SecProbe.io

CORRESP
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 2108 N St., Suite 4254
 Sacramento, California 95816

 July 8, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, N.E.
 Washington, D.C. 20549-3628

 Attn: Pearlyne Paulemon, Division of Corporation Finance, Office of Real Estate & Construction

 Re:

 DevvStream Corp. (the “Company”)

 Registration Statement on Form S-1

 File No. 333-286070

 Request for Acceleration

 Dear Ms. Paulemon:

 In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above referenced Registration Statement on Form
 S-1 be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on July 10, 2025 or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please confirm that event with our counsel, Julio Esquivel, of Shumaker, Loop & Kendrick, LLP, at (813) 227-2325.

 Very truly yours,

 By:

 /s/ Sunny Trinh

 Name:   Sunny Trinh

 Title:     Chief Executive Officer

 cc: Julio C. Esquivel, Shumaker, Loop & Kendrick, LLP

CORRESP
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 2108 N St., Suite 4254
 Sacramento, California 95816

 June 27, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, N.E.
 Washington, D.C. 20549-3628

 Attn: Pearlyne Paulemon, Division of Corporation Finance, Office of Real Estate & Construction

 Re:

 DevvStream Corp. (the “Company”)

 Registration Statement on Form S-1

 File No. 333-286070

 Withdrawal of Acceleration Request

 Dear Ms. Paulemon:

 Reference is made to our letter, filed as correspondence via EDGAR on June 25, 2025, in which the undersigned registrant, DevvStream Corp. requested acceleration of the effectiveness of the above
 referenced Registration Statement on Form S-1 (the “ Registration Statement ”)  at 4:30 p.m., Eastern Time, on June 27, 2025, or as soon thereafter as practicable (the “ Effective Time ”), in accordance with Rule 460 under the Securities
 Act of 1933, as amended.

 The Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date
 until further notice from the Company.

 If there are any questions, please contact our counsel, Julio Esquivel, of Shumaker, Loop & Kendrick, LLP, at (813) 227-2325.

 Very truly yours,

 By:

 /s/ Sunny Trinh

 Name:

 Sunny Trinh

 Title:

 Chief Executive Officer

 cc: Julio C. Esquivel, Shumaker, Loop & Kendrick, LLP

CORRESP
 1
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 2108 N St., Suite 4254
 Sacramento, California 95816

 June 25, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, N.E.
 Washington, D.C. 20549-3628

 Attn: Pearlyne Paulemon, Division of Corporation Finance, Office of Real Estate & Construction

 Re:

 DevvStream Corp. (the “Company”)
 Registration Statement on Form S-1
 File No. 333-286070
 Request for Acceleration

 Dear Ms. Paulemon:

 In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above referenced Registration Statement on Form
 S-1 be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on June 27, 2025 or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please confirm that event with our counsel, Julio Esquivel, of Shumaker, Loop & Kendrick, LLP, at (813) 227-2325.

 Very truly yours,

 By:

 /s/ Sunny Trinh

 Name:

 Sunny Trinh

 Title:

 Chief Executive Officer

 cc: Julio C. Esquivel, Shumaker, Loop & Kendrick, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Sunny Trinh
Chief Executive Officer
DevvStream Corp.
2108 N St., Suite 4254
Sacramento, CA 95816

 Re: DevvStream Corp.
 Registration Statement on Form S-1
 Filed March 25, 2025
 File No. 333-286070
Dear Sunny Trinh:

 Our initial review of your registration statement indicates that it
fails in numerous
material respects to comply with the requirements of the Securities Act of
1933, the rules and
regulations thereunder and the requirements of the form. More specifically, it
appears
that the financial statements in your registration statement do not comply with
the
updating requirements of Rule 8-08 of Regulation S-X.

 We will provide more detailed comments relating to your registration
statement
following our review of a substantive amendment that addresses these
deficiencies.

 Please contact Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Julio C. Esquivel
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Sunny Trinh
Chief Executive Officer
DevvStream Corp.
2108 N St., Suite 4254
Sacramento, CA 95816

 Re: DevvStream Corp.
 Registration Statement on Form S-1
 Filed March 12, 2025
 File No. 333-285728
Dear Sunny Trinh:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Julio C. Esquivel, Esq.
</TEXT>
</DOCUMENT>

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 2108 N St., Suite 4254
 Sacramento, California 95816

 March 14, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, N.E.
 Washington, D.C. 20549-3628

 Attn: Benjamin Holt, Division of Corporation Finance, Office of Real Estate & Construction

 Re:

 DevvStream Corp. (the “Company”)

 Registration Statement on Form S-1

 File No. 333-285728

 Request for Acceleration

 Dear Sir:

 In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above referenced Registration Statement on Form
 S-1 be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on March 14, 2025 or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please confirm that event with our counsel, Julio Esquivel, of Shumaker, Loop & Kendrick, LLP, at (813) 227-2325.

 Very truly yours,

 By:

 /s/David Goertz

 Name:

 David Goertz

 Title:

 Chief Financial Officer

 cc: Julio C. Esquivel, Shumaker, Loop & Kendrick, LLP

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    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

October 24, 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.
Preliminary Proxy Statement on Schedule 14A
Filed October 15, 2024
File No. 001-40977
Dear Carl Stanton:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Peter Seligson, P.C.

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    Focus Impact Acquisition Corp.

  1345 Avenue of the Americas, 33rd Floor

  New York, NY 10105

  October 21, 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 15, 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 18, 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 15, 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. The page numbers in the text of the Registrant’s response
    included below correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

  Preliminary Proxy Statement on Schedule 14A

  Risk Factors

  If the Extension Amendment Proposal is approved and the Charter Extension is implemented . . ., page 5

          1.

               Staff’s Comment: We note that you are seeking to extend your termination date to May 1, 2025, a date which is 42 months from your initial public offering, and your disclosures
                that you "may" be delisted from Nasdaq if you do not complete a business combination by November 1, 2024, and that you may be given additional time if you timely request a a hearing before Nasdaq. We also note that Nasdaq Rule 5815 was
                amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
                combinations within 36 months of the date of effectiveness of the SPAC's IPO registration statement. Please revise, including in your risk factor header as appropriate, to state that your securities will face immediate suspension and
                delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on October 27, 2024. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq
                may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also disclose the consequences of any such suspension or delisting, including that you may no longer be attractive as a
                merger partner if you are no longer listed on an exchange, any potential impact on your ability to complete your proposed initial business combination, and any impact on securities holders due to your securities no longer being considered
                “covered securities.”

            Response: The Registrant acknowledges the Staff’s comment and has revised the risk factor in the Amendment on page 5.

  Proposal No. 1 - The Extension Amendment Proposal, page 25

          2.

            Staff’s Comment: We refer to your disclosure in the Form 8-K filed on August 12, 2024 that you had amended the merger agreement with DevvStream Holdings Inc. to extend the outside
              date to October 31, 2024, a date which is prior to your current termination date. Please revise your disclosures here and elsewhere as appropriate to discuss this fact and to explain how this outside date relates to your statement here and
              elsewhere that without the charter extension, you believe that you may not be able to complete the business combination in sufficient time before the current termination date.

              Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 27 and
                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

October 18, 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.
Preliminary Proxy Statement on Schedule 14A
Filed October 15, 2024
File No. 001-40977
Dear Carl Stanton:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors
If the Extension Amendment Proposal is approved and the Charter Extension is implemented
. . ., page 5
We note that you are seeking to extend your termination date to May 1, 2025, a date
which is 42 months from your initial public offering, and your disclosures that you
"may" be delisted from Nasdaq if you do not complete a business combination by
November 1, 2024, and that you may be given additional time if you timely request a
a hearing before Nasdaq. We also note that Nasdaq Rule 5815 was amended effective
October 7, 2024 to provide for the immediate suspension and delisting upon issuance
of a delisting determination letter for failure to meet the requirement in Nasdaq Rule
IM 5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of the SPAC's IPO registration statement. Please revise,
including in your risk factor header as appropriate, to state that your securities will
face immediate suspension and delisting action once you receive a delisting
determination letter from Nasdaq after the 36-month window ends on October 27,
2024. Please disclose the risks of non-compliance with this rule, including that under 1.

October 18, 2024
Page 2
the new framework, Nasdaq may only reverse the determination if it finds it made a
factual error applying the applicable rule. In addition, please also disclose the
consequences of any such suspension or delisting, including that you may no longer
be attractive as a merger partner if you are no longer listed on an exchange, any
potential impact on your ability to complete your proposed initial business
combination, and any impact on securities holders due to your securities no longer
being considered “covered securities.”
Proposal No. 1 - The Extension Amendment Proposal, page 25
2.We refer to your disclosure in the Form 8-K filed on August 12, 2024 that you had
amended the merger agreement with DevvStream Holdings Inc. to extend the outside
date to October 31, 2024, a date which is prior to your current termination date. Please
revise your disclosures here and elsewhere as appropriate to discuss this fact and to
explain how this outside date relates to your statement here and elsewhere that
without the charter extension, you believe that you may not be able to complete the
business combination in sufficient time before the current termination date.
            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.
            Please contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Peter Seligson, P.C.

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    Focus Impact Acquisition Corp.

    1345 Avenue of the Americas, 33rd Floor

    New York, NY 10105

    July 26, 2024

    VIA EDGAR

          Attention:

            William Demarest

              Isaac Esquivel

              Ronald E. Alper

              David Link

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, N.E.

    Washington, D.C. 20549

          Re:

            Focus Impact Acquisition Corp.

              Registration Statement on Form S-4, as amended

              File No. 333-275871

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Focus Impact Acquisition Corp. (the “Company”) hereby requests acceleration of the effective
      date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on July 30, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that
      such Registration Statement be declared effective.

    The Company hereby authorizes Peter Seligson of Kirkland & Ellis LLP to orally modify or withdraw this request for acceleration.

    Please contact Peter Seligson of Kirkland & Ellis LLP special counsel to the Company, at (212) 446-4756, as soon as the Registration Statement has been declared effective, or if you have any other questions or
      concerns regarding this matter.

            Sincerely,

            FOCUS IMPACT ACQUISITION CORP.

            /s/ Carl Stanton

            Name: Carl Stanton

            Title: Chief Executive Officer

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    Focus Impact Acquisition Corp.

      1345 Avenue of the Americas, 33rd Floor

    New York, NY 10105

    July 10, 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 June 7, 2024

            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 June
      20, 2024, 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. 5 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.

    Amendment No. 4 to Registration Statement on Form S-4 filed June 7, 2024

    Information about DevvStream

    Devvio Agreement, page 233

    1. Staff’s comment: We note your response to prior comment 4 and reissue our comment in its entirety.          Please tell us:

    • 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.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has further reviewed its related party disclosure in the Registration Statement and has determined
      that such disclosure is fulsome, accurate and, for purposes of the financial statements, prepared in accordance with ASC 850-10-50.

    The Company also advises the Staff of the following, for purposes of clarifying the relationships between the entities and individuals mentioned in the Staff’s comment:

    Ray Quintana serves as a director of DevvStream and is the Chief Executive Officer of the Forevver Association (“Forevver”) and Envviron SAS (“Envviron”). DevvStream has no other connection to
      Forevver and has not engaged in any transactions with this entity. Mr. Quintana is also a principal owner in Devvio, Inc. (“Devvio”).

    DevvStream issued a $250,000 convertible note to Envviron in exchange for proceeds of $250,000 on April 23, 2024, which convertible note remains outstanding. Further, on November 21, 2023, DevvStream
      entered into a letter of intent with Envviron with respect to further developing the ESG ecosystem on blockchain. After the signing of the letter of intent, neither party took any further actions with respect to the matters contemplated by the letter
      of intent. The letter of intent was ultimately terminated on April 16, 2024.

    Tom Anderson serves as the Chairman of DevvStream’s board of directors, and is the Chief Executive Officer and a principal owner of Devvio.

    Destenie Nock serves as DevvStream’s Chief Sustainability Officer and serves as the Director of Data and Analytics at Devvio.

    The Company does not have any “principal interest” (as such term is used in ASC 850) in Devvio, Forevver or Envviron, Ms. Nock is not an officer of Devvio.

    Other than as disclosed in the Registration Statement and as discussed above, there are no further relationships among directors and management of DevvStream and the entities and individuals
      mentioned in the Staff’s comment.

    2. Staff’s comment: We note your response to prior comment 5. Our
        understanding is that a platform token is used to facilitate transactions and interactions within a specific blockchain-based platform and that such tokens are created and distributed by the developers of the ecosystem and can be used to access
        various decentralized services, features, and resources within the platform’s ecosystem. Please reconcile the statement, “no shard requires the use of DevvE” with the April 9, 2024 statement by DevvE that indicates that DevvE is the only platform
        token for the DevvX Layer 1 blockchain.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that no platform token is used to facilitate transactions and interactions within the DevvX blockchain. Although it is
      common for providers in the Blockchain space to use platform tokens to facilitate transactions (for example, in the way that Ethereum uses ETH to pay for fees (referred to in that situation as gas)), DevvX runs on a different model and does not use a
      concept of “gas”. DevvX is comprised of what Devvio refers to as “shards,” with each shard maintaining its own blockchain. Any given customer of Devvio will utilize a shard for such customer’s application, in a Software-as-a-Service model similar to
      Amazon’s AWS services. When a customer uses a DevvX shard, the customer pays Devvio in cash with US Dollars. There are no shards that utilize DevvE or any other cryptocurrency to facilitate transactions. Forevver’s statement that DevvE is the only
      platform token for DevvX refers to its commitment that it will not issue any other tokens itself in the future. Currently, however, Forevver is not maintaining DevvE on a DevvX shard, nor are there any specific plans to do so, and Forevver is only
      utilizing DevvE as an ERC-20 token on the Ethereum network. Any potential business plans that Forevver might evaluate in the future are unrelated to DevvStream and its business.

    We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Peter Seligson, P.C. of Kirkland & Ellis LLP at (212) 446-4756
      with any questions or further comments regarding the responses to the Staff’s comments.

            Sincerely,

            FOCUS IMPACT ACQUISITION CORP.

            By:

          /s/ Carl Stanton

            Name:

            Carl Stanton

            Title:

            Chief Executive Officer

    Enclosures

            cc:

            Peter Seligson, P.C. (Kirkland & Ellis LLP)

              Justin R. Salon (Morrison & Foerster LLP)

              Simon Romano (Stikeman Elliott LLP)

United States securities and exchange commission logo
June 20, 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. 4 to Registration Statement on Form S-4
Filed June 7, 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 June 3, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed June 7, 2024
Information about DevvStream
Devvio Agreement, page 233
1.We note your response to prior comment 4 and reissue our comment in its entirety.  Please
tell us:
•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.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 June 20, 2024 Page 2
 FirstName LastName
Carl Stanton
Focus Impact Acquisition Corp.
June 20, 2024
Page 2
2.We note your response to prior comment 5.  Our understanding is that a platform token
is used to facilitate transactions and interactions within a specific blockchain-based
platform and that such tokens are created and distributed by the developers of the
ecosystem and can be used to access various decentralized services, features, and
resources within the platform’s ecosystem.  Please reconcile the statement, "no shard
requires the use of DevvE" with the April 9, 2024 statement by DevvE that indicates that
DevvE is the only platform token for the DevvX Layer 1 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 Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Peter Seligson

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    Focus Impact Acquisition Corp.

    1345 Avenue of the Americas, 33rd Floor

    New York, NY 10105

    June 7, 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 May 3, 2024

            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 June
      3, 2024, 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. 4 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.

    Amendment No. 3 to Registration Statement on Form S-4 filed May 3, 2024

    Information about DevvStream, page 222

    1. Staff’s comment: 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.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the statement is based on Devvio’s internal analysis, and it has removed the relevant disclosure from the Amended
      Registration Statement.

    Devvio Blockchain, page 227

    2. Staff’s comment: 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.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 228 of the Amended Registration Statement accordingly.

    Devvio Agreement, page 232

    3. Staff’s comment: We note from your response to comment 2 that Devvio is expected to hold a minority 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.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 68, 70, 266-268 and 279 of the Amended Registration Statement accordingly.

    Information about DevvStream

    Devvio Agreement, page 232

    4. Staff’s comment: 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.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 279 and 280 of the Amended Registration Statement accordingly. The Company respectfully
      advises the Staff that the Company has determined that the related party disclosure in the Amended Registration Statement complies with the requirements of Item 404 of Regulation S-K.

    5. Staff’s comment: 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.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the DevvX blockchain is different than most blockchains, in that any application of the DevvX blockchain utilizes
      its own shard. Each shard maintains its own separate blockchain. A DevvX shard can therefore be thought of as a separate blockchain, and DevvX can therefore be thought of as a collection of blockchains rather than a single blockchain. No shard
      requires the use of DevvE. DevvStream will use its own shard to track data, and that shard will have its own blockchain. DevvStream’s shard and related blockchain will not interact with any other shard or blockchain on which DevvE is tracked.

    6. Staff’s comment: 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.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that Devvstream will be monetizing carbon credits. DevvStream’s role is to take projects that are eligible for carbon
      credits through the entire process of registering, certifying, validating, and verifying the projects in order to generate the credits. DevvStream will also manage the process of monetizing the credits by selling them directly to organizations that
      need them or on various carbon credit exchanges. The role of the blockchain is to store and manage the data used to generate the carbon credits. There is no monetization of the blockchain whatsoever.

    7. Staff’s comment: 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, when making this statement.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it considered Mr. Quintana’s position as CEO and President of the Forevver Association, and the expectation that
      he will serve as a Director of New PubCo, when making the statement that DevvStream does not have a relationship with the DevvE token. The Company believes that Mr. Quintana’s anticipated service as a Director of New PubCo, in his personal capacity,
      will be separate from his position as CEO and President of the Forevver Association, and such simultaneous service does not suggest that there is a relationship between DevvStream and the Forevver Association or the DevvE token. Mr. Quintana does not
      currently serve on the DevvStream Board as a representative of the Forevver Association, nor is he expected to serve on the New PubCo Board as a representative of the Forevver Association.

    As the Company previously stated, neither DevvStream nor Devvio are involved in the issuance, sale or trading of the DevvE token, the Forevver Association is a Swiss entity with separate ownership
      from both DevvStream and Devvio, and neither Devvio nor DevvStream control, or are under common control with, the Forevver Association.

    8. Staff’s comment: 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.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the reference to ESG assets was intended solely to include carbon credits, and the Company is not referring to
      more than carbon credits when referencing ESG assets.

    9. Staff’s comment: 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.”

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that “transactions that use the Devvio blockchain” only refers to transactions recorded on separate registries, to the
      extent that the assets tracked on those separate registries have associated data used to generate the carbon credits and are tracked on the DevvStream DevvX shard. The transactions themselves are not tracked on DevvX.

    We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Peter Seligson, P.C. of Kirkland & Ellis LLP at (212) 446-4756
      with any questions or further comments regarding the responses to the Staff’s comments.

            Sincerely,

            FOCUS IMPACT ACQUISITION CORP.

            By:

            /s/ Carl Stanton

            Name:

            Carl Stanton

            Title:

            Chief Executive Officer

    Enclosures

            cc:

            Peter Seligson, P.C. (Kirkland & Ellis LLP)
              Justin R. Salon (Morrison & Foerster LLP)
                Simon Romano (Stikeman Elliott LLP)

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

CORRESP
1
filename1.htm

    Focus Impact Acquisition Corp.

    1345 Avenue of the Americas, 33rd Floor

    New York, NY 10105

    May 2, 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 March 11, 2024

            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 March
      25, 2024, 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. 3 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.

    Amendment No. 2 to Registration Statement on Form S-4 filed March 11, 2024

    Following the Closing of the Business Combination, FIAC will not have any right to make damage claims against DevvStream, page 96

    1. Staff’s comment: We note your response to comment 2, however we do not see the noted revision. Please revise your disclosure as
      applicable.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 97 of the Amended Registration Statement accordingly.

    Information about DevvStream

    Devvio Agreement, page 223

    2. Staff’s comment: We note that Devvio is a “Core Company Security Holder” of DevvStream by virtue of
        holding 100% of the multiple voting shares and will be a significant holder of the Combined Company. Please clarify how significant Devvio’s ownership of the combined company will be as well as their degree of influence (e.g., percentage of voting
        shares they will hold, how many seats on the board, etc.).

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in connection with the Business Combination, the DevvStream multiple voting shares will be automatically exchanged for a number of
      common shares of the combined company equal to the Per Common Share Amalgamation Consideration, which common shares will vote on a one-to-one basis with the other common shares of the combined company. In addition, the Company has amended its
      disclosure on pages 266-267 of the Amended Registration Statement to clarify the anticipated beneficial ownership of Devvio in the combined company after the Business Combination, and will include, once determinable, the percentage of outstanding
      common shares Devvio will hold in the combined company immediately following the closing of the Business Combination, which is expected to be a minority ownership percentage.

      As disclosed in the Registration Statement, Tom Anderson, one of DevvStream’s directors, is anticipated to serve on the board of directors of the combined company. Mr. Anderson’s anticipated
        nomination to the board of directors of the combined company will be pursuant to the terms of the Business Combination Agreement, and not pursuant to any separate arrangement with Devvio.

    3. Staff’s comment: Considering the related party relationship between Devvio and DevvStream and the
        fact that Devvio will be a significant holder of (and presumably with significant influence over) the combined company, please revise to include disclosure about Devvio’s business plans, specifically those surrounding the DevvE token. Also, clarify
        whether Devvio is the issuer of the token or if it is another party, and explain DevvStream’s role in the development of the token.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 67, 227 and 228 of the Amended Registration Statement to include disclosure regarding Devvio’s
      business.

    The Forevver Association is the issuer of the DevvE token and is managing the trading of the token on offshore (non-US) marketplaces as well as business development activities around the DevvE token. Neither the
      Company no Devvio are involved in the issuance, sale or trading of the DevvE token.

    DevvStream does not assert control or have management authority over the Forevver Association, nor has DevvStream participated in the development, issuance or trading of the
      DevvE token. DevvStream’s business is not dependent upon or related to the DevvE tokens or their issuance or trading in any way.

    4. Staff’s comment: We note that the website for DevvE, devve.io, indicates that DevvStream is a
        strategic partner of DevvE, discusses a DevvExchange, and that DevvE is spearheaded by the Forevver Association. Please revise your disclosure to describe in detail the relationships between DevvStream, DevvE, the Forevver Association, the
        DevvExchange, and Devvio.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 270 and 279 of the Amended Registration Statement to describe in detail the relationships
      between DevvStream, Devvio and the Forevver Association. The Company respectfully advises the Staff that the biographical disclosure for Messrs. Sunny Trinh, Tom Anderson and Ray Quintana, as amended, as well as the disclosures in the Amended
      Registration Statement, particularly on pages 67, 227 - 228, 232 - 234, 237, 244 and 279 - 280, detail the material relationships between the entities to the extent such relationships relate to DevvStream.

    DevvStream does not have a relationship with the DevvE token, which is issued and managed by the Forevver Association. The Forevver Association is a Swiss entity with separate ownership from both DevvStream and Devvio.
      Neither Devvio nor DevvStream control, or are under common control with, the Forevver Association.

    DevvExchange does not currently exist as a product or as a separate entity, but is a software concept that may be developed by Devvio in the future. DevvStream has no connection to nor involvement with the DevvExchange
      software concept.

    5. Staff’s comment: Your response to prior comment 4 indicates that there is no native coin or currency
        for DevvX. However, it appears the DevvE website contradicts the filing disclosure that the that blockchain does not create or track any type of crypto asset. The DevvE website claims that the DevvE token is the “next generation cryptocurrency” and
        the platform token of the DevvX blockchain. Further, it appears DevvE is traded, as indicated on multiple websites (e.g., CoinGecko, CoinCarp, etc.). Please explain this discrepancy and provide clarifying disclosure in your filing.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it confirms its previous response—that there is no native coin that serves as the engine for the DevvX blockchain.

    The use of DevvX by DevvStream does not involve or require the integration of any token or other type of crypto asset to support its functionality.  As disclosed in the Registration Statement, DevvStream intends to use
      DevvX as a SaaS product similar to Amazon's AWS technology product/service.

    DevvE is an ERC-20 token and is maintained on Ethereum. 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.

    Whenever DevvStream uses DevvX, DevvStream operates its own blockchain unrelated to any other DevvX user's blockchain. To clarify, the Company’s previous statement, that
      “[t]he blockchain technology does not track any type of crypto asset,” refers to DevvStream’s use of DevvX and the DevvStream-specific blockchain. All other uses of DevvX are entirely separate from and unrelated to DevvStream’s use of DevvX.

    6. Staff’s comment: We note your response to prior comment 3. Please provide more detail regarding how
        the blockchain works. For example, discuss the type of consensus mechanism it uses and who does the verification; indicate whether it is decentralized; what type of digital assets is it compatible with; who has access to the blockchain and who can
        write on it; what protections are there against privacy, fraud, theft, loss; if records are immutable, describe what happens if there is an incorrect input; describe how it connects to other blockchains.

    Response:

      The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 227 - 228 of the Amended Registration Statement to provide more detail regarding how DevvStream’s utilization of the
        DevvX blockchain works. The Company respectfully advises the Staff that DevvX provides an independent blockchain for any application. DevvStream will therefore have its own blockchain, which will be used in conjunction with DevvStream’s platform to
        store all relevant data related to the generation of carbon credits, including project design documents, quantification methodologies, validation and verification reports, project/program specific data and registry credit issuance. The consensus
        mechanism for validating transactions is permissioned (i.e., only DevvStream and algorithms managed by DevvStream are granted permission to participate in the consensus process for validating transactions), so there are no third-party validators.
        Validators are simply algorithms managed by Devvio. DevvStream's blockchain does not have any compatibility with any digital assets, and is and will be used by DevvStream to track data. Only DevvStream will have permission to write to the
        DevvStream blockchain using an Application Programming Interface (API) key, but read access is expected to be public.

      Because read access is expected to be public, data recorded on the DevvStream blockchain will be fully anonymized, with customer-specific information being recorded separate from the DevvStream blockchain. Accordingly, no privacy methodologies
        are expected to be used with respect to the data recorded on the DevvStream blockchain. Because there are no assets tracked on DevvStream’s blockchain, the DevvStream blockchain will not utilize any fraud, theft or loss mechanisms.

      Any data recorded on the DevvStream blockchain represents a record at the time the data is recorded. If there is an incorrect input, then a new record can be added later, that has the most up to date, correct information. DevvStream's blockchain
        will not connect to other blockchains.

    7. Staff’s comment: We note from your disclosures and response to prior comments that the blockchain
        will not be used to create a digital copy of the carbon credit on the blockchain, but instead to keep a record of the data used to generate the carbon credit; and, that there is no gas fee as on other chains. However, it is still not clear how data
        is written onto the blockchain without using or creating some type of digital asset. Please provide a step-by-step example that explains how data is written to the blockchain under each of your business models (Direct Investment/Project
        Management). Include a description of what specific data is included on the blockchain, what you can do to/with the data once it has been written onto the blockchain, and whether any third parties access the data on the blockchain.

    Response:

      The Company respectfully acknowledges the Staff’s comment and advises the Staff that DevvStream’s use of the DevvX blockchain can be thought of as a datastore (similar to a database, another type of datastore). The datastore maintains
        time-ordered immutable data. The use of the datastore does not involve any type of digital asset. The following is a step-by-step example that explains how data is written to DevvStream’s blockchain.

      1. DevvStream determines the format of a required type of record. By way of example, the record could be of an Internet-of-Things (“IOT”) device ID and a related measurement from the device
        (“Measurement Value”).

      2. DevvStream uses an API call to define a representation of that record structure, which is recorded in the JavaScript Object Notation format. To further illustrate the example above, the
        representation would be “IOT device ID: [variable id per record], Measurement Value: [variable value per record]).”

      3. Any time a record is desired to be recorded, DevvStream uses an API call to instantiate that record structure. In our example, instantiating the record structure once per hour with a record where
        IOT Device ID equals 12345, and the Measurement Value is equal to a current value of units (e.g., 6,789).

      The result is a time-ordered and immutable dataset that shows those records recorded in chronological order, over time. In this example, a separate record would show that the device ID relates to a specific category of carbon credits, for
        example, which gives credibility to any carbon credits that rely on the specific IOT device as proof of the validity of the carbon credit.

      Records are expected to be publicly available, for anyone to view to ensure that there is transparency and auditability of the data.

      ESG assets are currently tracked by traditional registries.  There are no current plans for DevvStream to track or manage a tokenized, blockchain-based asset or cryptocurrency.

    8. Staff’s comment: Please clarify the purpose of the prepaid royalties to Devvio in connection with
        the license agreement. Tell us what these prepaid royalty payments are for and what sales revenue future royalties will eventually be based on. Clarify if DevvStream will eventually use the blockchain to conduct sales of carbon credits and if it is
        those sales that the royalty payments will be based on. If so, tell us how you will do that without creating a digital representation of the carbon credits.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the prepayment of royalty payments under the Devvio Agreement is intended to compensate Devvio for providing DevvStream with access
      to the Devvio blockchain despite the fact that DevvStream has not generated any revenue that would otherwise trigger royalty payments to Devvio. The intent of the Devvio Agreement is that, in the future, DevvStream will pay a royalty of 5% of all
      sales revenue for transactions that use the Devvio blockchain.

    By way of example, if DevvStream were to act as a project manager in an arrangement whereby DevvStream were entitled to retain 25% of the carbon credit stream generated by
      DevvStream’s customer, DevvStream would then sell these retained carbon credits. These carbon credits are currently tracked by traditional carbon credit registries. DevvStream would in turn pay Devvio 5% of the proceeds from DevvStream’s sale of s

United States securities and exchange commission logo
March 25, 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. 2 to Registration Statement on Form S-4
Filed March 11, 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 5, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed March 11, 2024
Following the Closing of the Business Combination, FIAC will not have any right to make
damage claims against DevvStream, page 96
1.We note your response to comment 2, however we do not see the noted revision. Please
revise your disclosure as applicable.
Information about DevvStream
Devvio Agreement, page 223
2.We note that Devvio is a “Core Company Security Holder” of DevvStream by virtue of
holding 100% of the multiple voting shares and will be a significant holder of the
Combined Company.  Please clarify how significant Devvio’s ownership of the combined
company will be as well as their degree of influence (e.g., percentage of voting shares
they will hold, how many seats on the board, etc.).

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 March 25, 2024 Page 2
 FirstName LastNameCarl Stanton
Focus Impact Acquisition Corp.
March 25, 2024
Page 2
3.Considering the related party relationship between Devvio and DevvStream and the fact
that Devvio will be a significant holder of (and presumably with significant influence
over) the combined company, please revise to include disclosure about Devvio’s business
plans, specifically those surrounding the DevvE token. Also, clarify whether Devvio is the
issuer of the token or if it is another party, and explain DevvStream’s role in the
development of the token.
4.We note that the website for DevvE, devve.io, indicates that DevvStream is a strategic
partner of DevvE, discusses a DevvExchange, and that DevvE is spearheaded by the
Forevver Association.  Please revise your disclosure to describe in detail the relationships
between DevvStream, DevvE, the Forevver Association, the DevvExchange, and Devvio.
5.Your response to prior comment 4 indicates that there is no native coin or currency for
DevvX.  However, it appears the DevvE website contradicts the filing disclosure that the
that blockchain does not create or track any type of crypto asset.  The DevvE website
claims that the DevvE token is the “next generation cryptocurrency” and the platform
token of the DevvX blockchain. Further, it appears DevvE is traded, as indicated on
multiple websites (e.g., CoinGecko, CoinCarp, etc.).  Please explain this discrepancy and
provide clarifying disclosure in your filing.
6.We note your response to prior comment 3. Please provide more detail regarding how the
blockchain works. For example, discuss the type of consensus mechanism it uses and who
does the verification; indicate whether it is decentralized; what type of digital assets is
it compatible with; who has access to the blockchain and who can write on it; what
protections are there against privacy, fraud, theft, loss; if records are immutable, describe
what happens if there is an incorrect input; describe how it connects to other blockchains.
7.We note from your disclosures and response to prior comments that the blockchain will
not be used to create a digital copy of the carbon credit on the blockchain, but instead to
keep a record of the data used to generate the carbon credit; and, that there is no gas fee as
on other chains. However, it is still not clear how data is written onto the blockchain
without using or creating some type of digital asset. Please provide a step-by-step example
that explains how data is written to the blockchain under each of your business models
(Direct Investment/Project Management).  Include a description of what specific data is
included on the blockchain, what you can do to/with the data once it has been written onto
the blockchain, and whether any third parties access the data on the blockchain.
8.Please clarify the purpose of the prepaid royalties to Devvio in connection with the license
agreement. Tell us what these prepaid royalty payments are for and what sales revenue
future royalties will eventually be based on. Clarify if DevvStream will eventually use the
blockchain to conduct sales of carbon credits and if it is those sales that the royalty
payments will be based on. If so, tell us how you will do that without creating a digital
representation of the carbon credits.
9.Please clarify whether the blockchain has additional capabilities beyond those you are
currently utilizing and whether you have plans to use the blockchain in other ways in the

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 March 25, 2024 Page 3
 FirstName LastName
Carl Stanton
Focus Impact Acquisition Corp.
March 25, 2024
Page 3
future.
10.Please tell us how you assessed the need to include risk factor disclosure about the risks
and challenges of operating on the blockchain.
11.It is not clear from the disclosure whether the blockchain is fully developed to be
functional for the company. Please clarify the stage of development it is in and when it
will be fully functional.
12.Your disclosure on page 218 compares the DevvX blockchain’s low carbon footprint to
the energy usage and CO2 output of Bitcoin’s blockchain, on the order of one three
billionth. Please clarify how you determined that this comparison is appropriate given
what appears to be fundamental differences.
            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

CORRESP
1
filename1.htm

    Focus Impact Acquisition Corp.

    1345 Avenue of the Americas, 33rd Floor

    New York, NY 10105

    March 11, 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 January 31, 2024

            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 March
      5, 2024, 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. 2 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.

    Amendment No. 1 to Registration Statement on Form S-4 filed January 31, 2024

    General

    1. Staff’s comment: We note you have omitted information throughout the prospectus. Please revise to provide all information not eligible
      to be omitted.

    Response:

    The Registration Statement has been updated to include previously omitted information to the extent currently available and determinable. All remaining omitted information will be provided in the
      final proxy statement/prospectus.

    Following the Closing of the Business Combination, FIAC will not have any right to make damage claims against DevvStream..., page 96

    2. Staff’s comment: We note your statement that “As a result, FIAC will have no remedy available to it
        if the Business Combination is consummated and it is later revealed that, at the time of the Business Combination, there was a breach of any of the representations, warranties and covenants made by FIAC prior to the Closing.” Please revise your
        statement as appropriate.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 96 of the Amended Registration Statement accordingly.

    Information about DevvStream

    Devvio Agreement, page 223

    3. Staff’s comment: We note the Devvio Agreement granted you a right and license to exclusively use,
        access, and otherwise utilize Devvio’s DevvX blockchain in connection with your business, and to process, manipulate, copy, aggregate or otherwise use any data created, owned, produced or provided by you and compiled by or through the Devvio
        Platform, as reasonably required for your needs or your client’s needs. Please clarify in greater detail how access to Devvio's blockchain works and describe the functions you have under this access. For example, tell us whether your access is
        limited to view-only access or whether you have access to Devvio's blockchain source code that enables you to create your own blockchain.

    Response:

    The Company respectfully advises the Staff that Devvio’s blockchain, DevvX, works similarly to a traditional Software-as-a-Service (SaaS) cloud product. With DevvX, DevvStream will get its own blockchain that no other
      companies use. Devvio’s blockchain works through a traditional RESTful application programming interface (“API”), with which DevvStream interfaces to the blockchain. Using API commands,
      DevvStream can define record structures, instantiate those records, and then view records, so DevvStream has both read and write access to the blockchain. DevvStream does not have source code access to DevvX, but does not need it as the functionality
      DevvStream needs is handled through the API.

    4. Staff’s comment: Related to the comment above, please clarify if there is a native coin that serves
        as the engine for DevvX (similar to Bitcoin) and, if so, whether you have to hold and use the native coin to write information to the blockchain about the carbon credits.

    Response:

    The Company respectfully advises the Staff that there is no native coin or currency that is used. There is no concept like gas on other chains. DevvStream simply pays for the use of the DevvX
      blockchain in the same way that one pays for and uses cloud servers in products like Amazon’s AWS or Google Cloud.

     We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Peter Seligson, P.C. of
      Kirkland & Ellis LLP at (212) 446-4756 with any questions or further comments regarding the responses to the Staff’s comments.

            Sincerely,

            FOCUS IMPACT ACQUISITION CORP.

            By:

          /s/ Carl Stanton

            Name:

            Carl Stanton

            Title:

            Chief Executive Officer

    Enclosures

          cc:

            Peter Seligson, P.C. (Kirkland & Ellis LLP)

              Justin R. Salon (Morrison & Foerster LLP)

              Simon Romano (Stikeman Elliott LLP)

United States securities and exchange commission logo
March 5, 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. 1 to Registration Statement on Form S-4
Filed January 31, 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 December 31, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed January 31, 2024
General
1.We note you have omitted information throughout the prospectus. Please revise to provide
all information not eligible to be omitted.
Following the Closing of the Business Combination, FIAC will not have any right to make
damage claims against DevvStream..., page 96
2.We note your statement that “As a result, FIAC will have no remedy available to it if the
Business Combination is consummated and it is later revealed that, at the time of the
Business Combination, there was a breach of any of the representations, warranties and
covenants made by FIAC prior to the Closing.” Please revise your statement as
appropriate.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 March 5, 2024 Page 2
 FirstName LastName
Carl Stanton
Focus Impact Acquisition Corp.
March 5, 2024
Page 2
Information about DevvStream
Devvio Agreement, page 223
3.We note the Devvio Agreement granted you a right and license to exclusively use, access,
and otherwise utilize Devvio’s DevvX blockchain in connection with your business, and
to process, manipulate, copy, aggregate or otherwise use any data created, owned,
produced or provided by you and compiled by or through the Devvio Platform, as
reasonably required for your needs or your client’s needs. Please clarify in greater detail
how access to Devvio's blockchain works and describe the functions you have under this
access. For example, tell us whether your access is limited to view-only access or whether
you have access to Devvio's blockchain source code that enables you to create your own
blockchain.
4.Related to the comment above, please clarify if there is a native coin that serves as the
engine for DevvX (similar to Bitcoin) and, if so, whether you have to hold and use the
native coin to write information to the blockchain about the carbon credits.
            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

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

United States securities and exchange commission logo
December 31, 2023
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.
Registration Statement on Form S-4
Filed December 4, 2023
File No. 333-275871
Dear Carl Stanton:
            We have reviewed your 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.
Registration Statement on Form S-4 filed December 4, 2023
Cover Page
1.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.
2.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.
3.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.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 December 31, 2023 Page 2
 FirstName LastNameCarl Stanton
Focus Impact Acquisition Corp.
December 31, 2023
Page 2

Frequently Used Terms, page 2
4.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.
Questions and Answers
What equity stake will current stockholders of FIAC..., page 12
5.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.
6.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.
Are there any arrangements to help ensure that FIAC will have sufficient funds..., page 14
7.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.
8.Please briefly address the total amount of transaction expenses incurred by FIAC.
Why is FIAC providing stockholders with the opportunity..., page 14
9.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.
What interests do FIAC's current officers and directors have in the Business Combination?, page
16
10.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.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 December 31, 2023 Page 3
 FirstName LastNameCarl Stanton
Focus Impact Acquisition Corp.
December 31, 2023
Page 3
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.
11.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.
DevvStream, page 25
12.Please revise the summary disclosure concerning DevvStream to highlight the going
concern determination.
13.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.
Summary of the Proxy Statement/Prospectus, page 25
14.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.
15.Provide clear and quantified disclosure regarding whether the combined company's total
outstanding shares may be sold into the market following the business combination.
16.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.
17.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.
General Description of the Business Combination, page 26
18.Please revise this section to explain the business combination in plain English.
Registration Rights Agreement, page 30
19.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

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 December 31, 2023 Page 4
 FirstName LastNameCarl Stanton
Focus Impact Acquisition Corp.
December 31, 2023
Page 4
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.

It may be difficult for our stockholders to acquire jurisdiction..., page 70
20.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.
FIAC's stockholders can exercise redemption rights..., page 72
21.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.
Risks Related to FIAC and the Business Combination, page 72
22.Please include a risk factor discussing the October 16, 2023 NASDAQ notice disclosed on
page F-23.
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.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.
24.Please advise us whether any of these agreements provide investors with the right to sell
back shares to the company at a fixed price after the closing date of the business
combination.
Quorum and Required Vote for Stockholder Proposals, page 102
25.We note your statement, on page 15, that the Sponsor has agreed to vote all FIAC

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 December 31, 2023 Page 5
 FirstName LastNameCarl Stanton
Focus Impact Acquisition Corp.
December 31, 2023
Page 5
common stock owned by it in favor of the business combination and that if only the
minimum number of shares representing a quorum is present at the meeting held to vote
on the business combination, then the business combination will be approved. Please
revise this section to include disclosure explaining these facts.
Survival and Indemnification, page 110
26.We note your disclosure that none of the representations and warranties contained in the
Business Combination Agreement, except for the covenants and agreements relevant to
the Closing, will survive the effective time of the Business Combination. Please include
appropriate risk factor disclosure.
Background of the Business Combination, page 117
27.Please revise to provide further clarity on how FIAC narrowed the population of potential
targets from 22 to the two final potential targets.
28.Please revise to place your disclosure regarding the negotiations by FIAC with
DevvStream and Company A in chronological order.
29.Please identify the advisors and representatives of FIAC and DevvStream in their first use
in this section.
30.We note your statement that FIAC and DevvStream executed a confidentiality agreement
on February 21, 2023. We also note that between February 21, 2023 and March 11, 2023
FIAC and DevvStream held a series of virtual meetings where they negotiated the
financial and other terms of the business combination transaction. Please revise to address
these meetings and any other material meetings in detail.
31.Please revise to address in more detail the FIAC’s negotiations with Company A. Also
revise to indicate why Company A determined not to proceed with a business combination
with FIAC.
32.Please disclose how FIAC determined the enterprise value of DevvStream.
33.Please clarify the role of Three Peaks Capital disclosed on page 120.
34.Please revise to clarify why the enterprise value of DevvStream was reduced from $175
million to $145 million in the discussions held on August 10, 2023 as disclosed on page
122.
35.Please clarify whether the Convertible Note Subscription Agreement disclosed on page
122 is the same as the Convertible Note financing also disclosed on page 122, and the
Convertible Bridge Financing disclosed on page 248.
Reasons for Approval of the Business Combination, page 124
36.Please clarify how the board took the consideration to be paid for DevvStream into
account in recommending the transaction.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 December 31, 2023 Page 6
 FirstName LastNameCarl Stanton
Focus Impact Acquisition Corp.
December 31, 2023
Page 6
37.Please revise to clarify Marsh MacLennan’s role in the negotiations.
Upside Potential, page 126
38.Please revise to disclose DevvStream’s LTM revenue multiple and the industry average.
Please clarify if EBITDA multiple is different than LTM revenue multiple. If so, please
provide DevvStream’s EBITDA multiple. Please clarify the reference to “likely median.”
Opinion of FIAC's Financial Advisor, page 128
39.We note that in performing its reviews and analyses for rendering its opinion, Houliha
Capital reviewed financial statement projections for DevvStream for the calendar years
ended 2023 through 2025. Please disclose the material financial projections used by
Houliha Capital.
DevvStream's Financial Projections and Analytical Methodologies, page 131
40.We note your cross reference to “FIAC’s Board Reviewed and Considered the Following
Information Pertaining to DevvStream” in your first paragraph in this section. Please
revise to provide the referenced information or advise us as appropriate.
Anti-dilution Adjustments, page 231
41.It appears the sponsor may receive additional securities pursuant to the anti-dilution
adjustment based on the company’s additional financing activities. If true, please quantify
to the extent possible the number and value of securities the sponsor may receive. In
addition, disclose the ownership percentages in the company before and after the
additional financing to highlight the potential dilution to public stockholders.
Beneficial Ownership of Securities, page 238
42.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
Index to Financial Statements
Report of Independent Registered Public Accounting , page F-2
43.To avoid confusion, please remove the additional copy of your auditors' report on page F-
2.
Consolidated Balance Sheets as of July 31, 2023 and 2022, page F-46
44.Please provide us with additional detail describing the items included in prepaid expenses
for each of the periods presented for DevvStream Holdings Inc.
            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.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 December 31, 2023 Page 7
 FirstName LastName
Carl Stanton
Focus Impact Acquisition Corp.
December 31, 2023
Page 7
            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.
            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 Seligs

United States securities and exchange commission logo
July 18, 2023
Carl Stanton
Chief Executive Officer
Focus Impact Acquisition Corp.
250 Park Avenue, Ste 911
New York, NY 10177
Re:Focus Impact Acquisition Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed April 6, 2023
File No. 001-40977
Dear Carl Stanton:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

      Focus Impact Acquisition Corp.

      250 Park Avenue, Ste 911

      New York, NY, 10177

      July 7, 2023

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      Office of Energy & Transportation

      100 F Street, NE

      Washington, D.C. 20549

      Attn: Sondra Snyder and Gus Rodriquez

            Re:

              Focus Impact Acquisition Corp.

                Form 10-K for the Fiscal Year ended December 31, 2022

                Filed April 6, 2023

                File No. 001-40977

      Dear Ms. Snyder and Mr. Rodriquez,

      This letter sets forth the response of Focus Impact Acquisition Corp. (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission contained in the Staff’s letter dated June 30, 2023 (the “Comment Letter”), with respect to the above referenced Form
        10-K (the “Form 10-K”).

      The Company will file via EDGAR Amendment No. 1 to the Form 10-K, which reflects the Company’s response to the comments received by the Staff. For ease of reference, the comment contained in the Comment Letter is
        included below and is followed by the Company’s response.

      Form 10-K for Fiscal Year Ended December 31, 2022, Filed April 6, 2023

      Certification in Exhibit 31.1 and 31.2, page 88

            1.

              Staff’s comment: We note that your officer certifications omit the language prescribed by Item
                  601(b)(31)(i) of Regulation S-K, concerning responsibility for establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)), which should appear in the fourth paragraph
                  of the certifications.

      Please file an amendment to your Form 10-K to include certifications from your Chief Executive and Chief Financial officers, that include all of the required language. You may elect to otherwise limit content of the
        amendment to the cover page, explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of the certifications.

          Response: The Company acknowledges the Staff’s comment and has revised Exhibits 31.1 and
              31.2 of the Form 10-K and refiled such exhibits with Amendment No. 1 to the Form 10-K.

        We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact Peter Seligson at (212) 446-4756 of Kirkland & Ellis LLP.

                Sincerely,

                /s/ Carl Stanton

                Chief Executive Officer

                Via E-mail:

                cc:

                Peter Seligson, P.C.

                Kirkland & Ellis LLP

        2

United States securities and exchange commission logo
June 30, 2023
Carl Stanton
Chief Executive Officer
Focus Impact Acquisition Corp.
250 Park Avenue, Ste 911
New York, NY 10177
Re:Focus Impact Acquisition Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed April 6, 2023
File No. 001-40977
Dear Carl Stanton:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022, Filed April 6, 2023
Certifications in Exhibits 31.1 and 31.2, page 88
1.We note that your officer certifications omit the language prescribed by Item 601(b)(31)(i)
of Regulation S-K, concerning responsibility for establishing and maintaining internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)), which should appear in the fourth paragraph of the certifications.

Please file an amendment to your Form 10-K to include certifications from your Chief
Executive and Chief Financial officers, that include all of the required language.  You
may elect to otherwise limit content of the amendment to the cover page, explanatory
note, the signature page and paragraphs 1, 2, 4 and 5 of the certifications.

            In closing, 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

 FirstName LastNameCarl  Stanton
 Comapany NameFocus Impact Acquisition Corp.
 June 30, 2023 Page 2
 FirstName LastName
Carl  Stanton
Focus Impact Acquisition Corp.
June 30, 2023
Page 2
absence of action by the staff.
            You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or Gus Rodriguez,
Staff Accountant at (202) 551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
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      Focus Impact Acquisition Corp.

        250 Park Avenue, Ste. 911

      New York, NY, 10177

      October 25, 2021

      VIA EDGAR

      Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention: Cara Wirth

            Re:

              Focus Impact Acquisition Corp.

                Registration Statement on Form S-1

                File No. 333-255448

      Ms. Wirth:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Focus Impact Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on October 27, 2021, or as soon thereafter as
        practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

      Please contact Peter S. Seligson at (212) 446-4756 of Kirkland & Ellis LLP as soon as the Registration Statement has been declared
        effective, or if you have any other questions or concerns regarding this matter.

              Sincerely,

              /s/ Carl Stanton

              Carl Stanton

              Chief Executive Officer

CORRESP
1
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    October 25, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

      Attn: Cara Wirth

            Re:
            Focus Impact Acquisition Corp.

            Registration Statement on Form S-1

            File No. 333-255448

    Dear Ms. Wirth:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Focus Impact Acquisition Corp. (the “Company”) that the effective date of
      the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on October 27, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
      Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

    Pursuant to Rule 460 under the Act, the undersigned wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably
      anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of
      1934, as amended.

    * * *

    [Signature Page Follows]

          Very truly yours,

          CITIGROUP GLOBAL MARKETS INC.

          as representative of the underwriters

            By:

            /s/ Bridget Fawcett

            Name:

            Bridget Fawcett

            Title:

            Managing Director

      [Signature Page to Underwriters’ Acceleration Request
          Letter]

          GOLDMAN SACHS & CO. LLC

          as representative of the underwriters

            By:

            /s/ Olympia McNerney

            Name:

            Olympia McNerney

            Title:

            Managing Director

      [Signature Page to Underwriters’ Acceleration Request Letter]

CORRESP
1
filename1.htm

      Focus Impact Acquisition Corp.

        250 Park Avenue, Ste. 911

      New York, NY, 10177

      July 15, 2021

      VIA EDGAR

      Securities and Exchange Commission

        Division of Corporation Finance

        Office of Trade & Services

        100 F Street, NE

        Washington, D.C. 20549

      Attn: Cara Wirth

            Re:

              Focus Impact Acquisition Corp.

                Registration Statement on Form S-1

                Filed April 23, 2021

                and

                Amendment No. 1 to Registration Statement on Form S-1

                Filed June 3, 2021

                File No. 333-255448

      Ms. Wirth:

      This letter sets forth responses of Focus Impact Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the
        U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated May 20, 2021, with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”) and in your letter dated June 15, 2021,
        with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-1.

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

      In addition, the Company has revised its Registration Statement in response to the Staff’s comments and the Company is concurrently filing an amendment to the Registration
        Statement on Form S-1 with this letter.

      Registration Statement on Form S-1 Filed April 23, 2021

      Our Team, Partner, and Advisory Board

      Our Partner, page 10

            1.

              Staff’s comment: We note that you refer to Auldbrass
                  Partners as your "partner." Please revise your disclosure to clarify, if true, that you are not in a legally-binding partnership with Auldbrass Partners. If this is not the case, please revise your disclosure accordingly and file any
                  related written agreements. Please refer to Item 601(b)(10) of Regulation S-K.

      Response: The Company acknowledges the Staff’s
          comment and has revised the disclosure to clarify that it is not in a legally-binding partnership with Auldbrass Partners.

      Amendment No. 1 to Registration Statement on Form S-1 filed June 3, 2021

      General

            2.

              Staff’s comment: Article Twelve of your Form of Amended and
                  Restated Certificate of Incorporation, filed as Exhibit 3.2, states that your exclusive forum provision will not apply to claims arising under the Securities Act. However, we note that the disclosure in your Registration Statement filed
                  on April 23, 2021 (in your Risk Factors on page 67 and Description of Securities on page 152) states that your Amended and Restated Articles of Incorporation will provide concurrent jurisdiction in the Court of Chancery and the federal
                  district court for the District of Delaware for any claims arising under the Securities Act. Please revise to reconcile this inconsistency.

      Response: The Company acknowledges the Staff’s
          comment and has revised the exclusive forum provision in Article Twelve of the Form of Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2, to provide for concurrent jurisdiction in the Court of Chancery and the federal
          district court for the District of Delaware for any claims arising under the Securities Act.

      We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact Peter S. Seligson at (212) 446-4756 of
        Kirkland & Ellis LLP.

              Sincerely,

              /s/ Carl Stanton

              Chief Executive Officer

      Via E-mail:

            cc:

              Peter S. Seligson

                Kirkland & Ellis LLP

                William J. Cooper

                Sidley Austin LLP

United States securities and exchange commission logo
June 15, 2021
Carl Stanton
Chief Executive Officer
Focus Impact Acquisition Corp.
250 Park Avenue, Ste. 911
New York, NY, 10177
Re:Focus Impact Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 3, 2021
File No. 333-255448
Dear Mr. Stanton:
            We have reviewed your amended registration statement and have the following
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 filed June 3, 2021
General
1.Article Twelve of your Form of Amended and Restated Certificate of Incorporation, filed
as Exhibit 3.2, states that your exclusive forum provision will not apply to claims arising
under the Securities Act.  However, we note that the disclosure in your Registration
Statement filed on April 23, 2021 (in your Risk Factors on page 67 and Description of
Securities on page 152) states that your Amended and Restated Articles of Incorporation
will provide concurrent jurisdiction in the Court of Chancery and the federal district court
for the District of Delaware for any claims arising under the Securities Act.  Please revise
to reconcile this inconsistency.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 June 15, 2021 Page 2
 FirstName LastName
Carl Stanton
Focus Impact Acquisition Corp.
June 15, 2021
Page 2
            Please contact Cara Wirth at (202) 551-7127 or Dietrich King at (202) 551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter S. Seligson, Esq.

United States securities and exchange commission logo
May 20, 2021
Carl Stanton
Chief Executive Officer
Focus Impact Acquisition Corp.
250 Park Avenue, Ste. 911
New York, NY, 10177
Re:Focus Impact Acquisition Corp.
Registration Statement on Form S-1
Filed April 23, 2021
File No. 333-255448
Dear Mr. Stanton:
            We have reviewed your registration statement and have the following 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.
Registration Statement on Form S-1 Filed April 23, 2021
Our Team, Partner, and Advisory Board
Our Partner, page 10
1.We note that you refer to Auldbrass Partners as your "partner."  Please revise your
disclosure to clarify, if true, that you are not in a legally-binding partnership with
Auldbrass Partners.  If this is not the case, please revise your disclosure accordingly and
file any related written agreements.  Please refer to Item 601(b)(10) of Regulation S-K.
            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.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact Acquisition Corp.
 May 20, 2021 Page 2
 FirstName LastName
Carl Stanton
Focus Impact Acquisition Corp.
May 20, 2021
Page 2
            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.
            Please contact Cara Wirth at (202) 551-7127 or Dietrich King at (202) 551-8071 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter S. Seligson, Esq.