1)

All securities being registered will be issued by PROOF Acquisition Corp I, a Delaware corporation (“PACI”), which will be renamed Volato Group, Inc. (“Volato Group”), as further described in the proxy statement/prospectus.

2)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

3)

The number of shares of Class A Common Stock, par value $0.0001 per share, of Volato Group (“Volato Group Common Stock”) being registered represents the sum of (a) 18,186,242 shares of Volato Group Common Stock to be issued in exchange for outstanding shares of capital stock of Volato, Inc., a Georgia corporation (“Volato”), in connection with the business combination described herein and (b) 2,349,002 shares of Volato Group Common Stock reserved for issuance under the Volato, Inc. 2021 Equity Incentive Plan upon the exercise of options currently outstanding to purchase Volato common stock, which plan will be amended and restated, and adopted by Volato Group pursuant to the terms of the Business Combination Agreement described herein..

4)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Class A common stock, par value $0.0001 per share, of PACI (“Class A Common Stock”) on the New York Stock Exchange on September 20, 2023 (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.