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Published on November 24, 2021
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:
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PROOF Acquisition Corp I
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Registration Statement on Form S-1
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File No. 333-261015
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Acceleration Request
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Requested Date: November 29, 2021
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Requested Time: 4:00 p.m. Eastern Time
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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:
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/s/ Michael Liloia
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Name:
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Michael Liloia
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Title:
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Director
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