SECURITIES AND EXCHANGE COMMISSION

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2023

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PROOF Acquisition Corp I

(Exact name of registrant as specified in its charter)

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(571) 310-4949

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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On August 17, 2023, in connection with the preparation of the financial statements of PROOF Acquisition Corp I (the “Company”) that were included in its Registration Statement on Form S-4 filed with the SEC on August 18, 2023, the Company’s management, in consultation with its advisors, became aware that an adjustment that had been made to the Company’s financial statements to account for operating expenses for the quarterly period ended June 30, 2022, specifically expenses for directors and officers liability insurance, was not included in the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarterly period ended June 30, 2023 (filed with the SEC on August 14, 2023).

On August, 22, 2023, the Company’s management and the Company’s audit committee of the Company’s board of directors discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm (“Marcum”) and determined that the Form 10-Q should no longer be relied upon. At that meeting, the Company resolved to amend its Form 10-Q to disclose these adjustment for the quarterly period ended June 30, 2022 that had been omitted from its Form 10-Q.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Company’s initial public offering.

 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.