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.).
 Carl Stanton
FirstName  LastNameCarl
Focus Impact  Acquisition Stanton
                          Corp.
Comapany
March      NameFocus Impact Acquisition Corp.
       25, 2024
March2 25, 2024 Page 2
Page
FirstName LastName
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
 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,
FirstName LastNameCarl Stanton
                                                            Division of
Corporation Finance
Comapany NameFocus Impact Acquisition Corp.
                                                            Office of Real
Estate & Construction
March 25, 2024 Page 3
cc:       Peter Seligson
FirstName LastName