October 15, 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
	Confidential Draft Registration Statement on Form S-1
	Submitted on May 28, 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 June 21, 2021 with respect to the above-referenced Confidential Draft Registration Statement on Form S-1.

Concurrent with the submission of this letter, we are submitting an updated confidential draft 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.

RESPONSE:

The Company acknowledges the Staff’s comment and has revised the section entitled “Exclusive Forum for Certain Lawsuits,” now beginning on page 155, to clarify that the provision applies to claims brought under the Securities Act.

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.

Enclosures

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