SecProbe.io

CORRESP
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    September 25, 2023

    Cheryl Brown, Esq.

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, N.E.

    Washington, D.C. 20549-3561

              Re:

              PROOF Acquisition Corp I

              Preliminary Registration Statement on Form S-4

              Filed August 18, 2023

              File No. 333-274082

    Dear Ms. Brown:

    On behalf of our client, PROOF Acquisition Corp I (referred to herein as “we” or the “Company”),
      set forth below are the Company’s responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 14, 2023 with respect to the filing referenced above.

    Contemporaneously, we are filing Amendment No.1 to the Registration Statement on Form S-4 (the “Amendment No. 1”), including the proxy statement/prospectus
      (collectively and as amended, the “Proxy Statement/Prospectus”) which forms a part thereof, reflecting the Company’s responses to the comments received by the Staff and certain updated
      information. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in
      the Proxy Statement/Prospectus. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus.

    Questions and Answers For PACI Stockholders

          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 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.

    RESPONSE:

    We respectfully acknowledge the Staff’s comment and refer to the Tender Offer Compliance and Disclosure Interpretation Question 166.01 (March 22, 2022) (“C&DI”) that sets forth parameters relating to purchases by a
      SPAC sponsor or its affiliates outside of the redemption offer. The Company advises and represents to the Staff that in the event that the Sponsor, directors, officers, advisors, and any of their respective affiliates purchase the Company’s Public
      Shares outside of the redemption offer in connection with the Business Combination, such purchases would comply with the requirements of Rule 14e-5 under the Exchange Act as follows:

          •

            the Sponsor, directors, officers, advisors, and any of their respective affiliates will purchase the Company’s Public Shares at a price no higher than the price offered through the Company’s redemption process;

          •

            the Securities Act registration statement or proxy statement filed for the Business Combination would include a representation that any Public Shares purchased by the Sponsor, directors, officers, advisors, and any of their respective
              affiliates would not be voted in favor of approving the Business Combination transaction;

          •

            the Sponsors or their affiliates do not possess any redemption rights with respect to the Public Shares securities or, if they possess redemption rights, they waive such rights; and

          •

            the Company discloses in a Form 8-K, prior to the stockholder meeting to approve the Business Combination, the following:

          o

            the amount of the Company’s Public Shares purchased outside of the redemption offer by the Sponsor, directors, officers, advisors, or any of their respective affiliates, along with the purchase price;

          o

            the purpose of the purchases by the Sponsor, directors, officers, advisors, and any of their respective affiliates;

          o

            the impact, if any of the purchases by the Sponsors or their affiliates on the likelihood that the Business Combination will be approved;

          o

            the identities of the stockholders who sold to the Sponsor, directors, officers, advisors, or any of their respective affiliates (if not purchased on the open market) or the nature of the Company’s stockholders (e.g., 5% stockholders) who
              sold to the Sponsor, directors, officers, advisors, and any of their respective affiliates; and

          o

            the number of Public Shares for which the Company has received redemption requests pursuant to the redemption offer.

    Consistent with this analysis, the Company has made conforming revisions on pages x, 52, and 90 of the Proxy Statement/Prospectus.

    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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has included additional disclosure on pages 6 and 89 of the Proxy Statement/Prospectus which includes the aggregate dollar value that the
      officers and directors of PACI and the Sponsor have at risk that depends on completion of the Business Combination.

    The Company advises the Staff that there are no loans extended, fees due, or out-of-pocket expenses for which the Sponsor and its affiliates or PACI and its affiliates are awaiting reimbursement. All
      other compensation disclosed in the Proxy Statement/Prospectus being received by officers and directors of PACI or affiliates thereof would cease either upon the winding up of the Company or upon the consummation of the Business Combination in
      accordance with the terms of the Business Combination Agreement.

    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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has made conforming changes on pages 14, 15 and 39 of the Proxy Statement/Prospectus to address the Staff’s comment.

    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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has made conforming changes on page 18 of the Proxy Statement/Prospectus as requested.

          5.

            We note you labeled adjusting columns assuming maximum redemption as “Pro Forma Adjustments Assuming Minimum Redemption”. Please amend and revise your disclosures.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 18 of the Proxy Statement/Prospectus as requested.

          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.

    RESPONSE:

    The Company acknowledges the Staff’s comment and has revised its disclosure on page 21 of the Proxy Statement/Prospectus as requested. The Company respectfully advises the Staff that the common stock
      to be held by the Sponsor, PROOF.vc SPV and Blackrock and the public shareholders have been exchanged for Class A Common Stock in the pro forma financial statements. As the pro forma balance sheet is presented in thousands, the par value impact of
      the exchange from Class B Common Stock to Class A Common Stock is not presented and the exchange is reflected in additional paid-in capital.

          7.

            Please clarify why the adjusting amount in (F) is a reduction to common stock, as the adjustment reflects an issuance of common stock.

    RESPONSE:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that the adjusting amount is a reduction due to the different par values of the Volato and PACI common stock. Prior to
      the Business Combination, Volato has 7,300,000 shares of common stock at $0.001 per share and, following consummation of the Business Combination, PACI would have 31,300,000 shares of common stock at $0.0001 per share, resulting in a reduction in its
      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.

    RESPONSE:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that as Volato is the accounting acquirer, the Company has removed the equity of PACI and not Volato.

          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.

    RESPONSE:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that there is no conversion of the public or private warrants in the Business Combination. The public and private
      warrants will remain as they current exist upon completion of the Business Combination.

          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.

    RESPONSE:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that the adjustment for the conversion of the convertible promissory notes is reflected in adjustment Note 3(H) on page
      22 of the Proxy Statement/Prospectus. The balance sheet and adjustment amounts are less than the above noted $38.4 million due to issuances of Series A Preferred Stock on July 21, 2023 after the balance sheet date of June 30, 2023.

    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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 19 and 22 of the Proxy Statement/Prospectus as requested.

    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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has updated its disclosure on page 22 of the Proxy Statement/Prospectus to describe the basis for presenting an increase in interest
      expense.

    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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 23, 24 and 25 of the Proxy Statement/Prospectus in response to the Staff’s comment.

          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, 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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 23, 24, and 25 of the Proxy Statement/Prospectus in response to the Staff’s comment.

          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.

    RESPONSE:

    The