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November 2, 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
Amendment No. 3 to Registration Statement on Form S-4
Filed October 31, 2023
File No. 333-274082
Dear John C. Backus:
            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 October 27, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed October 31, 2023
Contractual Obligations and Commitments, page 158
1.Please file your agreement with Roth Capital Partners, LLC, for its engagement as your
capital markets advisor. Please also ensure you have disclosed all material terms.
Financial Statements for Volato Inc.
For the Year Ended December 31, 2022
Note 2 Summary of Significant Accounting Policies
Revenue Recognition, page F-36
2.We note your response to prior comment 1 and reissue the comment in part. In your
revenue recognition policy you indicate that "...under the Volato Insider Membership
program or the Volato Stretch Card agreements... [a]ny deposits that are not utilized over

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 November 2, 2023 Page 2
 FirstName LastName
John C. Backus, Jr.
PROOF Acquisition Corp I
November 2, 2023
Page 2
the 24-month term of the agreements, which end upon being forfeited if the agreements
are not renewed, would be recognized as revenues at the time they are forfeited..."
However, in the revised disclosures on page 136, you indicate that "...Insider deposit
customers have preferred access for charter requests over general charter, and the program
is fully refundable for any unused balances except any incentive credits customers may
have received...." and under the Volato Stretch Jet Card program, "...[u]nused balances
may be refunded at any time; incentive credits are not refundable...." Please revise to
reconcile or remove the inconsistent disclosures of these refundable programs on page
136.
Exhibits
3.We note your Form of Proxy Card filed as Exhibit 99.2. Please revise to provide "boxes"
for shareholders to make their election as to each separate matter intended to be acted
upon. For example, there is no place for shareholders to make their election as to Proposal
4--The Advisory Charter Proposal, sub-proposal "(e) a proposal to change the voting
threshold to approve amendments to certain provisions of the Proposed Charter." Please
also ensure that you disclose whether or not any matter is related to or conditioned on the
approval of other matters. In this regard, we note disclosure on the cover page and
throughout your prospectus about certain proposals being conditioned on the approval of
other matters. See Rule 14a-4(a)(3) of Regulation 14A.
            Please contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cheryl Brown at 202-551-3905 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Scott D. Fisher, Esq.