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Correspondence 0001140361-24-044101 from DevvStream Corp. (DEVS)

DevvStream Corp.
Date: Oct. 24, 2024 · CIK: 0001854480 · Accession: 0001140361-24-044101

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File numbers found in text: 001-40977

Date
October 24, 2024
Author
/s/ Carl Stanton
Form
CORRESP
Company
DevvStream Corp.

Letter

Focus Impact Acquisition Corp.

1345 Avenue of the Americas, 33rd Floor

New York, NY 10105

October 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Benjamin Holt and Dorrie Yale

Re:

Focus Impact Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed October 21, 2024

File No. 001-40977

Ladies and Gentlemen:

On behalf of our client, Focus Impact Acquisition Corp. (the “Registrant”), we set forth below the Registrant’s response to the letter, dated October 24, 2024, containing a comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)

with respect to the above referenced Preliminary Proxy Statement on Schedule 14A filed by the Registrant on October 21, 2024 (the “Preliminary Proxy Statement”).

In order to facilitate your review, we have restated the Staff’s comment in this letter, and we have set forth the Registrant’s response immediately below the Staff’s comment.

In addition, the Registrant has revised the Preliminary Proxy Statement in response to the Staff’s comment and is, concurrently with the submission of this letter, publicly filing an amended version of the Preliminary Proxy Statement (the “Amendment”), which reflects the revisions described in the Registrant’s response below.

Preliminary Proxy Statement on Schedule 14A

General

1.

Staff’s Comment: We acknowledge your revised disclosures in response to prior comment 2, and note your statement that the Outside Date "may" be amended on or prior to October 31, 2024. Please further revise your disclosure to clarify whether the target company and you are actively negotiating to extend such date.

Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure throughout the Amendment.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Peter Seligson (by telephone at (212) 446-4756 or by email at peter.seligson@kirkland.com) or Mathieu Kohmann (by telephone at (212) 390-4510 or by email at mathieu.kohmann@kirkland.com) of Kirkland & Ellis LLP.

[Signature Page Follows]

Sincerely,
FOCUS IMPACT ACQUISITION CORP

Show Raw Text
CORRESP
1
filename1.htm

    Focus Impact Acquisition Corp.

  1345 Avenue of the Americas, 33rd Floor

  New York, NY 10105

  October 24, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Real Estate & Construction

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Benjamin Holt and Dorrie Yale

              Re:

                Focus Impact Acquisition Corp.

              Preliminary Proxy Statement on Schedule 14A

              Filed October 21, 2024

                File No. 001-40977

  Ladies and Gentlemen:

  On behalf of our client, Focus Impact Acquisition Corp. (the “Registrant”), we set forth below the Registrant’s response to the letter,
    dated October 24, 2024, containing a comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)

    with respect to the above referenced Preliminary Proxy Statement on Schedule 14A filed by the Registrant on October 21, 2024 (the “Preliminary Proxy Statement”).

  In order to facilitate your review, we have restated the Staff’s comment in this letter, and we have set forth the Registrant’s response immediately below the Staff’s comment.

  In addition, the Registrant has revised the Preliminary Proxy Statement in response to the Staff’s comment and is, concurrently with the submission of this letter, publicly filing
    an amended version of the Preliminary Proxy Statement (the “Amendment”), which reflects the revisions described in the Registrant’s response below.

  Preliminary Proxy Statement on Schedule 14A

  General

          1.

               Staff’s Comment: We acknowledge your revised disclosures in response to prior comment 2, and note your statement that the Outside Date "may" be amended on or prior to October
                31, 2024. Please further revise your disclosure to clarify whether the target company and you are actively negotiating to extend such date.

            Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure throughout the Amendment.

  We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Peter Seligson (by telephone at (212)
    446-4756 or by email at peter.seligson@kirkland.com) or Mathieu Kohmann (by telephone at (212) 390-4510 or by email at mathieu.kohmann@kirkland.com) of Kirkland & Ellis LLP.

  [Signature Page Follows]

          Sincerely,

          FOCUS IMPACT ACQUISITION CORP

          /s/ Carl Stanton

          Name:

           Carl Stanton

          Title:

          Chief Executive Officer

  Via E-mail:

              cc:

                Peter Seligson

              Mathieu Kohmann

              Kirkland & Ellis LLP