ThZeal - The Zeal

As filed with the United States Securities and Exchange Commission on June 3, 2021

under the Securities Act of 1933, as amended.

Registration No. 333-255448

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Focus Impact Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	6770	86-2433757
(State or other Jurisdiction of Incorporation Or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

250 Park Avenue Ste 911

New York, NY, 10177

(212) 213-0243

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Carl Stanton

Chief Executive Officer

250 Park Avenue Ste 911

New York, NY, 10177

(212) 213-0243

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Christian O. Nagler, Esq.

Peter S. Seligson, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Tel: (212) 446-4800

Fax: (212) 446-4900

Michael P. Heinz, Esq.

William J. Cooper, Esq.

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Tel: (212) 839-5300

Fax: (212) 839-5599

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount Being Registered	Proposed Maximum Offering Price Per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one warrant⁽²⁾	28,750,000 Units	$	10.00	$	287,500,000	$	31,366.25
Shares of Class A common stock included as part of the units⁽³⁾	28,750,000 Shares		—		—		—	⁽⁴⁾
Redeemable warrants included as part of the units⁽³⁾	14,375,000 Warrants		—		—		—	⁽⁴⁾
Total				$	287,500,000	$	31,366.25	⁽⁵⁾


(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,875,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4)	No fee pursuant to Rule 457(g).
(5)	Previously paid.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Focus Impact Acquisition Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-255448) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.

Exhibits and Financial Statement Schedules.

(a) The Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Form of Underwriting Agreement.*
3.1		Certificate of Incorporation.*
3.2		Form of Amended and Restated Certificate of Incorporation.*
3.3		Bylaws of the Registrant.*
3.4		Form of Amended and Restated Bylaws.*
4.1		Specimen Unit Certificate.*
4.2		Specimen Class A Common Stock Certificate.*
4.3		Specimen Warrant Certificate.*
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
5.1		Opinion of Kirkland & Ellis LLP.*
10.1		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.2		Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*
10.3		Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*
10.4		Form of Indemnity Agreement.*
10.5		Form of Administrative Services Agreement between the Registrant and the Sponsor.*
10.6		Promissory Note, dated as of March 15, 2021, between the Registrant and the Sponsor.*
10.7		Securities Subscription Agreement, dated March 15, 2021, between the Registrant and the Sponsor.*
10.8		Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*
23.1		Consent of Marcum LLP.**
23.2		Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).*
24		Power of Attorney (included on signature page to the initial filing of this Registration Statement).**
99.1		Consent of Troy Carter.**
99.2		Consent of Jerri DeVard.**
99.3		Consent of Dawanna Williams.**

*	Filed herewith.
**	Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on the 3rd day of June, 2021.

Focus Impact Acquisition Corp.


	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date

*	Chairman	June 3, 2021
Westley Moore

*	Chief Executive Officer (Principal Executive Officer)	June 3, 2021
Carl Stanton	Chief Executive Officer (Principal Executive Officer)

*	Chief Financial Officer (Principal Financial and Accounting Officer)	June 3, 2021
Ernest Lyles

*	Director	June 3, 2021
Howard Sanders

*By	/s/ Carl Stanton
	Carl Stanton Attorney-in-Fact