Form: 8-A12B

Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

November 29, 2021


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
FORM 8-A
 

 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
 

 
PROOF Acquisition Corp I
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
86-2707040
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
11911 Freedom Drive, Suite 1080
Reston, VA
 
20190
(Address of principal executive offices)
 
(Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered
 
Name of each exchange on which
each class is to be registered
Units, each consisting of one share of
Class A common stock, $0.0001 par value,
and one-half of one redeemable warrant
 
New York Stock Exchange
Shares of Class A common stock included as
part of the units
 
New York Stock Exchange
Redeemable warrants included as part of
the units, each whole warrant exercisable
for one share of Class A common stock at an
exercise price of $11.50
 
New York Stock Exchange
 


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐
 
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐
 
Securities Act registration statement file number to which this form relates:
333-261015
 
Securities to be registered pursuant to Section 12(g) of the Act:
None


Item 1. Description of Registrant’s Securities to be Registered
 
The description of the units, each consisting of one share of Class A common stock, $0.0001 par value (the “Class A Common Stock”), and one-half of one redeemable warrant (the “Warrants”), the Class A Common Stock and the Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 (subject to adjustment), of PROOF Acquisition Corp I, a Delaware corporation, as set forth under the caption “Description of Securities” in the prospectus forming a part of the Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2021 (Registration No. 333-261015), including exhibits, and as subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
 
Item 2. Exhibits
 
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on New York Stock Exchange, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
PROOF ACQUISITION CORP I
 
 
 
Date: November 29, 2021
By:
/s/ John C. Backus, Jr.
     
 
Name:
 John C. Backus, Jr.
     
 
Title:
Chief Executive Officer & Director
 
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