TEXT-EXTRACT 2 filename2.txt 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. Carl Stanton FirstName LastNameCarl Focus Impact Acquisition Stanton Corp. Comapany June NameFocus Impact Acquisition Corp. 15, 2021 June 15, Page 2 2021 Page 2 FirstName LastName 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.