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        Focus Impact BH3 NewCo, Inc.

        1345 Avenue of the Americas, 33rd Floor

        New York, NY 10105

          July 30, 2024

          VIA EDGAR

          Securities and Exchange Commission

            Division of Corporation Finance

          Office of Manufacturing

          100 F Street, N.E.

          Washington, D.C. 20549

          Attention: Julie Sherman, Michael Fay, Juan Grana and Jane Park

                  Re:

                  Focus Impact BH3 NewCo, Inc

                  Draft Registration Statement on Form S-4

                  Submitted April 29, 2024

                  CIK No. 0002019793

          Ladies and Gentlemen:

          This letter sets forth the responses of Focus Impact BH3 NewCo, Inc (the “Company”) to the
            comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated May 28, 2024 with respect to the
            above-referenced Draft Registration Statement on Form S-4 (the “Draft Registration Statement”).

          The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the
            numbers in the Staff’s letter. For your convenience, we have also set forth our response to each of the numbered comments immediately below each numbered comment.

          In addition, the Company has revised the Draft Registration Statement in response to the Staff’s comments, and the Company is concurrently publicly
            filing a revised Registration Statement (the “Registration Statement”) with this letter, which reflects these revisions and certain other changes. Page numbers in the text of the
            Company’s responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

          Draft Registration Statement on Form S-4

          Cover Page

                    1.

                    Staff’s comment: We note your disclosure that pursuant to the business combination, (a) each share of Focus Impact’s Class A common stock outstanding immediately prior to
                      the effectiveness of the NewCo Merger will be converted into the right to receive one share of NewCo’s Class A common stock, (b) each share of Focus Impact’s Class B common stock outstanding immediately prior to the effectiveness of
                      the NewCo Merger will be converted into the right to receive one share of NewCo Class A Common Stock, and (c) each warrant of Focus Impact outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into
                      the right to receive one warrant of NewCo. We also note that each share of common stock of XCF outstanding immediately prior to the effectiveness of the Company Merger will be converted into the right to receive shares of NewCo Class
                      A Common Stock. Please revise your cover page to disclose the total outstanding Focus Impact shares of Class A and Class B common stock and warrants and XCF shares of common stock as of a recently practicable date. Please also
                      disclose the number of NewCo Class A common stock and warrants that such shares would convert to as of a recently practicable date.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Registration
            Statement.

                    2.

                    Staff’s comment: Please revise your cover page to discuss the terms of the PIPE financing, including whether your sponsor and/or affiliates intend to participate in the
                      financing.

          Response: The Company respectfully acknowledges the Staff’s comment and confirms that once a PIPE Financing is identified and definitive
            agreements with investors have been executed, the Company will include disclosure to discuss the terms of the PIPE Financing and whether our Sponsor and/or affiliates intend to participate in such PIPE Financing.

                    3.

                    Staff’s comment: Please revise the prospectus cover page to disclose the expected ownership percentages of the combined company of the Focus Impact public stockholders,
                      the Sponsor, the Anchor Investors, XCF stockholders, and PIPE Investors. To the extent applicable, disclose the total expected ownership of the Sponsor and its affiliates following the transaction inclusive of any investments the
                      Sponsor plans to make through the financing transactions, such as the PIPE investment. Please also revise your cover page to disclose the date by which you must complete the business combination or liquidate.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2-5 of the Registration
            Statement.

                    4.

                    Staff’s comment: We note that the proxy statement / prospectus is asking Focus Impact stockholders to consider and vote on two proposals: the business combination proposal
                      and the adjournment proposal. Please advise why you are not seeking stockholder approval on NewCo’s Amended and Restated Certificate of Incorporation and Bylaws. Please also revise your cover page disclosure and your notice to
                      stockholders to prominently disclose that stockholders did not approve the charter and bylaws which will govern the post-business combination company.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 1 of the
            notice to stockholders in the Registration Statement to disclose that stockholders did not approve the NewCo Charter and NewCo Bylaws. The NewCo Charter and Bylaws will be approved by the stockholders of NewCo prior to the closing of the
            Business Combination.

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                    5.

                    Staff’s comment: We note your disclosure that your “former Sponsor, Sponsor, and directors and officers have agreed to vote any shares of Focus Impact Common Stock owned
                      by them in favor of the Business Combination, including their shares of Focus Impact Class B Common Stock and any Public Shares purchased”. Please revise your disclosure in your notice to stockholders to state whether any compensation
                      was paid to these parties in exchange for their entry in the Sponsor Letter Agreement.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 3 of the notice to
            stockholders in the Registration Statement.

          Market Industry and Data, page 4

                    6.

                    Staff’s comment: We note your statement that investors should not give “undue weight” on estimates and information from third-party sources included in the prospectus.
                      Please revise this statement to remove any implication that investors are not entitled to rely on disclosure in your registration statement.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 5 of the Registration
            Statement.

          Questions and Answers, page 5

                    7.

                    Staff’s comment: Please highlight the material risks to public warrant holders, including those arising from differences between private and public warrants. Clarify
                      whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners,
                      regarding when the warrants become eligible for redemption.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 15 and 16 of the Registration
            Statement.

                    8.

                    Staff’s comment: Please revise to disclose the effective underwriting fees to be paid to the underwriters of Crixus BH3’s IPO on a percentage basis for shares at each
                      redemption level presented in your sensitivity analysis related to dilution.

          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 Registration Statement to reflect the effective underwriting fee at different redemption levels.

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          Q. What are some of the positive and negative factors that Focus Impact’s board of directors considered when determining to enter ..., page 7

                    9.

                    Staff’s comment: We note your disclosure here and elsewhere in the registration statement relating to the total addressable market of SAF and the renewable fuel industry.
                      Please revise your disclosure to provide the factual support, material assumptions, and sources for each of the following statements:

                    •

                    “The aviation industry’s share of global energy-related carbon emissions has been growing faster than any other mode of transportation and has more than doubled between 1990 and 2020. According to some estimates, the global SAF
                      market is expected to reach approximately $20.0 billion in size by 2030. The number of flights operated on SAF and the volume of SAF forward purchases were estimated to be 500 and $2.5 billion, respectively, in 2016 and are expected
                      to grow to 1 million and $330 billion, respectively, by 2025” on page 7;

                    •

                    “Focus Impact management team anticipates that XCF’s near term expansion pipeline represents an opportunity to generate more than $300 million in EBITDA within 3 years” on page 8;

                    •

                    “Up to 80% lower emissions than traditional jet fuel” in the graphic on page 138;

                    •

                    “Specifically, the aviation industry, which accounted for 2% of global energy-related CO2 emissions in 2022, is making progress to reduce emissions” on page 138;

                    •

                    Disclosure relating to feedstock resources on page 144;

                    •

                    “In 2022, petroleum products accounted for approximately 90% of total U.S. transportation sector energy use. Biofuels contributed approximately 6%, most of which were blended with petroleum fuels (gasoline, diesel fuel, and jet
                      fuel). Gasoline, accounting for 52% of transportation energy use, is the dominant transportation fuel in the United States, followed by distillate fuels (mostly diesel fuel) at 23% and jet fuel at 12%” on page 146; and

                    •

                    Estimates relating to the SAF industry on page 148.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8, 9, 134, 170, 171, 172,
            178, 180 and 181-182 of the Registration Statement.

                    10.

                    Staff’s comment: Please revise to expand your disclosure here and elsewhere in your prospectus regarding the due diligence, presentations, metrics and/or projections
                      examined by Focus Impact’s board of directors. In particular, we note your disclosure on page 8 that “[a]s noted in a presentation submitted by the Focus Impact management team to Focus Impact’s board of directors, the average
                      multiple of revenue and EBITDA projected for comparable companies in 2025 is 1.63x and 8.02x, respectively, whereas the multiple of revenue and EBITDA projected for XCF in 2025 at the implied transaction value is 3.48x and 6.77x,
                      respectively.” Please revise to discuss the material findings of this presentation and the underlying assumptions relied upon by the Focus Impact management team in calculating these metrics. Please also ensure that your disclosure
                      throughout the prospectus explains how, and to what extent, the board considered this and other materials in recommending that stockholders approve the business combination.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9-10 and 135 of the
            Registration Statement.

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                    11.

                    Staff’s comment: Please balance your disclosure by discussing the variety of uncertainties, risks and other potentially negative factors relevant to the business
                      combination considered by Focus Impact’s board of directors and explain, where appropriate, how each factor was considered by the board in determining whether to approve the business combination.

          Response: The Company respectfully acknowledges the Staff’s comment and directs the Staff to the disclosure on pages 11-12 of the
            Registration Statement.

          Q: Do I have redemption rights?, page 11

                    12.

                    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 has revised the disclosure on pages 13 of the Registration
            Statement.

          Q. What shall be the relative equity stakes of the Public Stockholders and the XCF security holders in NewCo upon completion ..., page 14

                    13.

                    Staff’s comment: We note your disclosure in footnote (6) that the public stockholder shares of common stock under each redemption scenario exclude 11,500,000 BHAC
                      warrants as the warrants are not expected to be in the money at closing and includes 389,359 shares of common stock to be transferred by the sponsor to public shareholders pursuant to certain non-redemption agreements. Please revise
                      to provide additional detail regarding the transfer of the 389,359 shares of common stock. Please also revise the tabular disclosure to show the potential impact of redemptions on the per share value of shares owned by non-redeeming
                      stockholders at each redemption level.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 17 through 19 of the
            Registration Statement.

          Q. What interests do the Sponsor and Focus Impact’s current officers and directors have in the Business Combination?, page 17

                    14.

                    Staff’s comment: We note your disclosure that “[b]ased on the difference in the purchase price of $0.004 that the Sponsor paid for the Sponsor Shares, as compared to the
                      purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of NewCo after the Closing falls below the price initially paid for the Units in the IPO and the Public
                      Stockholders experience a negative rate of return following the Closing”. Please revise to disclose the rate of return per share that the sponsor would earn as of a recently