvStream, page 25

    12. Staff’s comment: Please revise the summary disclosure concerning DevvStream to highlight the going
        concern determination.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 29 of the Amended Registration Statement accordingly.

    13. Staff’s comment: We note your reference that DevvStream is using blockchain technology in its
        platform. Pease revise to clarify how the blockchain technology platform is being used and address if the blockchain technology is being used to create a record of the carbon credits. Also, supplementally tell us if DevvStream is using the
        blockchain technology to create a type of crypto asset or if it is being used to create a record of the carbon credits.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 29 and 213 of the Amended Registration Statement accordingly.

    Summary of the Proxy Statement/Prospectus, page 25

    14. Staff’s comment: Please revise to add disclosure about dilution to the FIAC public shareholders. Please disclose all
        possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination, here and elsewhere as appropriate. Provide disclosure of the impact of each significant
        source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 13, 14 and 103 of the Amended Registration Statement accordingly.

    15. Staff’s comment: Provide clear and quantified disclosure regarding whether the combined company's
        total outstanding shares may be sold into the market following the business combination.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 41 of the Amended Registration Statement accordingly.

    16. Staff’s comment: Please highlight material differences in the terms and price of securities issued
        at the time of the IPO as compared to private placements since the closing of the initial public offering or contemplated private placements. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in any private
        placements.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 19, 34, 42, 43, 113 and 125 of the Amended Registration Statement accordingly. In addition,
      the Company respectfully advises the Staff that, while the Company is pursuing additional financing, the exact terms of such securities are not yet available. The Company further advises the Staff that it will highlight any material differences as
      compared to the terms and price of securities issued at the time of the IPO in an amendment to the Registration Statement, should such financing become available.

    17. Staff’s comment: Quantify the value of warrants, based on recent trading prices, that may be
        retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 21 and 92 of the Amended Registration Statement accordingly.

    General Description of the Business Combination, page 26

    18. Staff’s comment: Please revise this section to explain the business combination in plain English

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 29 and 30 of the Amended Registration Statement accordingly.

    Registration Rights Agreement, page 30

    19. Staff’s comment: Please specify the number of securities FIAC, Sponsor, and certain existing
        holders of DevvStream will be able to sell pursuant to future resale registration statements that the combined company will be required to file. Highlight that certain investors may have an incentive to sell even if the trading price at that time
        is below the IPO price. Discuss the negative pressure potential sales of such securities could have on the trading price of the combined company.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 34, 124 and 241 of the Amended Registration Statement accordingly.

    It may be difficult for our stockholders to acquire jurisdiction…, page 70

    20. Staff’s comment: Please identify the directors and officers who reside outside of the United States
        and where they are located. Please add a separate section in the registration statement disclosing issues related to enforcement of civil liabilities.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 8, 77 and 268 of the Amended Registration Statement accordingly.

    FIAC’s stockholders can exercise redemption rights…, page 72

    21. Staff’s comment: We note that if a larger number of shares are submitted for redemption FIAC may
        need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account. Please revise to discuss potential third-party financing options, if any, and disclose the potential impact of those options on non-redeeming
        shareholders. Please also clarify whether you are currently in negotiations for or intend to enter into any third-party financing. We note your disclosure in the “Other Related Events in Connection with the Business Combination” section, on page
        45, that the DevvStream management team is negotiating a PIPE financing to support the combined company at closing.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 21, 79, 103 and 106 of the Amended Registration Statement accordingly.

    Risks Related to FIAC and the Business Combination, page 72

    22. Staff’s comment: Please include a risk factor discussing the October 16, 2023 NASDAQ notice
        disclosed on page F-23.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 99 of the Amended Registration Statement to include additional risk factor language
      accordingly.

    Risks Related to Redemption

    The Sponsor, directors or officers or their affiliates may enter into certain non-redemption arrangements with public stockholders, page 99

    23. Staff’s comment: We note disclosure in your risk factor that your sponsor, officers, directors and
        affiliates may enter into certain non-redemption arrangements with public stockholders for the purpose of voting those shares in favor of a proposed business combination, thereby increasing the likelihood of the completion of the combination.
        Please explain how such purchases would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 106 and 107 of the Amended Registration Statement accordingly.

    24. Staff’s comment: Please advise us whether any of these agreements provide investors with the right
        to s