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

1.     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
 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.