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United States securities and exchange commission logo
September 14, 2023
John C. Backus, Jr.
Chief Executive Officer
PROOF Acquisition Corp I
11911 Freedom Drive, Suite 1080
Reston, VA 20190
Re:PROOF Acquisition Corp I
Registration Statement on Form S-4
Filed August 18, 2023
File No. 333-274082
Dear John C. Backus:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 18, 2023
Questions and Answers For PACI Stockholders
May PACI's Sponsor, directors, officers, advisors, or any of their respective affiliates purchase
Public Shares in connection with the Busin, page x
1.You disclose that in connection with the stockholder vote to approve the proposed
Business Combination, your Sponsor, directors, officers, advisors, and any of their
respective affiliates may privately negotiate to purchase Public Shares from
stockholders who would have otherwise elected to have their shares redeemed in
conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata
portion of the Trust Account and could include a contractual provision that directs the
stockholder to vote the Public Shares in a manner directed by the purchaser.  You further
disclose that any privately negotiated purchases may be effected at purchase prices that

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 September 14, 2023 Page 2
 FirstName LastNameJohn C. Backus, Jr.
PROOF Acquisition Corp I
September 14, 2023
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are in excess of the per share pro rata portion of the Trust Account.  Please provide your
analysis on how such potential purchases would comply with Rule 14e-5.
Summary
Interests of Certain Persons in the Business Combinations, page 6
2.We note that your Sponsor, officers and directors will lose their entire investment if an
initial Business Combination is not completed.  Please quantify the aggregate dollar
amount and describe the nature of what the sponsor and its affiliates have at risk that
depends on completion of a business combination.  Include the current value of securities
held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its
affiliates are awaiting reimbursement.  Provide similar disclosure for the company’s
officers and directors, if material.
Risk Factor Summary , page 13
3.We note your risk factor headings "Risks Related to Ownership of Volato Group
Securities," "Risks Related to Legal and Regulatory Matters," and
"Risks Related to PACI" and the risk factors thereunder.  However, such risks do not
appear disclosed within your "Risk Factors" section beginning on page 25.  Please revise
or advise.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 — Transaction Accounting Adjustments to the PACI and Volato Unaudited Pro Forma
Balance Sheet as of June 30, 2023, page 20
4.We note you presented Volato's historical Common Stock and Preferred Stock at $4,000
and $7,000 respectively on the Pro Forma Balance Sheet.  This appears to be inconsistent
with the respective amounts presented on Volato's unaudited balance sheet as of June 30,
2023 on page F-2.  Please revise the amounts reflected in the historical Volato balance
sheet as well as the related pro forma adjustment amounts, as necessary.
5.We note you labeled adjusting columns assuming maximum redemption as "Pro Forma
Adjustments Assuming Minimum Redemption".  Please amend and revise your
disclosures.
6.We note you indicated that adjustment (F) represents the issuance of 19.1 million shares
of the company’s Class A Common Stock to Volato equity holders as consideration for
the reverse recapitalization.  We also note you present on page vi and other parts of the
filing that "...At the Closing, up to 17,989,305 shares of our Class A Common Stock will
be issued to the Volato stockholders in the Business Combination in exchange for all
outstanding shares of Volato Common Stock and Preferred Stock..."  Please clarify this
inconsistency.  In addition, expand your disclosures to address where the issuance of
common shares to be held by the Sponsor, PROOF.vc SPV and Blackrock and the public
shareholders has been accounted for in your pro forma combined financial statements.

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 September 14, 2023 Page 3
 FirstName LastNameJohn C. Backus, Jr.
PROOF Acquisition Corp I
September 14, 2023
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7.Please clarify why the adjusting amount in (F) is a reduction to common stock, as the
adjustment reflects an issuance of common stock.
8.Please expand your note disclosures to identify all pro forma adjustments recorded to
remove the historical equity of Volato.  For example, it is currently unclear what
adjustments have been recorded to remove the historical balance of Volato common
stock.  In addition, explain why the equity contribution receivable of Volato remains in
the pro forma combined balance sheet.
9.Expand your disclosures to address how you have accounted for the conversion of public
and private placement warrants issued by PACI as part of the business combination in the
pro forma combined financial statements.
10.Please expand your disclosures to clarify where you have adjusted for the conversion of
$38.4 million convertible promissory notes in the July 21, 2023 financing.
Note 4 - Transaction Accounting Adjustments to the PACI and Volato Unaudited Pro Forma
Statement of Operations
For the Six Months Ended June 30, 2023, page 21
11.Please address the following adjustments on the pro forma income statement:
•Missing negative sign for the elimination of $5,511K of interest income in the Trust
Account.
•Replace notation for adjustment (A) with (AA).
•Provide explanations for adjustment (BB) on page 21.
Note 5 - Transaction Accounting Adjustments to the PACI and Volato Unaudited Pro Forma
Statement of Operations
For the Year Ended December 31, 2022, page 22
12.We note adjustment (CC) relates to the change in interest expense as a result of the
conversion of Convertible Notes to Common Stock.  Please tell us your basis of
presenting an increase in interest expense in the amount of $14,915K in the pro forma
income statement resulting from this conversion.  In your response, confirm the pro forma
adjustment amount as the total interest expense recorded in the historical Volato financial
statements for the year ending December 31, 2022 is less than the adjustment.
Comparative Per Share Data, page 23
13.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
14.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,

 FirstName LastNameJohn C. Backus, Jr.
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 September 14, 2023 Page 4
 FirstName LastNameJohn C. Backus, Jr.
PROOF Acquisition Corp I
September 14, 2023
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including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
15.Please quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Risk Factors
Volato has no history as a publicly traded company, and its historical information is not
necessarily representative of the results..., page 43
16.Tell us what you mean by the statement: "Prior to the Business Combination, Volato
operated as a private company. Its historical financial information reflects allocations of
corporate expenses as a private company."  Supplementally explain the nature and amount
of the allocations of corporate expenses that were recorded in Volato's historical financial
statements and tell us to what extent you considered the need to include disclosures in
your financial statements related to these allocations.
Risk Factors
Risks Related to Ownership of Volato Group Common Stock Following the Business
Combination
The Proposed Charter will designate a state or federal court located within the State of Delaware
as the exclusive forum..., page 54
17.In the heading to the risk factor, you disclose that "the federal district courts will be the
exclusive forum for resolving any complaint asserting a cause of action arising under the
Securities Act and the Exchange Act."  However, it appears that from the body of your
risk factor, and as disclosed in your Form of Amended and Restated Certificate of
Incorporation of Volato Group, Inc. included in Annex B, that the exclusive forum
provision will not apply to suits brought to enforce any duty or liability created by the
Exchange Act.  Please revise your risk factor heading to be consistent.
Certain Forecasted Financial Information for Volato , page 76
18.We note the forecasted financial information you disclose for Volato that PACI
management reviewed with the Special Committee and the PACI Board.  You
disclose projections for FY 2023 - FY 2027.  On page 76 you disclose certain material
estimates and hypothetical assumptions that Volata considered.  Please quantify such
material estimates, such as the number of planes that Volta estimates it will accept for
delivery and sell or source from the secondary market and sell, the increased flight
hours that Volta estimates, the increased revenues from efficient software, and Volta's
continued increase in gross margin.  Discuss or demonstrate how such material estimates
and hypothetical assumptions translate into your increase in projected total revenue and
EBITDA through FY 2027 as well as the factors or contingencies that would affect such

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 September 14, 2023 Page 5
 FirstName LastName
John C. Backus, Jr.
PROOF Acquisition Corp I
September 14, 2023
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growth ultimately materializing.  Your revised disclosures should address whether these
projections are in line with Volato's historic operating trends and why the change in trends
is appropriate or assumptions are reasonable.  Additionally, considering the term of the
projections provided, please explain the basis of the projections beyond year three and if
the forecasts reflect more than simple assumptions about growth rates.  It should be clear
from your disclosure how the projected growth rates are sustainable over the selected
period of time, and why assuming such growth rates are reasonable.
Charter Amendment Proposal, page 88
19.We note the proposed amendments to your charter in connection with the Charter
Amendment Proposal, as described more fully under "comparison of stockholders' rights"
beginning on page 166, including the proposed changes to authorized capital, the vote
required to remove directors and to amend the bylaws, and the exclusive forum provision.
Please provide your analysis as to why you are not required to unbundle this proposal and
provide shareholders with separate votes regarding these changes.  Please refer to Rule
14a-4(a)(3) of Regulation 14A and Question 101.02 to Exchange Act Rule 14a-4(a)(3)
Questions and Answers of General Applicability (Unbundling under Rule 14a-4(a)(3)
Generally), available on our website.
Redemption Rights, page 110
20.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
Information about Volato
The Private Aviation Industry: Volato's Opportunity, page 120
21.Please disclose the basis for your statements that in 2022 the private aviation was a $29.0
billion-dollar market, forecasted to grow to $38.0 billion in 2029, and that in the United
States, the market for private aircraft sales and charter totaled $24 billion in 2021, and the
dates of any such source material.
22.Please disclose the dates of the Global Wealth Report conducted by Credit Suisse, and the
New York Times and Forbes articles, which you reference as the source for certain
disclosures.
23.You disclose that North American passenger satisfaction with regards to commercial
aviation is in decline across all three segments—first/business, premium economy, and
economy/basic economy—down more than 29 points from 2021 to 791 (on a 1,000-point
scale).  Please disclose the basis for your statements and the date of any such source
material.

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 September 14, 2023 Page 6
 FirstName LastName
John C. Backus, Jr.
PROOF Acquisition Corp I
September 14, 2023
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Social Impact Initiatives, page 129
24.You disclose that you offset 100% of the CO2 generated by your HondaJet core fleet’s
flight operations through Volato’s participation in the 4AIR offset program.  Please
explain the 4AIR offset program and disclose whether you verify if such offsets achieve
their stated reduction or avoidance of CO2 or otherwise disclose the risks that such offset
programs purchased may not achieve the stated CO2 reduction or avoidance.  To extent
material, please also discuss the financial cost of purchasing offsets.
Volato's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 139
25.Throughout your results of operations comparing all periods presented, you identify
multiple factors for changes in line items without quantifying the impact of each. Please
revise to quantify the change for each of the factors that you cite.  Refer to Item 303(b) of
Regulation S-K.
26.Your discussion of revenue under results of operations presented on pages 139 and 141 is
segregated into three revenue types (charter flight revenue, aircraft management revenue
and aircraft sales).  It is unclear how the discussion of your operations and business model
on pages 121 through 127 compares to these three revenue types.  Please consider revising
your disclosure on pages 121 through 127 to more clearly identify how the aircraft
offerings described relate to charter flight revenue, aircraft management revenue and
aircraft sales, as discussed in results of operations.
27.The figures in your qualitative discussion of the revenue types presented in the table on
the bottom of page 139 are inconsistent with the amounts in the table.  Please correct the
amounts, as appropriate.  On a related matter, the qualitative discussion of the comparison
of revenue amounts between the six months ended June 30, 2023 and 2022 is missing.
Please provide a discussion of the amounts presented in the table at the top of page 141.
28.Please provide a more robust discussion of the comparison of cost of revenues for all
periods presented in Management's Discussion and Analysis.  You may wish to discuss
the changes in cost of revenues as they relate to the changes in revenue types identified.
Description of Securities
Warrants, page 175
29.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent comm