SecProbe.io

CORRESP
 1
 filename1.htm

 Volato Group, Inc.

 1954 Airport Road, Suite 124

 Chamblee, Georgia 30341

 May 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy and Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Volato Group, Inc.
 Registration Statement on Form S-1
 File No. 333-287015

 Ladies and Gentleman:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1
be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on May 14, 2025, or as soon thereafter as practicable.

 We understand that the staff of the Securities and
Exchange Commission will consider this request as confirmation by Volato Group, Inc. that it is aware of its responsibilities under the
federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

 Very truly yours,

 VOLATO GROUP, INC.

 By:
 /s/ Mark Heinen

 Name:
 Mark Heinen

 Title:
 Chief Financial Officer

 cc:
 Kate Bechen, Esq.

CORRESP
 1
 filename1.htm

 Dykema Gossett PLLC
 111 E. Kilbourn Ave.
 Suite 1050
 Milwaukee, WI 53202
 www.dykema.com
 Tel: 414-488-7300

 Kate Bechen
 Direct Dial: (414) 488-7333
 Email: KBechen@dykema.com

 May 7, 2025

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Anuja Majmudar and Karina Dorin

 Re:
 Volato Group, Inc.

 Draft Registration Statement on Form S-1

 Submitted April 10, 2025

 CIK No. 001853070

 Dear Ms. Majmudar and Ms. Dorin:

 This response letter
(this " Response ") is submitted on behalf of Volato Group, Inc. (the " Company ") in response to the
comments that the Company received from the staff of the Division of Corporation Finance (the " Staff ") of the U.S.
Securities and Exchange Commission (the " SEC ") in a letter addressed to Mr. Liotta, dated April 29, 2025 (the " Comment
Letter "), with respect to the Company's Draft Registration Statement on Form S-1 (the " Draft Registration Statement "),
submitted to the SEC on April 10, 2025. The Company is concurrently submitting a Registration Statement on Form S-1 (the " Registration
Statement "), which reflects the changes discussed in this Response that the Company made to address the Staff's comments
and other updates.

 For reference purposes,
each of the Staff's numbered comments from the Comment Letter is set forth in bold text below, followed by the Company's response
to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed to them in the Registration Statement.

 The responses below
are based on information provided to Dykema Gossett PLLC by the Company.

 Draft Registration Statement on
Form S-1 submitted April 10, 2025

 Prospectus Summary

 The Selling Stockholder Transactions,
page 4

 1. We note your disclosure that you must obtain stockholder approval for the issuance of shares of common
stock pursuant to the Securities Purchase Agreement "in no event later than the one hundred and thirty-fifth (135th) calendar day
after the date of the Initial Closing." We further note such 135th day passed on April 18, 2025 and you filed a Form 8-K on April
17, 2025 disclosing you adjourned your special meeting on April 15, 2025 to May 6, 2025 as you did not have a sufficient quorum entitled
to vote at that meeting. Please revise your disclosure to discuss your non-compliance with this covenant and include related risk factor
disclosure.

 Response : In response
to the Staff's comments, the Company has revised its disclosures on pages 4 and 28 of the Registration Statement. Further, the Company
respectfully advises the Staff that the Selling Stockholder is aware of the delay in obtaining the Stockholder Approval and there have
been no changes to the relationship between the parties while the Company continues to use its best efforts to hold the Stockholder Meeting
and obtain the Stockholder Approval.

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 May
7, 2025

 Page
2

 2. We note that it is a condition to the Second Tranche Note that you have satisfied your obligations
under the Settlement Agreement and Stipulation with Sunpeak Holdings Corporation that became effective on November 6, 2024. We further
note your disclosure that you intend to satisfy such condition prior to the issuance of the Second Tranche Note. Please update your disclosure
to discuss the status of such condition, including when you anticipate meeting your obligations under the agreement.

 Response : In response
to the Staff's comments, the Company has revised its disclosures on page 1 of the Registration Statement.

 Risk Factors

 Risks Related to This Offering

 Stockholders may experience dilution
of their ownership interest due to the issuance of additional shares of Common Stock..., page 29

 3. Please expand this risk factor to discuss the aggregate potential dilutive effect the Securities Purchase
Agreement may have on securityholders. In that regard, we note your disclosure on page 2 that a noteholder may waive any beneficial ownership
limitation, as to itself, upon at least sixty-one days prior notice, and that as of April 10, 2025, the maximum number of shares upon
conversion of all notes issued or issuable under the Securities Purchase agreement is 24,405,324 shares.

 Response : In response
to the Staff's comments, the Company has revised its disclosures on page 29 of the Registration Statement.

 * * *

 Thank you for your
review and consideration of the matters set forth in this Response and in the Registration Statement. If you have any questions, please
contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

 Sincerely,

 Dykema Gossett PLLC

 /s/ Kate Bechen

 Kate Bechen, Esq.

 cc:
 Mark Heinen

 Chief Financial Officer

 Volato Group, Inc.

 California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

Matthew Liotta
Chief Executive Officer
Volato Group, Inc.
1954 Airport Road
Suite 124
Chamblee, GA 30341

 Re: Volato Group, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 10, 2025
 CIK No. 0001853070
Dear Matthew Liotta:

 We have conducted a limited review of your 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.

Draft Registration Statement on Form S-1 submitted April 10, 2025
Prospectus Summary
The Selling Stockholder Transactions, page 4

1. We note your disclosure that you must obtain stockholder approval for
the issuance of
 shares of common stock pursuant to the Securities Purchase Agreement "in
no event
 later than the one hundred and thirty-fifth (135th) calendar day after
the date of the
 Initial Closing." We further note such 135th day passed on April 18,
2025 and you
 filed a Form 8-K on April 17, 2025 disclosing you adjourned your special
meeting on
 April 15, 2025 to May 6, 2025 as you did not have a sufficient quorum
entitled to vote
 at that meeting. Please revise your disclosure to discuss your
non-compliance with
 this covenant and include related risk factor disclosure.
 April 29, 2025
Page 2
2. We note that it is a condition to the Second Tranche Note that you have
satisfied
 your obligations under the Settlement Agreement and Stipulation with
Sunpeak
 Holdings Corporation that became effective on November 6, 2024. We
further note
 your disclosure that you intend to satisfy such condition prior to the
issuance of the
 Second Tranche Note. Please update your disclosure to discuss the status
of such
 condition, including when you anticipate meeting your obligations under
the
 agreement.
Risk Factors
Risks Related to This Offering
Stockholders may experience dilution of their ownership interest due to the
issuance of
additional shares of Common Stock..., page 29

3. Please expand this risk factor to discuss the aggregate potential
dilutive effect the
 Securities Purchase Agreement may have on securityholders. In that
regard, we note
 your disclosure on page 2 that a noteholder may waive any beneficial
ownership
 limitation, as to itself, upon at least sixty-one days prior notice, and
that as of April
 10, 2025, the maximum number of shares upon conversion of all notes
issued or
 issuable under the Securities Purchase agreement is 24,405,324 shares.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at
202-551-3763
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy
& Transportation
cc: Hallie D. Heath
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: KBechen@dykema.com March 21, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Morris Re: Volato Group, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed February 28, 2025 File No. 001-41104 Dear Mr. Morris: This response letter (this “ Response ”) is submitted on behalf of Volato Group, Inc. (the “ Company ”) in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ SEC ”) in a letter addressed to Mr. Heinen, dated March 14, 2025 (the “ Comment Letter ”), with respect to the Company’s Amendment No. 2 (“ Amendment No. 2 ”) to its preliminary proxy statement on Schedule 14A (the “ Proxy Statement ”), filed with the SEC on February 28, 2025. The Company is concurrently submitting a third amendment to the Proxy Statement (“ Amendment No. 3 ”), which reflects the changes discussed in this Response that the Company made to address the Staff’s comments and other updates. For reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed to them in Amendment No. 3. The responses below are based on information provided to Dykema Gossett PLLC by the Company. U.S. Securities and Exchange Commission Division of Corporate Finance March 18, 2025 Page 2 Revised Proxy Statement filed February 28, 2025 Potential Consequences if This Proposal is Approved, page 11 1. We note your response to prior comment 1 and re-issue the comment. In this regard, we note that the proposal, including disclosure in the final paragraph at page 10, appears to contemplate conversions in excess of the ownership limitation. We also note your disclosure appears to state that the 4.99% and 9.99% caps are waivable by the noteholder. Therefore, it appears that to the extent the noteholder choses to void the limitation it may do so in its discretion. Please disclose the percentage ownership that the buyer would hold if the cap is waived and the full amount of shares are purchased. Provide contextualizing disclosure as appropriate. Response : In response to the Staff’s comments, the Company has revised its disclosures on page 9 of Amendment No. 3. *             *             * Thank you for your review and consideration of the matters set forth in this Response and in Amendment No. 3. If you have any questions, please contact the undersigned at (414) 488-7333 or KBechen@dykema.com. Sincerely, Dykema Gossett PLLC /s/ Kate Bechen Kate Bechen, Esq. cc: Mark Heinen Chief Financial Officer Volato Group, Inc. California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

CORRESP
1
filename1.htm

Document

   Dykema Gossett PLLC

111 E. Kilbourn Ave.

Suite 1050

Milwaukee, WI 53202

www.dykema.com

Tel: 414-488-7300

    Kate Bechen

Direct Dial: (414) 488-7333

Email: KBechen@dykema.com

February 28, 2025

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Daniel Morris

 Re: Volato Group, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed December 31, 2024

    File No. 001-41104

Dear  Mr. Morris:

This response letter (this “Response”) is submitted on behalf of Volato Group, Inc. (the “Company”) in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Mr. Heinen, dated February 10, 2025 (the “Comment Letter”), with respect to the Company’s Amendment No. 1 (“Amendment No. 1”) to its preliminary proxy statement on Schedule 14A (the “Proxy Statement”), filed with the SEC on December 31, 2024. The Company is concurrently submitting a second amendment to the Proxy Statement (“Amendment No. 2”), which reflects the changes discussed in this Response that the Company made to address the Staff’s comments and other updates.

For reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed to them in Amendment No. 2.

The responses below are based on information provided to Dykema Gossett PLLC by the Company.

Revised Proxy Statement filed on January 27, 2025

Potential Consequences if This Proposal is Approved, page 11

1. We note your response to prior comment 2. Please disclose the percentage ownership that the buyer would hold if the cap is waived and the full amount of shares are purchased.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

February 28, 2025

Page 2

Response: In response to the Staff’s comment, we respectfully advise the staff that each 10% original issue discount senior unsecured convertible promissory note (collectively, the “Notes”) expressly prohibits the Company from effecting any conversion of a Note, and the Selling Stockholder does not have the right to convert any Note, to the extent that after giving effect to such conversion, the Selling Stockholder (together with its affiliated parties) collectively would beneficially own in excess of 4.99% of the shares of the Common Stock outstanding immediately after giving effect to the conversion. Any such conversion would be null and void and treated as if never made. This beneficial ownership limitation, subject to certain conditions, could be adjusted up to 9.99% upon 61 days prior written notice by the Selling Stockholder, which has not occurred.

The Company respectfully advises the Staff that it believes disclosing a hypothetical percentage of shares that would be held, if the Notes, including Notes that have not yet been issued and may never be issued, were fully converted would be misleading in the Proxy Statement and is inconsistent with the governing documents for the transaction. The SEC has long recognized that conversion caps identical to those in the Notes are legally binding and deny an investor the ability to acquire more than 4.99% or 9.99%, as the case may be, of the underlying equity securities of the issuer and affirm that the investor is not, by virtue of its ownership of convertible securities, the beneficial owner of equity securities in excess of the applicable conversion cap(s). Although the Beneficial Ownership Limitation is waivable with 61 days prior written notice, no such notice has been delivered and the parties have no intention of waiving the Beneficial Ownership Limitation.

The material terms of the transaction documents, including the Notes, are accurately described in the Proxy Statement, including under the heading “The Selling Stockholder Transactions.” The Proxy Statement also includes disclosure regarding the Beneficial Ownership Limitation and the Selling Stockholder’s beneficial ownership is disclosed in accordance with SEC rules and guidance. Adding speculative disclosure as to the theoretical beneficial ownership of the Selling Stockholder necessitates that the Company ignore the express terms of the Notes and doing so would be misleading in this Proxy Statement, and would not aid an investor in understanding the underlying terms of the transactions. In the event that the Beneficial Ownership Limitation was waived, the Company would deem that to be a material event which it would disclose to stockholders in a Current Report on Form 8-K.

2. We note your response to prior comment 4. However, please revise to provide illustrative examples showing the extent of the dilutive impact of issuances under the securities purchase agreement.

Response: In response to the Staff’s comments, the Company has revised its disclosures on pages 11 through 13 of Amendment No. 2.

Potential Consequences if This Proposal is Not Approved, page 11

3. We note your response to prior comment 5. Please disclose whether you currently expect to be able to make the amortization and interest payments that would be due if the proposal were not approved.

Response: In response to the Staff’s comments, the Company has revised its disclosures on page 13 of Amendment No. 2.

*             *             *

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

February 28, 2025

Page 3

Thank you for your review and consideration of the matters set forth in this Response and in Amendment No. 2. If you have any questions, please contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

  Sincerely,

  Dykema Gossett PLLC

  /s/ Kate Bechen

  Kate Bechen, Esq.

cc: Mark Heinen

  Chief Financial Officer

  Volato Group, Inc.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

CORRESP
1
filename1.htm

Document

   Dykema Gossett PLLC

111 E. Kilbourn Ave.

Suite 1050

Milwaukee, WI 53202

www.dykema.com

Tel: 414-488-7300

    Kate Bechen

Direct Dial: (414) 488-7333

Email: KBechen@dykema.com

January 27, 2025

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Michael Purcell and Daniel Morris

 Re: Volato Group, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed December 31, 2024

    File No. 001-41104

Dear Mr. Purcell and Mr. Morris:

This response letter (this “Response”) is submitted on behalf of Volato Group, Inc. (the “Company”) in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Mr. Heinen, dated January 17, 2025 (the “Comment Letter”), with respect to the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”), filed with the SEC on December 31, 2024. The Company is concurrently submitting a first amendment to the Proxy Statement (“Amendment No. 1”), which reflects the changes discussed in this Response that the Company made to address the Staff’s comments and other updates.

For reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed to them in Amendment No. 1.

The responses below are based on information provided to Dykema Gossett PLLC by the Company.

Preliminary Proxy Statement on Schedule 14A

PROPOSAL 2: ISSUANCE PROPOSAL, page 8

1. We note you entered into the Security Purchases Agreement with the institutional  investor (“Buyer”) and filed an 8-K detailing the agreement. However, in your December 4 Form 8-K and in this filing you do not name the Buyer. Please revise  your disclosure to name the institutional investor or explain why you do not need to do so. See Item 1.01(a)(1) of Form 8-K.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

January 27, 2025

Page 2

Response: In response to the Staff’s comments, the Company has revised its disclosure of the Securities Purchase Agreement throughout Amendment No. 1 to identify the Buyer.

2. Please detail whether the 9.99% Beneficial Ownership cap to the Securities Purchase  Agreement can be waived by either party.

Response: In response to the Staff’s comments, the Company has revised its disclosure of the Securities Purchase Agreement on page 9.

3. You disclose the Conversion Price will be reduced on the Fixed Price Reset Day, and the Floor Price will be reduced on the Floor Price Reset Date. Please provide disclosure on how you intend to inform the shareholders of the changes to the Conversion Price and Price Floor.

Response: In response to the Staff’s comments, the Company respectfully advises the Staff that the Company believes it has adequately informed stockholders of the mechanics through which a reduction in the Conversion Price and/or Floor Price may occur. Specifically, the Company filed a Current Report on Form 8-K with the Staff on December 5, 2024 (the “Form 8-K”), stating (among other things) that (i) the Conversion Price will reset on the three (3) month anniversary of the issuance date of each Note, on the same day of each third month thereafter, upon any trading day when the aggregate trading value of the Company’s common stock is equal to or greater than $250,000, and upon the occurrence of an Event of Default (as defined in the Notes); and (ii) the Floor Price will reset on the six (6) month anniversary of the issuance date of each Note, on the same day of every sixth month thereafter, or on a date as set forth in a written notice to the holder of the applicable Note. The Form 8-K also included a description of how the Conversion Price and Floor Price will be calculated on each applicable reset date. Amendment No. 1includes substantially similar disclosure.

In accordance with the Company’s regular reporting requirements under the Securities Exchange Act of 1934, as amended, the Company will file a Current Report on Form 8-K in the event that the parties amend the Securities Purchase Agreement or any Note whereby such amendment impacts the reset or calculation of the Conversion Price and/or Floor Price. Furthermore, the Conversion Price and/or Floor Price associated with any conversion of Notes into common stock will be reported by the Company in an applicable Quarterly Report on Form 10-Q or Annual Report on Form 10-K for the appropriate period.

4. Please detail any potential dilutive effects that the Securities Purchase Agreement, its approval, and its exercise may have on existing shareholders.

Response: In response to the Staff’s comments, the Company has revised its disclosure of the Securities Purchase Agreement on page 11.

5. Please expand your disclosure to detail any potential consequences if this Proposal is not approved. For example, please detail the company's ability to make amortization payments in the event that the proposal is not approved.

Response: In response to the Staff’s comments, the Company has revised its disclosure of the Securities Purchase Agreement on page 11.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

January 27, 2025

Page 3

6. Please provide all material terms of the Securities Purchase Agreement. For example, please provide the aggregate principal amount available in additional closings.

Response: In response to the Staff’s comments, the Company has revised its disclosure of the Securities Purchase Agreement on page 8.

General

7.  Please confirm neither proposal is related to a merger, acquisition, or similar material  transaction.

Response: In response to the Staff’s comments, the Company respectfully advises the Staff that neither proposal is related to a merger, acquisition, or similar material transaction.

*             *             *

Thank you for your review and consideration of the matters set forth in this Response and in Amendment No. 1. If you have any questions, please contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

  Sincerely,

  Dykema Gossett PLLC

  /s/ Kate Bechen

  Kate Bechen, Esq.

cc: Mark Heinen

  Chief Financial Officer

  Volato Group, Inc.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

January 17, 2025
Mark Heinen
Chief Financial Officer
Volato Group, Inc.
1954 Airport Road Suite 124
Chamblee, Georgia 30341
Re:Volato Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed December 31, 2024
File No. 001-41104
Dear Mark Heinen:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
PROPOSAL 2: ISSUANCE PROPOSAL, page 8
1.We note you entered into the Security Purchases Agreement with the institutional
investor ("Buyer") and filed an 8-K detailing the agreement. However, in your
December 4 Form 8-K and in this filing you do not name the Buyer. Please revise
your disclosure to name the institutional investor or explain why you do not need to
do so. See Item 1.01(a)(1) of Form 8-K.
2.Please detail whether the 9.99% Beneficial Ownership cap to the Securities Purchase
Agreement can be waived by either party.
3.You disclose the Conversion Price will be reduced on the Fixed Price Reset Day, and
the Floor Price will be reduced on the Floor Price Reset Date. Please provide
disclosure on how you intend to inform the shareholders of the changes to the
Conversion Price and Price Floor.
4.Please detail any potential dilutive effects that the Securities Purchase Agreement, its
approval, and its exercise may have on existing shareholders.

January 17, 2025
Page 2
5.Please expand your disclosure to detail any potential consequences if this Proposal is
not approved. For example, please detail the company's ability to make amortization
payments in the event that the proposal is not approved.
6.Please provide all material terms of the Securities Purchase Agreement. For example,
please provide the aggregate principal amount available in additional closings.
General
7.Please confirm neither proposal is related to a merger, acquisition, or similar material
transaction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

  Volato Group, Inc.

  1954 Airport Road, Suite 124

  Chamblee, Georgia 30341

  (844) 399-8998

  April 11, 2024

  VIA EDGAR

  Division of Corporation Finance

  U.S. Securities and Exchange Commission

  100 F Street N.E.

  Washington, D.C. 20549

            Re:

            Volato Group, Inc.

            Registration Statement on Form S-1

              File No. 333-276479

  Ladies and Gentlemen:

  In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Volato Group,
    Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1, as amended (File No. 333-276479), initially filed with the U.S. Securities and Exchange Commission on January 12, 2024,
    be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Monday, April 15, 2024 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

  If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond
    Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

           Very truly yours,

           Volato Group, Inc.

          By:

           /s/ Mark Heinen

           Mark Heinen

           Chief Financial Officer

CORRESP
1
filename1.htm

            April 2, 2024

            Via EDGAR

            Michael Purcell

            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:          Volato Group, Inc.

            Registration Statement on Form S-1

            Filed January 12, 2024

            File No. 333-276479

              Reid Avett

              Partner

              Direct Dial: 202-857-4425

              E-mail: reid.avett@wbd-us.com

    Dear Mr. Purcell:

    On behalf of our client, Volato Group, Inc. (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 February 28, 2024 with respect to the filing referenced above.

    Contemporaneously, we are filing Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment No. 2”), 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 Amendment No. 2. Capitalized terms
      used in this letter but not otherwise defined herein shall have the meanings ascribed to such terms in the Amendment No. 2.

    Amendment No. 1 to Registration Statement on Form S-1

    Risk Factors

    Risks Related to Being a Public Company

    Sales of Common Stock, or the perception of such sales, by us or the Selling Stockholders...,

    page 24

    1. We note your response to prior comment 3 and reissue in part. Please revise your disclosure to detail that even though the current trading price is below the SPAC IPO price, the holders of the Founder’s Shares may
      have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 22 of Amendment No. 2 in
      response to the Staff’s comment.

    Womble Bond Dickinson (US) LLP is a member of Womble Bond Dickinson (International) Limited, which consists of independent and autonomous law firms providing services in the US,
      the UK, and elsewhere around the world. Each Womble Bond Dickinson entity is a separate legal entity and is not responsible for the acts or omissions of, nor can bind or obligate, another Womble Bond Dickinson entity. Womble Bond Dickinson
      (International) Limited does not practice law. Please see www.womblebonddickinson.com/us/legal-notice for further details.

                April 2, 2024

                Page 2

    General

    2. We note your response to prior comment 7 and reissue in part. Please disclose the potential profit any selling stockholders will earn based on the current trading price due to differences in the purchase prices and
        the current trading price.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on the cover page and page 22 of
      Amendment No. 2 in response to the Staff’s comment.

    3. Please update your financial statements and related information for the fiscal year ended December 31, 2023. Refer to Rule 8-08(b) of Regulation S-X.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has updated its financial statement and related information to
      reflect the fiscal year ended December 31, 2023 throughout Amendment No. 2 in response to the Staff’s comment.

    * * *

    If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, you may reach me at (202) 857-4425.

            Very truly yours,

            /s/ Reid Avett

            Reid Avett

            cc:

            Mark Heinen

            Matthew Liotta

            Jennifer Liotta, Esq.

United States securities and exchange commission logo
February 28, 2024
Matthew Liotta
Chief Executive Officer
Volato Group, Inc.
1954 Airport Road, Suite 124
Chamblee, GA 30341
Re:Volato Group, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 9, 2024
File No. 333-276479
Dear Matthew Liotta:
            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 February 6, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Risks Related to Being a Public Company
Sales of Common Stock, or the perception of such sales, by us or the Selling Stockholders...,
page 24
1.We note your response to prior comment 3 and reissue in part. Please revise your
disclosure to detail that even though the current trading price is below the SPAC IPO
price, the holders of the Founder's Shares may have an incentive to sell because they will
still profit on sales because of the lower price that they purchased their shares than the
public investors.

 FirstName LastNameMatthew  Liotta
 Comapany NameVolato Group, Inc.
 February 28, 2024 Page 2
 FirstName LastName
Matthew  Liotta
Volato Group, Inc.
February 28, 2024
Page 2
General
2.We note your response to prior comment 7 and reissue in part. Please disclose the
potential profit any selling stockholders will earn based on the current trading price due to
differences in the purchase prices and the current trading price.
3.Please update your financial statements and related information for the fiscal year ended
December 31, 2023. Refer to Rule 8-08(b) of Regulation S-X.
            Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Reid Avett

CORRESP
1
filename1.htm

    February 9, 2024

    Michael Purcell

    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:

            Volato Group, Inc.

            Registration Statement on Form S-1

            Filed January 12, 2024

            File No. 333-276479

    Dear Mr. Purcell:

    On behalf of Volato Group, Inc. (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 February 6, 2024 with respect to the filing referenced above.

    Contemporaneously, the Company is filing Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment No. 1”), 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 Amendment No. 1. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings ascribed to such terms in the Amendment No. 1.

    Registration Statement on Form S-1 Cover Page

    1. For each of the common shares and warrants being registered for resale, disclose the price that the selling securityholders paid for such shares or the securities overlying such shares.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on the Cover Page and pages v, and 108
      of Amendment No. 1 in response to the Staff’s comment.

    2. Disclose the exercise price of the warrants compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant holders
        will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock
        price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on the Cover Page and pages 6, 24, 31 and 69 of Amendment
      No. 1 in response to the Staff’s comment.

    Risk Factors

    Risks Related to Being a Public Company

    Sales of Common Stock, or the perception of such sales, by us or the Selling Stockholders..., page 24

    3. In the last paragraph of this risk factor you disclose that while the selling stockholders may experience a positive rate of return on their investment in your common stock as a result of
        potential future sales, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the trading price. Please revise your risk factors to also include the
        purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is below the SPAC IPO price,
        the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 24 of Amendment No. 1 in response to the Staff’s
      comment.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 57

    4. We note that the projected revenues for 2023 were $136.8 million, as set forth in the unaudited prospective financial information management prepared and provided to the Board, the company’s
        financial advisors and PROOF Acquisition Corp. in connection with the evaluation of the Business Combination. We also note that your actual revenues for the Nine Months Ended September 30, 2023 was approximately $41.8 million. It appears that you
        will miss your 2023 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and
        liquidity in light of these circumstances.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on the page 66 of Amendment No. 1 in response to the
      Staff’s comment.

    5. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the
        exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is
        likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on the pages 66 of Amendment No. 1 in response to the
      Staff’s comment.

    6. Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the
        market price of the company’s common stock. Your discussion should highlight the fact that common stock being offered for resale pursuant to this prospectus by the Selling Stockholders represent approximately 45% of the shares of common stock
        outstanding, and that such selling shareholders will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 58 of Amendment No. 1 in response to the Staff’s
      comment.

    General

    7. Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the
        prices that the Sponsor and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor and other selling securityholders may
        experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading
        price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price.

    RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on the Cover Page and on page v, 24, and 109 of Amendment
      No. 1 in response to the Staff’s comment. The Company respectfully advises the staff that with respect to the disclosure requested in the last sentence of the above comment, the Company believes such disclosure is not meaningful to potential offerees
      because (i) in the case of the Founder Shares, the disclosed purchase price of less than $0.01 per share is neglible in calculating the potential profit that would be earned based on the current trading price, and (ii) in the case of the other
      securities being offered for resale in the prospectus, the selling securityholders will not earn a profit at this time as the current trading price of the stock is below the price paid per share or are currently out of the money.

      If you have any questions or comments regarding this letter, please contact me at 404-868-4095 or our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, at (202) 857-4425, or by email at
        reid.avett@wbd-us.com.

                Kind Regards

              /s/ Mark Heinen

              Mark Heinen

              Chief Financial Officer

               cc:

                Reid Avett

              Womble Bond Dickinson (US) LLP

United States securities and exchange commission logo
February 6, 2024
Matthew Liotta
Chief Executive Officer
Volato Group, Inc.
1954 Airport Road, Suite 124
Chamblee, GA 30341
Re:Volato Group, Inc.
Registration Statement on Form S-1
Filed January 12, 2024
File No. 333-276479
Dear Matthew Liotta:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1
Cover Page
1.For each of the common shares and warrants being registered for resale, disclose the price
that the selling securityholders paid for such shares or the securities overlying such shares.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
securities. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.

 FirstName LastNameMatthew  Liotta
 Comapany NameVolato Group, Inc.
 February 6, 2024 Page 2
 FirstName LastName
Matthew  Liotta
Volato Group, Inc.
February 6, 2024
Page 2
Risk Factors
Risks Related to Being a Public Company
Sales of Common Stock, or the perception of such sales, by us or the Selling Stockholders...,
page 24
3.In the last paragraph of this risk factor you disclose that while the selling stockholders
may experience a positive rate of return on their investment in your common stock as a
result of potential future sales, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in their purchase prices and
the trading price. Please revise your risk factors to also include the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Also disclose that even though the
current trading price is below the SPAC IPO price, the private investors have an incentive
to sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
57
4.We note that the projected revenues for 2023 were $136.8 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
Board, the company’s financial advisors and PROOF Acquisition Corp. in connection
with the evaluation of the Business Combination. We also note that your actual revenues
for the Nine Months Ended September 30, 2023 was approximately $41.8 million. It
appears that you will miss your 2023 revenue projection. Please update your disclosure in
Liquidity and Capital Resources, and elsewhere, to provide updated information about the
company’s financial position and further risks to the business operations and liquidity in
light of these circumstances.
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.

 FirstName LastNameMatthew  Liotta
 Comapany NameVolato Group, Inc.
 February 6, 2024 Page 3
 FirstName LastName
Matthew  Liotta
Volato Group, Inc.
February 6, 2024
Page 3
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that common stock being offered for resale pursuant to this prospectus
by the Selling Stockholders represent approximately 45% of the shares of common stock
outstanding, and that such selling shareholders will be able to sell all of their shares for so
long as the registration statement of which this prospectus forms a part is available for
use.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor and other selling securityholders acquired their shares
and warrants, and the price that the public securityholders acquired their shares and
warrants. Disclose that while the Sponsor and other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Reid Avett

CORRESP
1
filename1.htm

  PROOF Acquisition Corp I

  11911 Freedom Drive, Suite 1080

  Reston, VA 20190

  November 9, 2023

  Securities and Exchange Commission

  Division of Corporation Finance

  Office of Energy & Transportation

  100 F Street NE

  Washington, D.C. 20549-3561

          Attn:

          Cheryl Brown, Esq.

          Re:

          PROOF Acquisition Corp I

          Amendment No. 4 to Registration Statement on Form S-4

          Filed November 3, 2023

          File No. 333-274082

  Dear Ms. Brown.:

  PROOF Acquisition Corp I (the “Company”) hereby respectfully requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-4 to become
    effective no later than 4:00 p.m. on Monday, November 13, 2023, or as soon as practical thereafter, or at such other time thereafter as our counsel, Steptoe & Johnson LLP, may request by telephone.  The Company also hereby respectfully requests a
    copy of the written order verifying the effective date and time.

  Should any questions arise in connection with the filing or this letter, please contact Scott D. Fisher at (212) 506-3900 or sfisher@steptoe.com. Thank you for your assistance.

          Sincerely,

        /s/ Michael Zarlenga

          Michael Zarlenga

          General Counsel & Corporate Secretary

          PROOF Acquisition Corp I

          cc:

          Scott D. Fisher

          Steptoe & Johnson LLP

CORRESP
1
filename1.htm

    PROOF Acquisition Corp I

  11911 Freedom Drive, Suite 1080

  Reston, VA 20190

  November 8, 2023

  Securities and Exchange Commission

  Division of Corporation Finance

  Office of Energy & Transportation

  100 F Street NE

  Washington, D.C. 20549-3561

  Attn: Cheryl Brown, Esq.

            Re:

            PROOF Acquisition Corp
                  I

              Registration Statement on Form S-4 (“Proxy Statement/Prospectus”)

              File No. 333-274082

              Withdrawal of Acceleration Request

  Dear Ms. Brown.:

  Reference is made to our letter, filed as correspondence via EDGAR on November 6, 2023, in which we requested the acceleration of the effective date of the
    above-referenced Proxy Statement/Prospectus for 4:30 p.m., Eastern Time, on Wednesday, November 8, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended.

  We are no longer requesting that such Proxy Statement/Prospectus be declared effective at this time, and we hereby formally withdraw our request for
    acceleration of the effective date.

  If you have any questions regarding this matter, please do not hesitate to contact Scott D. Fisher, Steptoe & Johnson LLP, at (212) 506-3900 or
    sfisher@steptoe.com.

          Sincerely,

        /s/ Michael Zarlenga

          Michael Zarlenga

          General Counsel & Corporate Secretary

          PROOF Acquisition Corp I

          cc:

          Scott D. Fisher

          Steptoe & Johnson LLP

CORRESP
1
filename1.htm

    PROOF Acquisition Corp I

    11911 Freedom Drive, Suite 1080

    Reston, VA 20190

    November 6, 2023

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street NE

    Washington, D.C. 20549-3561

            Attn:

            Cheryl Brown, Esq.

            Re:

            PROOF Acquisition Corp I

            Amendment No. 3 to Registration Statement on Form S-4

            Filed October 31, 2023

            File No. 333-274082

    Dear Ms. Brown.:

    PROOF Acquisition Corp I (the “Company”) hereby respectfully requests that the U.S. Securities and Exchange Commission take appropriate action to cause the
      above-referenced Registration Statement on Form S-4 to become effective no later than 4:30 pm on Wednesday, November 8, 2023, or as soon as practical thereafter, or at such other time thereafter as our counsel, Steptoe & Johnson LLP, may request
      by telephone.  The Company also hereby respectfully requests a copy of the written order verifying the effective date and time.

    Should any questions arise in connection with the filing or this letter, please contact Scott D. Fisher at (212) 506-3900 or sfisher@steptoe.com. Thank you
      for your assistance.

            Sincerely,

              /s/ Michael Zarlenga

            Michael Zarlenga

            General Counsel & Corporate Secretary

            PROOF Acquisition Corp I

            cc:

            Scott D. Fisher

            Steptoe & Johnson LLP

CORRESP
1
filename1.htm

    November 3, 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

              Amendment No. 3 to Registration Statement on Form S-4

              Filed October 31, 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 November 2, 2023 with respect to the filing referenced above.

    Contemporaneously, we are filing Amendment No. 4 to the Registration Statement on Form S-4 (the “Amendment No. 4”), 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.

    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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has filed the Letter of Advisory Engagement, dated as of October 16, 2023, by and between Volato, Inc. and Roth Capital Partners, LLC as
      Exhibit 10.17 to the Proxy Statement/Prospectus. Accordingly, the Company has further revised its disclosure on page F-25 of the Proxy Statement/Prospectus.

    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 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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 136 of the Proxy Statement/Prospectus in response to the Staff’s comment.

    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.

    RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has revised the Form of Proxy Card which is re-filed as Exhibit 99.2 to the Proxy Statement/Prospectus. Accordingly, the Company has also
      made corresponding changes throughout the Proxy Statement/Prospectus.

    If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, you may reach me at (212) 378-7507.

            Very truly yours,

            By:
            /s/ Scott D. Fisher

              Scott D. Fisher

    Enclosures

    cc:          John Backus, Jr.

    PROOF Acquisition Corp I

United States securities and exchange commission logo
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.

CORRESP
1
filename1.htm

    October 31, 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

    Amendment No. 2 to Registration Statement on Form S-4

    Filed October 20, 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 October 27, 2023 with respect to the filing referenced above.

    Contemporaneously, we are filing Amendment No. 3 to the Registration Statement on Form S-4 (the “Amendment No. 3”), 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.

    Financial Statements for Volato Inc.

    For the Year Ended December 31, 2022

    Note 2 Summary of Significant Accounting Policies

    Revenue Recognition, page F-36

              1.

              We note your response to prior comment 13 and reissue the comment in part. In the revised revenue recognition policy, you indicate that “...Occasionally, we offer credits to customers of
                our Volato Insider and Stretch Card agreements in excess of the cash deposit received as an incentive offering. These credits are non-refundable and are recorded as a contract liability until they are either used or expired. ...” However,
                you continue to disclose on page 135 that “....Insider deposit customers have preferred access for charter requests over general charter, and the program is fully refundable for any unused balances...” Additionally on page 135, you disclose
                that “[u]nused balances may be refunded at any time...” related to the Volato Stretch Jet Card. Please revise to reconcile or remove the inconsistent disclosures on page 135.

      RESPONSE:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 136 of the Proxy Statement/Prospectus in response to the Staff’s comment.

    Additionally, in a telephone conversation on October 27, 2023, the Staff conveyed an additional comment relating to the Charter Amendment Proposal and inclusion of a draft proxy card. In response to this comment, the
      Company has updated the Proxy Statement/Prospectus so that the Company will pursue votes for approval of the Charter Amendment Proposal and separately pursue non-binding advisory votes for each Advisory Charter Proposals. The Company has also
      included a draft proxy card in the Proxy Statement/Prospectus.

    Last, as part of Volato’s review of its accounting policies and in preparation of being a public company, Volato has elected to adopt ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and
      Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” as of January 1, 2023. The ASU simplifies the accounting for convertible instruments by
      eliminating the cash conversion and the beneficial conversion feature (BCF) accounting models for convertible debt and convertible preferred stock, removing certain settlement conditions that are required for equity-linked contracts to qualify for
      the derivative scope exception, and it simplifies the diluted earnings (loss) per share calculation in certain areas.

      The Company initially reported an approximate $15M non-cash expense in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022, as a result of the conversion of the 2022 unsecured convertible notes in
      July 2023 and the 2023 unsecured convertible notes which were deemed to contain a contingent BCF upon issuance. With the early adoption of ASU 2020-06, the contingent BCF and the related expense is eliminated.

     Therefore, Volato has added an adoption disclosure in its Q2 financial statements to address the adoption. The adoption does not impact Volato’s historical financial
        statements issued to date. However, it does impact the pro-forma filed in the Proxy Statement/Prospectus which has been updated, as noted above, to remove this non-cash BCF expense. Accordingly, additional disclosure has been made on page F-14 of
        the Proxy Statement/Prospectus.

    If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, you may reach me at (212) 378-7507.

            Very truly yours,

            By:

            /s/ Scott D. Fisher

              Scott D. Fisher

    Enclosures

    cc:

    John Backus, Jr.

    PROOF Acquisition Corp I

United States securities and exchange commission logo
October 27, 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. 2 to Registration Statement on Form S-4
Filed October 20, 2023
File No. 333-274082
Dear John C. Backus:
            We have reviewed your amended registration statement and have the following comment.
            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 13, 2023 letter.
Amendmend No. 2 to Registration Statement on Form S-4 filed October 20, 2023
Financial Statements for Volato Inc.
For the Year Ended December 31, 2022
Note 2 Summary of Significant Accounting Policies
Revenue Recognition, page F-36
1.We note your response to prior comment 13 and reissue the comment in part.   In the
revised revenue recognition policy, you indicate that "...Occasionally, we offer credits to
customers of our Volato Insider and Stretch Card agreements in excess of the cash deposit
received as an incentive offering. These credits are non-refundable and are recorded as a
contract liability until they are either used or expired. ..."  However,
you continue to disclose on page 135 that "....Insider deposit customers have preferred
access for charter requests over general charter, and the program is fully refundable for
any unused balances..." Additionally on page 135, you disclose that "[u]nused balances
may be refunded at any time..." related to the Volato Stretch Jet Card.  Please revise to

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 October 27, 2023 Page 2
 FirstName LastName
John C. Backus, Jr.
PROOF Acquisition Corp I
October 27, 2023
Page 2
reconcile or remove the inconsistent disclosures on page 135.
            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.

CORRESP
1
filename1.htm

      October 20, 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

      Amendment No. 1 to Registration Statement on Form S-4

      Filed September 25, 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 October 13, 2023 with respect to the filing referenced above.

      Contemporaneously, we are filing Amendment No. 2 to the Registration Statement on Form S-4 (the “Amendment No. 2”), 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.

      Summary of the Proxy Statement/Prospectus

      Redemption Rights, page 8

              1.

                You disclose that your current Charter provides you will not consummate any business combination transaction unless you have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the
                  Exchange Act, or any successor rule) of at least $5,000,001 (so that you are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to your
                  initial Business Combination. However, you further disclose that your current Charter will be amended and restated immediately prior to the Business Combination, such that such limitation will no longer apply, and that you anticipate your
                  Class A Common Stock will be listed on the NYSE, which provides a separate exception from being subject to the “penny stock” rules. In this regard, in a risk factor on page 44 entitled "If Volato fails to comply with the listing
                  requirements..." you disclose that your continued listing on the NYSE depends on having at least 300 round lot holders, and that shares locked up pursuant to the lock-up agreements will not be counted for purposes of the listing
                  requirement. You disclose that you expect to be able to meet the required number of round lot holders as of the closing date, but that the NYSE may delist your common stock or warrants from trading on its exchange for failure to meet the
                  continued listing standards, including the round lot holders requirement. If you remove the net tangible asset provision of your Charter, and you thereafter do not otherwise meet the listing standards of the NYSE, please revise to provide
                  clear disclosure that as a result of removing this provision from your Charter, your securities could fall within the definition of penny stock and clearly discuss the risk to the company and investors if your securities were to fall
                  within the definition of penny stock.

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 45 of the Proxy Statement/Prospectus in response to the Staff’s comment.

      Note 1 - Description of the Transaction, page 21

              2.

                Please clarify and reconcile your disclosure stating the purchase price of $190 million will be paid in Class A Common Stock of PACI at a value of $10.00 per share with the disclosure on page 17, which states
                  the value of Class A Common Stock of PACI is $10.45 per share.

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 17, 18, 22, and 47 of the Proxy Statement/Prospectus in response to the Staff’s comment.

      Unaudited Pro Forma Condensed

      Note 3 - Transaction Accounting Adjustments to the PACI and Volato Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023, page 21

              3.

                We note your response to prior comment 6 and reissue in part. Please expand your disclosure in note (F) 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. A detailed table listing the shares issued by holder may be helpful to clarify the pro forma shares outstanding under the minimum and maximum
                  redemption scenarios.

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 22 of the Proxy Statement/Prospectus in response to the Staff’s comment.

              4.

                Please expand your note disclosures to identify all pro forma adjustments recorded to remove the historical equity of Proof. For example, it is currently unclear what adjustments have been recorded to remove
                  the historical balance of Proof's common stock.

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 22 and 23 of the Proxy Statement/Prospectus in response to the Staff’s comment.

      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 22

              5.

                We note your response to prior comment 11, indicating that adjustment (BB) reflects transaction costs, including (i) legal, (ii) accounting, (iii) consulting and (iv) other fees, incurred by PACI to
                    complete the merger. Please tell us your basis of presenting a reduction in interest expenses in the amount of $465K in the pro forma income statement on page 19 and how this adjustment relates to
                    adjustment (BB). Expand your disclosures in Note 4 to include a description for the nature of the adjustment (BB).

      RESPONSE:

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

      Note 6 - Loss Per Share, page 23

              6.

                We note at the Closing, up to 18,186,242 shares of your 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 illustrate how you determine these shares.

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and advises the Staff that the number of shares of Class A Common Stock to be issued by PACI in exchange for all outstanding share of
        Volato common stock and preferred stock on an as-converted basis is subject to an exchange ratio as set forth in the Business Combination Agreement. The Company has further revised its disclosure on pages 17, 18, 22, and 47 of the Proxy
        Statement/Prospectus in response to the Staff’s comment.

              7.

                As the tables detailing Net Loss per Share give effect to the Volato capital raises on July 21, 2023 and September 1, 2023, please clarify where these newly issued shares have been reflected in the table.
                  Reconcile the number of shares with the disclosure on page 11, which states the 6,900,000 expected to be owned by the Sponsor, the PROOF.vc SPV and BlackRock excludes shares issued in the Private Financing. We further note your disclosure
                  on page 7 an additional 715,751 shares of Volato common stock will be issued to the Sponsor as a result of the exchange of Series A-1 Preferred Stock of Volato. Revise your disclosures to more clearly reflect the new shares to be issued
                  in connection with the Business Combination transaction on a pro forma basis.

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and advises the Staff that the newly issued shares in the Volato capital raises on July 21, 2023 and September 1, 2023 have been reflected
        in the table as part of those shares held by Volato stockholders. The 6,900,000 shares of Class A Common Stock expected to be owned by the Sponsor, the PROOF.vc SPV and BlackRock are converted from PACI’s Class B Common Stock upon the Business
        Combination and they exclude the Volato common stock issued to the Sponsor and the PROOF.vc SPV in the Series A-1 Private Financing. In response to the Staff’s comment, the Company has further revised its disclosure on pages 22 and 23 of the Proxy
        Statement/Prospectus to clarify the new shares to be issued to the Sponsor, the PROOF.vc SPV and Blackrock in connection with the Business Combination.

      Certain Forecasted Financial Information for Volato, page 81

              8.

                We note your response to prior comment 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 discuss how your forecasted financial information is consistent with Volota's historical
                  operating trends and identify the factors or contingencies that may affect such growth from ultimately materializing. In this regard we note that in its historical financial statements, Volota has experienced revenue growth in certain
                  periods, but has had a consistent net loss, negative cash flow from operations, and negative Adjusted EBITDA. Please also discuss the process undertaken to formulate the projections and assumptions, and disclose how they were used. For
                  example, as you indicate in your response letter, disclose if the narrative of Volota's material estimates and hypothetical assumptions disclosed on page 76 were all the material assumptions underlying the projections that were shared
                  with the PACI Board, the Special Committee, and LSH. If any further material assumptions that form the basis of the projections were shared with the PACI Board, the Special Committee or LSH, please disclose such material assumptions.

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and has revised its disclosure beginning on page 78 of the Proxy Statement/Prospectus in response to the Staff’s comment.

      Further, the Company respectfully advises the Staff that Volato’s management team initially developed its forecasted financial information and projections based on a series of assumptions that
        Volato developed over time which Volato believes is consistent with the market in which Volato operates and Volato’s historical operating trends, taking into account the estimates and assumptions set forth in the Proxy Statement/Prospectus,
        including sufficient capitalization for Volato to purchase additional aircraft and build-out its fleet. While Volato acknowledges its historical net losses, negative cash flow from operations and negative Adjusted EBITDA, the forecasted financial
        information is consistent with Volato management’s internal business plans and historical experience assuming sufficient capitalization and has been further adjusted by PACI in connection with their review with LSH and which are now reflected in
        the forecasts contained herein.  In addition, the Company respectfully advises the Staff that the Proxy Statement/Prospectus discloses factors or contingencies that may prevent Volato from achieving its growth plans; please refer to the Risk
        Factors section including the risk factors titled “We may not be able to successfully implement Volato’s growth strategies.” on page 28 and “Volato’s financial forecasts, which were presented to the PACI Board and are included in this proxy
        statement/prospectus, may not prove accurate.” on page 40.

              9.

                You disclose on page 79 that on July 24, 2023, Volato shared an updated set of projections with LSH and PACI, including adjustments proposed by PACI management reducing revenue attributable to certain
                    Volato software, which is in development. Please disclose such updated projections and/or confirm if you have disclosed such updated projections and all projections that the PACI Board considered
                    in making its recommendation.

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and advises the Staff that the projections disclosed beginning on page 84 of the Proxy Statement/Prospectus are the updated projections
        shared by Volato with LSH and PACI on July 24, 2023 and are the final updated projections relied upon by PACI management and LSH. The Company confirms that it has disclosed such updated projections and all projections that the PACI Board considered
        in making its recommendation. The Company has revised its disclosure on pages 80 and 83 of the Proxy Statement/Prospectus in response to the Staff’s comment.

      Material U.S. Federal Income Tax Considerations

      Tax Treatment of Business Combination, page 112

              10.

                We note your disclosure that the parties to the Business Combination Agreement intend that, for U.S. federal income tax purposes, the Business Combination be treated as a “reorganization” within the meaning
                  of Section 368(a) of the Code. We also note your tax opinion in Exhibit 8.1 in which Steptoe & Johnson LLP provides its opinion that under U.S. federal income tax law the Merger will be treated as a reorganization within the meaning
                  of Section 368(a) of the Internal Revenue Code and your counsel confirms that the statements made in the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations” constitute its opinion as to the material
                  U.S. federal income tax consequences. Please revise your prospectus to state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of the named counsel, and also identify and articulate the opinion
                  being rendered. See Item 601(b)(8) of Regulation S-K and Section III.B. of Staff Legal Bulletin No. 19 (October 14, 2011).

      RESPONSE:

      The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 108 and 113 of the Proxy Statement/Prospectus in response to the Staff’s comment.

      Social Impact Initiatives, page 138

              11.

                We note your response to prior comment 24. You revised to disclose that although Volato does not perform any independent monitoring, 4AIR’s carbon offset program is quantified and verified by several leading
                  carbon offset registries which issue serial numbers to Volato for each retirement of the carbon offset. Since you do not conduct any independent monitoring, please also disclose the

United States securities and exchange commission logo
October 13, 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. 1 to Registration Statement on Form S-4
Filed September 25, 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 September 14, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed September 25, 2023
Summary of the Proxy Statement/Prospectus
Redemption Rights, page 8
1.You disclose that your current Charter provides you will not consummate any business
combination transaction unless you have net tangible assets (as determined in accordance
with Rule 3a51-1(g)(1) of the Exchange Act, or any successor rule) of at least $5,000,001
(so that you are not subject to the SEC’s “penny stock” rules) or any greater net tangible
asset or cash requirement which may be contained in the agreement relating to your initial
Business Combination.  However, you further disclose that your current Charter will be
amended and restated immediately prior to the Business Combination, such that such
limitation will no longer apply, and that you anticipate your Class A Common Stock will
be listed on the NYSE, which provides a separate exception from being subject to the
“penny stock” rules.  In this regard, in a risk factor on page 44 entitled "If Volato fails to

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 October 13, 2023 Page 2
 FirstName LastNameJohn C. Backus, Jr.
PROOF Acquisition Corp I
October 13, 2023
Page 2
comply with the listing requirements..." you disclose that your continued listing on the
NYSE depends on having at least 300 round lot holders, and that shares locked up
pursuant to the lock-up agreements will not be counted for purposes of the listing
requirement.  You disclose that you expect to be able to meet the required number of
round lot holders as of the closing date, but that the NYSE may delist your common stock
or warrants from trading on its exchange for failure to meet the continued listing
standards, including the round lot holders requirement.  If you remove the net tangible
asset provision of your Charter, and you thereafter do not otherwise meet the listing
standards of the NYSE, please revise to provide clear disclosure that as a result of
removing this provision from your Charter, your securities could fall within the definition
of penny stock and clearly discuss the risk to the company and investors if your securities
were to fall within the definition of penny stock.
Note 1 - Description of the Transaction, page 21
2.Please clarify and reconcile your disclosure stating the purchase price of $190 million will
be paid in Class A Common Stock of PACI at a value of $10.00 per share with the
disclosure on page 17, which states the value of Class A Common Stock of PACI is
$10.45 per share.
Unaudited Pro Forma Condensed
Note 3 - Transaction Accounting Adjustments to the PACI and Volato Unaudited Pro Forma
Condensed Combined Balance Sheet as of June 30, 2023, page 21
3.We note your response to prior comment 6 and reissue in part.  Please expand your
disclosure in note (F) 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.  A detailed table listing the shares
issued by holder may be helpful to clarify the pro forma shares outstanding under the
minimum and maximum redemption scenarios.
4.Please expand your note disclosures to identify all pro forma adjustments recorded to
remove the historical equity of Proof.  For example, it is currently unclear what
adjustments have been recorded to remove the historical balance of Proof's common
stock.
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 22
5.We note your response to prior comment 11, indicating that adjustment (BB)
reflects transaction costs, including (i) legal, (ii) accounting, (iii) consulting and (iv) other
fees, incurred by PACI to complete the merger.  Please tell us your basis of presenting a
reduction in interest expenses in the amount of $465K in the pro forma income statement

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 October 13, 2023 Page 3
 FirstName LastNameJohn C. Backus, Jr.
PROOF Acquisition Corp I
October 13, 2023
Page 3
on page 19 and how this adjustment relates to adjustment (BB).  Expand your disclosures
in Note 4 to include a description for the nature of the adjustment (BB).
Note 6 - Loss Per Share, page 23
6.We note at the Closing, up to 18,186,242 shares of your 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 illustrate how
you determine these shares.
7.As the tables detailing Net Loss per Share give effect to the Volato capital raises on July
21, 2023 and September 1, 2023, please clarify where these newly issued shares have been
reflected in the table.  Reconcile the number of shares with the disclosure on page 11,
which states the 6,900,000 expected to be owned by the Sponsor, the PROOF.vc SPV and
BlackRock excludes shares issued in the Private Financing.  We further note your
disclosure on page 7 an additional 715,751 shares of Volato common stock will be issued
to the Sponsor as a result of the exchange of Series A-1 Preferred Stock of Volato.  Revise
your disclosures to more clearly reflect the new shares to be issued in connection with the
Business Combination transaction on a pro forma basis.
Certain Forecasted Financial Information for Volato, page 81
8.We note your response to prior comment 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 discuss how your forecasted financial information is consistent with
Volota's historical operating trends and identify the factors or contingencies that may
affect such growth from ultimately materializing.  In this regard we note that in its
historical financial statements, Volota has experienced revenue growth in certain periods,
but has had a consistent net loss, negative cash flow from operations, and negative
Adjusted EBITDA.  Please also discuss the process undertaken to formulate the
projections and assumptions, and disclose how they were used.  For example, as you
indicate in your response letter, disclose if the narrative of Volota's  material estimates and
hypothetical assumptions disclosed on page 76 were all the material assumptions
underlying the projections that were shared with the PACI Board, the Special Committee,
and LSH.  If any further material assumptions that form the basis of the projections were
shared with the PACI Board, the Special Committee or LSH, please disclose such material
assumptions.
9.You disclose on page 79 that on July 24, 2023, Volato shared an updated set of
projections with LSH and PACI, including adjustments proposed by PACI management
reducing revenue attributable to certain Volato software, which is in development.  Please

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 October 13, 2023 Page 4
 FirstName LastName
John C. Backus, Jr.
PROOF Acquisition Corp I
October 13, 2023
Page 4
disclose such updated projections and/or confirm if you have disclosed such updated
projections and all projections that the PACI Board considered in making its
recommendation.
Material U.S. Federal Income Tax Considerations
Tax Treatment of Business Combination, page 112
10.We note your disclosure that the parties to the Business Combination Agreement intend
that, for U.S. federal income tax purposes, the Business Combination be treated as a
“reorganization” within the meaning of Section 368(a) of the Code.  We also note your tax
opinion in Exhibit 8.1 in which Steptoe & Johnson LLP provides its opinion that under
U.S. federal income tax law the Merger will be treated as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code and your counsel confirms that
the statements made in the Registration Statement under the caption “Material U.S.
Federal Income Tax Considerations” constitute its opinion as to the material U.S. federal
income tax consequences.  Please revise your prospectus to state clearly that the
disclosure in the tax consequences section of the prospectus is the opinion of the named
counsel, and also identify and articulate the opinion being rendered. See Item 601(b)(8) of
Regulation S-K and Section III.B. of Staff Legal Bulletin No. 19 (October 14, 2011).
Social Impact Initiatives, page 138
11.We note your response to prior comment 24.  You revised to disclose that although Volato
does not perform any independent monitoring, 4AIR’s carbon offset program is quantified
and verified by several leading carbon offset registries which issue serial numbers to
Volato for each retirement of the carbon offset. Since you do not conduct any independent
monitoring, please also disclose the risks that such offset programs purchased may not
achieve the stated CO2 reduction or avoidance.  To the extent material, please discuss the
financial cost of purchasing offsets.
Financial Statements for Volato Inc.
For Six Months Ended June 30, 2023
Note 6 - Equity-Method Investment, page F-16
12.We note your response to prior comment 30, indicating you believe that your accounting
treatment of recognizing previously deferred gross profit is consistent with the guidance
under Accounting Standards Codification (ASC) 323 and 810.  Please tell us in more
details why you believe that this accounting treatment is appropriate and cite the
specific authoritative accounting literature you utilized to support your conclusion.  We
re-issue the comment.

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 October 13, 2023 Page 5
 FirstName LastName
John C. Backus, Jr.
PROOF Acquisition Corp I
October 13, 2023
Page 5
Financial Statements for Volato Inc.
For the Year Ended December 31, 2022
Note 2 Summary of Significant Accounting Policies
Revenue Recognition, page F-36
13.We have reviewed your response to prior comment 35 and the revised disclosure noting
the following inconsistencies:

•You indicated on page F-10 and F-36 that "...revenues are recognized on a gross basis
and presented on the consolidated statements of income net of rebates, discounts,
amortization of prepaid product discounts, and taxes collected concurrent with
revenue-producing activities..."  However, you also stated that "... The Company’s
contracts with its customers do not contain variable consideration such as discounts,
rebates, refunds, or credits...."

•You disclosed on page F-10 that "...Deposits that are provided under the Volato
Insider Membership program or the Volato Stretch Card agreements are treated as
contract liabilities when the funds are received and are reduced as the flights are
utilized.  Any deposits that are not utilized over 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.  All credits associated with
these programs are non- refundable...."  However, you disclosed on page 134
that "....Insider deposit customers have preferred access for charter requests over
general charter, and the program is fully refundable for any unused
balances..." Additionally on page 134, you disclose that "[u]nused balances may be
refunded at any time..." related to the Volato Stretch Jet Card.

Please revise to reconcile or remove the inconsistent disclosures.
14.We note your response to prior comment 38, indicating that you recognize revenue on a
gross basis as you have determined that you are the principal in the these arrangements.
Please revise your disclosure to disclose more clearly the circumstances under which
you act as a principal for each revenue stream and the basis for your conclusion.   In your
disclosure, explain how you treat out-of-pocket expense and other cost reimbursements.
We reissue prior comment in part.

 FirstName LastNameJohn C. Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 October 13, 2023 Page 6
 FirstName LastName
John C. Backus, Jr.
PROOF Acquisition Corp I
October 13, 2023
Page 6
            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.

CORRESP
1
filename1.htm

      September 26, 2023

      Ms. Joanna Lam

      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

      Form 10-K for the fiscal year ended December 31, 2022

      Filed February 27, 2023

      File No. 001-41104

      Dear Ms. Lam:

      On behalf of our client, PROOF Acquisition Corp I (referred to herein as “we” or the “Company”), set forth below is the Company’s response 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 15, 2023 with respect to the filing referenced above.

      For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s response.

      Form 10-K for the fiscal year ended December 31, 2022

      Financial Statements

      Note 8 - Stockholders' Equity

      Warrants, page F-20

            1.

              We note that you account for the Public and Private Placement Warrants as equity. Please provide us with your analysis under ASC 815-40 to support your
                accounting treatment for the warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the
                characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40.

      RESPONSE:

      The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has considered the following aspects with regard to
        the accounting treatment for the warrants:

      First, the Company considered whether the warrants were freestanding or embedded. Based on the accounting guidance in ASC 815, including ASC
        815-15-25-1, the Company concluded that the warrants were freestanding.

      Second, the Company considered whether the warrants were within the scope of ASC 480 to be classified as a liability. Based on the guidance in ASC
        480, including ASC 480-10-25, the Company concluded that the warrants did not exhibit any of the characteristics in ASC 480 and, therefore, would not be classified as liabilities under ASC 480.

      Third, the Company considered whether the warrants were indexed to the Company’s common stock, including the consideration of exercise contingencies
        and settlement provisions. Based on the accounting guidance in ASC 815, including ASC 815-40-15 and the related implementation guidance in ASC 815-40-55, the Company concluded that (a) the exercise contingencies were not based on the criteria in
        ASC 815-40-15-7B and (b) the settlement provisions were within the criteria of ASC 815-40-15-7E and, therefore, the warrants met the requirements to be considered indexed to the Company’s common stock. In assessing the settlement provisions, the
        Company considered whether there were any terms or provisions that provided for potential changes to the settlement amounts that were dependent upon the characteristics of the holder and concluded that there were no such provisions.

      Finally, the Company considered the settlement conditions in ASC 815-40-25 and concluded that the conditions were met for equity treatment.

      Based on the above analysis, the Company concluded that the warrants met the equity classification requirements in ASC 815.

      If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, you may reach me at (212) 378-7507 or Steven
        P. Mullins, the Company’s Chief Financial Officer, at (703) 629-1295.

              Very truly yours,

              By:

              /s/ Scott D. Fisher

              Scott D. Fisher

            cc:

              Michael Zarlenga

      PROOF Acquisition Corp I

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
September 15, 2023
Steven P. Mullins
Chief Financial Officer
PROOF Acquisition Corp I
11911 Freedom Drive, Suite 1080
Reston, VA 20190
Re:PROOF Acquisition Corp I
Form 10-K for the fiscal year ended December 31, 2022
Filed February 27, 2023
File No. 001-41104
Dear Steven P. Mullins:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Financial Statements
Note 8 - Stockholders' Equity
Warrants, page F-20
1.We note that you account for the Public and Private Placement Warrants as equity.  Please
provide us with your analysis under ASC 815-40 to support your accounting treatment for
the warrants.  As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40.

 FirstName LastNameSteven P. Mullins
 Comapany NamePROOF Acquisition Corp I
 September 15, 2023 Page 2
 FirstName LastName
Steven P. Mullins
PROOF Acquisition Corp I
September 15, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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
Page 2
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
Page 3
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.
 Comapany NamePROOF Acquisition Corp I
 September 14, 2023 Page 4
 FirstName LastNameJohn C. Backus, Jr.
PROOF Acquisition Corp I
September 14, 2023
Page 4
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
Page 5
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
Page 6
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

United States securities and exchange commission logo
April 18, 2023
John Backus, Jr.
Chief Executive Officer
PROOF Acquisition Corp I
11911 Freedom Drive
Suite 1080
Reston, VA 20190
Re:PROOF Acquisition Corp I
Preliminary Proxy Statement on Schedule 14A
Filed April 10, 2023
File No. 001-41104
Dear John Backus, Jr.:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Scott D. Fisher, Esq.

CORRESP
1
filename1.htm

    April 17, 2023

    Stacie Gorman, Esq.

    David Link, Esq.

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, N.E.

    Washington, D.C. 20549-3561

              Re:

              PROOF Acquisition Corp I

                Preliminary Proxy Statement on Schedule 14A

                Filed April 10, 2023

                File No. 001-41104

    Dear Ms. Gorman and Mr. Link:

    Set forth below is response of PROOF Acquisition Corp I (referred to herein as “we” or the “Company”) to the comment received from the staff of the Division of
      Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April 14, 2023 with respect to the filing referenced above.

    For your convenience, the response is prefaced in bold type by the exact text of the Staff’s comment.

    Preliminary Proxy Statement on Schedule 14A

    General

    With a view toward disclosure, please tell us whether your sponsor is, is controlled by,
      or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss
      the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United
      States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the
      transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment
      opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

    RESPONSE:

    The Company respectfully advises the Staff that the Company’s sponsor, PROOF Acquisition Sponsor I, LLC (the “Sponsor”), is a
      Delaware limited liability company, and is not controlled by and has no substantial ties with, a non-U.S. person. All decisions of the Sponsor, including the voting of the Founders Shares, are made by PROOF Sponsor Management, LLC (“PSM”), which is
      also a Delaware limited liability company and the manager of the Sponsor.  PSM is owned and controlled by three U.S. persons who act as the managing members and neither PSM nor the three managing members have substantial ties to any non-U.S. person.
      The Company does not believe that there are any risks related to non-U.S. person control or influence that could materially impact the timing or ability of the Company to complete an initial business combination.  Therefore, the Company does not
      believe any additional risk disclosures are required.

    If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, you may reach me at (212)
      378-7507.

              Very truly yours,

            By:

            /s/ Scott D. Fisher

            Scott D. Fisher

    Enclosures

              cc:

              John Backus, Jr.

                PROOF Acquisition Corp I

United States securities and exchange commission logo
April 14, 2023
John Backus, Jr.
Chief Executive Officer
PROOF Acquisition Corp I
11911 Freedom Drive
Suite 1080
Reston, VA 20190
Re:PROOF Acquisition Corp I
Preliminary Proxy Statement on Schedule 14A
Filed April 10, 2023
File No. 001-41104
Dear John Backus, Jr.:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination.  For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the

 FirstName LastNameJohn  Backus, Jr.
 Comapany NamePROOF Acquisition Corp I
 April 14, 2023 Page 2
 FirstName LastName
John  Backus, Jr.
PROOF Acquisition Corp I
April 14, 2023
Page 2
losses of the investment opportunity in a target company, any price appreciation in the
combined company, and the warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Scott D. Fisher, Esq.

CORRESP
1
filename1.htm

    BofA Securities, Inc.

    One Bryant Park

    New York, New York 10036

    November 29, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549-3561

    Attention: Geoff Kruczek

              Re:

              PROOF Acquisition Corp I

              Registration Statement on Form S-1

                File No. 333-261015

                Withdrawal and Resubmission of Acceleration Request

                Requested Date: November 30, 2021

                  Requested Time: 4:00 p.m. Eastern Time

    Ladies and Gentlemen:

    We refer to (i) the registration statement on Form S-1 (File No. 333-261015) (as amended, the “Registration Statement”) of PROOF Acquisition Corp I (the
      “Company”) and (ii) our letter to you dated November 24, 2021 (the “Prior Acceleration Request”), in which we joined in the request of the Company to accelerate the effective date of the Registration Statement to 4:00 p.m., Eastern Time, on November
      29, 2021, or such later time as the Company or its outside counsel, Steptoe & Johnson LLP, may request.  We hereby withdraw the Prior Acceleration Request.

    In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the underwriters, hereby join in the request of
      the Company for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 p.m., Eastern Time, on November 30, 2021, or at such later time or date as the Company or its outside counsel,
      Steptoe & Johnson LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

    Pursuant to Rule 460 under the Act, we wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to
      participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    [Signature Page Follows]

            Very truly yours,

            BOFA SECURITIES, INC.

            as representative of the underwriters

            By:

            /s/ Michael Liloia

            Name:

            Michael Liloia

            Title:

            Director

CORRESP
1
filename1.htm

      PROOF ACQUISITION CORP I

      11911 Freedom Drive, Suite 1080

      Reston, VA  20190

      November 29, 2021

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Geoff Kruczek

            RE:

              PROOF Acquisition Corp I - Registration Statement on Form S-1 (File No. 333-261015)

        Withdrawal of Acceleration Request (November 29, 2021, at 4pm ET)

        Resubmission of Acceleration Request (November 30, 2021, at 4pm ET)

      Dear Ladies and Gentlemen:

      Reference is made to (i) the registration statement on Form S-1 (File No. 333-261015) (as amended, the “Registration Statement”) of PROOF
          Acquisition Corp I (the “Company”) and (ii) our letter to you dated November 24, 2021 (the “Prior Acceleration Request”) in which we requested to accelerate the effective date of the Registration Statement to 4:00 p.m., Washington, D.C. time, on
          Monday, November 29, 2021.

      Withdrawal of Acceleration Request

      We are no longer requesting that the Registration Statement be declared effective at 4:00 p.m., Washington, D.C. time, on Monday, November 29, 2021 and
        we hereby formally withdraw our Prior Acceleration Request.

      Resubmission of Acceleration Request

      The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the
        above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Washington, D.C. time, on Tuesday, November 30, 2021, or at such later time or date as the Company or its special counsel, Steptoe
        & Johnson LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

      Please contact Scott D. Fisher of Steptoe & Johnson LLP, at (212) 378-7507 or sfisher@steptoe.com, if you have any other questions or concerns regarding this matter.

              Very truly yours,

              PROOF ACQUISITION CORP I

              By:

              /s/ John C. Backus, Jr.

              John C. Backus, Jr.

              Chief Executive Officer and Director

CORRESP
1
filename1.htm

    BofA Securities, Inc.

    One Bryant Park

    New York, New York 10036

    November 24, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549-3561

    Attention: Geoff Kruczek

            Re:

            PROOF Acquisition Corp I

            Registration Statement on Form S-1

            File No. 333-261015

            Acceleration Request

            Requested Date: November 29, 2021

            Requested Time: 4:00 p.m. Eastern Time

    Ladies and Gentlemen:

    We refer to the registration statement on Form S-1 (File No. 333-261015) (as amended, the “Registration Statement”) of PROOF Acquisition Corp I (the
      “Company”).

    In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the underwriters, hereby join in the request of
      the Company for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 p.m., Eastern Time, on November 29, 2021, or at such later time as the Company or its outside counsel, Steptoe
      & Johnson LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

    Pursuant to Rule 460 under the Act, we wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to
      participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    [Signature Page Follows]

    Very truly yours,

    BOFA SECURITIES, INC.

    as representative of the underwriters

            By:

            /s/ Michael Liloia

            Name:

            Michael Liloia

            Title:

            Director

CORRESP
1
filename1.htm

    PROOF ACQUISITION CORP I

    11911 Freedom Drive, Suite 1080

    Reston, VA  20190

    November 24, 2021

    VIA EDGAR

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            RE:

            PROOF Acquisition Corp I

            Registration Statement on Form S-1

            File No. 333-261015

    Ladies and Gentlemen:

    PROOF Acquisition Corp I (the “Company”) hereby requests,
      pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Washington, D.C.
      time, Monday, November 29, 2021, or as soon thereafter as practicable.

    Please contact Scott D. Fisher of Steptoe & Johnson LLP, special counsel to the Company, at (212) 378-7507, as soon as the Registration Statement has been
      declared effective, or if you have any other questions or concerns regarding this matter.

            Very truly yours,

            PROOF ACQUISITION CORP I

            By:

            /s/ John C. Backus, Jr.

            John C. Backus, Jr.

            Chief Executive Officer & Director

CORRESP
1
filename1.htm

    November 12 , 2021

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, D.C. 20549-3561

              Re:

              PROOF Acquisition Corp I

              Amendment No. 1 to Confidential Draft Registration Statement on Form S-1

              Submitted on October 15, 2021

              CIK No. 0001853070

    Ladies and Gentlemen:

    Set forth below is the response of PROOF Acquisition Corp I (referred to herein as “we” or the “Company”)

      to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 8, 2021 with respect to the above-referenced Amendment No. 1 to Confidential Draft Registration Statement on Form S-1.

    Concurrent with the submission of this letter, we are publicly filing a Registration Statement on Form S-1 (the “Registration Statement”).

    For your convenience, the response is prefaced by the exact text of the Staff’s comment. All references to page numbers and captions in the responses correspond to the Registration Statement unless otherwise specified.

    Amendment to Draft Registration Statement on Form S-1

    Financial Statements

    Report of Independent Registered Public Accounting Firm, page F-2

      1. We note your independent accountant's report refers to the company as Proof Acquisition Corp in the
        opinion paragraph of the report. Please revise to have your auditor reference the full name of the company, Proof Acquisition Corp I.

    RESPONSE:

    The Company acknowledges the Staff’s comment and has revised the section entitled “Report of Independent Registered Public Accounting Firm,” on page F-2, to reference the full name of the company,
      PROOF Acquisition Corp I.

    If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, you may reach me at (212) 378-7507.

            Very truly yours,

            By:

             /s/ Scott D. Fisher

             Scott D. Fisher

    Enclosures

    cc:          Michael Zarlenga

    PROOF Acquisition Corp I

United States securities and exchange commission logo
November 8, 2021
Michael Zarlenga
General Counsel
PROOF Acquisition Corp I
11911 Freedom Drive
Suite 1080
Reston, VA 20190
Re:PROOF Acquisition Corp I
Amendment No. 1 to Confidential Draft Registration Statement on Form S-1
Submitted on October 15, 2021
CIK No. 0001853070
Dear Mr. Zarlenga:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment to Draft Registration Statement on Form S-1
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
1.We note your independent accountant's report refers to the company as Proof Acquisition
Corp in the opinion paragraph of the report. Please revise to have your auditor reference
the full name of the company, Proof Acquisition Corp I.
            You may contact Heather Clark at (202) 551-3624 or Jean Yu at (202) 551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at (202) 551-3397

 FirstName LastNameMichael Zarlenga
 Comapany NamePROOF Acquisition Corp I
 November 8, 2021 Page 2
 FirstName LastName
Michael Zarlenga
PROOF Acquisition Corp I
November 8, 2021
Page 2
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Fisher

United States securities and exchange commission logo
June 21, 2021
Michael Zarlenga
General Counsel
PROOF Acquisition Corp I
11911 Freedom Drive
Suite 1080
Reston, VA 20190
Re:PROOF Acquisition Corp I
Confidential Draft Registration Statement on Form S-1
Submitted on May 28, 2021
CIK No. 0001853070
Dear Mr. Zarlenga:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Confidential Draft Registration Statement on Form S-1 submitted May 28, 2021
Exclusive Forum for Certain Lawsuits, page 153
1.Please reconcile your disclosure here and page 74 regarding whether this provision applies
to claims arising under the Securities Act.
            You may contact Heather Clark at (202) 551-3624 or Jean Yu at (202) 551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at (202) 551-3397
with any other questions.

 FirstName LastNameMichael Zarlenga
 Comapany NamePROOF Acquisition Corp I
 June 21, 2021 Page 2
 FirstName LastName
Michael Zarlenga
PROOF Acquisition Corp I
June 21, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Fisher