Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related


           Audit Report or Completed Interim Review.

In connection with the preparation of the financial statements of PROOF Acquisition Corp I (the "Company") for the year ended December 31, 2022, the Company's management, in consultation with its advisors, re-evaluated the Company's accounting for operating expenses, specifically expenses for directors and officers liability insurance. After further review of the Company's accounting for its operating expenses, it was determined that an adjustment was required to the Company's financial statements as of and for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022.

Therefore, on January 23, 2023, the Company's management and the audit committee of the Company's board of directors (the "Audit Committee") concluded that the Company's previously issued unaudited interim financial statements included in the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2022 (filed with the SEC on November 10, 2022), June 30, 2022 (filed with the SEC on August 10, 2022), and March 31, 2022 (filed with the SEC on May 13, 2022) (collectively, the "Affected Periods"), should be restated to accurately allocate the expense for directors and officers liability insurance and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in the Company's Annual Report on Form 10-K for the annual period ended December 31, 2022, to be filed with the SEC (the "2022 Form 10-K"), as described therein.

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.

The Company's management has concluded that in light of the error described above, a material weakness exists in the Company's internal control over financial reporting for the Affected Periods. The Company's remediation plan with respect to such material weakness will be described in more detail in the 2022 Form 10-K.

The Company's management and the Audit Committee have 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.


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