UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Focus Impact Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
34417L109
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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Focus Impact Sponsor, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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16,950,000
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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16,950,000
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,950,000(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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90.8%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) Includes (i) 750,000 shares of Class B common stock (“Class B Shares”), convertible one-for-one into the Issuer’s shares of Class A common stock (“Class
A Shares”) at the time of the Issuer's initial business combination or earlier at the option of the holder and (ii) 11,200,000 private placement warrants to acquire Class A Shares upon payment of $11.50 per share (“Private Placement Warrants”),
commencing 30 days after completion of the Issuer’s initial business combination.
(2) Calculated based on (i) 6,717,578 Class A Shares outstanding as of January 30, 2024, as reported on the Issuer’s Form S-4 filed on January 31, 2024, as increased by (ii) an aggregate 11,950,000 Class A Shares
issuable upon the (a) conversion of 750,000 Class B Shares and (b) exercise of the 11,200,00 Private Placement Warrants beneficially owned by the Reporting Person.
| Item 1(a). |
Name of Issuer
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Focus Impact Acquisition Corp. (the “Issuer”)
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices
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1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
| Item 2(a). |
Names of Persons Filing
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This statement is filed by the Focus Impact Sponsor, LLC, referred
to herein as the “Reporting Person.”
| Item 2(b). |
Address of the Principal Business Office, or if none, Residence
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1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
| Item 2(c). |
Citizenship
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See response to Item 4 on the cover page.
| Item 2(d). |
Title of Class of Securities
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Class A Common Stock, par value $0.0001 per share.
| Item 2(e). |
CUSIP Number
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34417L109
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):
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Not Applicable.
| Item 4. |
Ownership
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| (a) |
Amount beneficially owned:
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See response to Item 9 on the cover page.
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Percent of Class:
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See response to Item 11 on the cover page.
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Number of shares as to which the Reporting Person has:
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Sole power to vote or to direct the vote:
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See response to Item 5 on the cover page.
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Shared power to vote or to direct the vote:
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See response to Item 6 on the cover page.
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Sole power to dispose or to direct the disposition of:
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See response to Item 7 on the cover page.
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Shared power to dispose or to direct the disposition of:
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See response to Item 8 on the cover page.
The Reporting Person is the record holder of the reported securities. There are four managers on the Reporting Person’s board of managers— Carl Stanton,
Ernest Lyles, Howard Sanders, and Wray Thorn. Each manager has one vote, and the approval of a majority is required to approve an action of the Reporting Person. As such, each manager disclaims beneficial ownership of the reported securities and the
filing of this Statement shall not be construed as an admission that the Reporting Person or any manager is the beneficial owner of any securities covered by this Statement.
| Item 5. |
Ownership of Five Percent or Less of a Class
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Not Applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group
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Not Applicable.
| Item 10. |
Certification
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Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: February 13, 2024
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Focus Impact Sponsor, LLC
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By: /s/ Wray Thorn
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Name: Wray Thorn
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Title: Manager
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