Filed Pursuant to Rule 424(b)(4)
Registration Nos. 333-261015 and 333-261429
PROOF Acquisition Corp I
PROOF Acquisition Corp I is a newly-formed blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company.
This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, upon the terms and limitations as described herein. Each warrant will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination, or earlier upon redemption or liquidation, as described in the prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,600,000 additional units to cover over-allotments, if any.
We will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 18 months from the closing of this offering, we may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 24 months to complete a business combination), and at the end of the applicable period we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein.
Our sponsor, PROOF Acquisition Sponsor I, LLC, and BlackRock (as defined below) have agreed to purchase an aggregate of 13,240,000 warrants (or 15,226,000 warrants if the underwriter’s over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment as provided herein, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our sponsor has agreed to purchase an aggregate of 12,240,000 of the 13,240,000 private placement warrants (or 14,076,000 of the 15,226,000 private placement warrants if the underwriters’ over-allotment option is exercised in full). Our sponsor also owns 6,900,000 shares of Class B common stock, up to 900,000 of which are subject to forfeiture or cancellation depending on the extent to which the underwriter’s over-allotment option is exercised. We refer to the shares of Class B common stock throughout this prospectus as the founder shares. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination as described herein. Prior to our initial business combination, only holders of our shares of Class B common stock will be entitled to vote on the appointment of directors. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule.
Certain funds and accounts managed by Magnetar Financial LLC (which we refer to collectively as “Magnetar” throughout this prospectus), have committed an aggregate of $575,000 (subject to reduction in proportion to any amount of the underwriter’s overallotment option that is not exercised) to our sponsor in exchange for membership interests of our sponsor.
Additionally, certain funds and accounts managed by subsidiaries of BlackRock, Inc. (which we refer to collectively as “BlackRock” throughout this prospectus) have agreed to purchase from us an aggregate of 1,000,000 of the 13,240,000 private placement warrants (or 1,150,000 of the 15,226,000 private placement warrants if the underwriter’s over-allotment option is exercised in full) and 400,000 shares of our Class B common stock (or 460,000 shares if the underwriter’s over-allotment option is exercised in full) in connection with the closing of this offering, which shares of Class B common stock will be redeemed from our sponsor at cost and reissued to BlackRock for the same per share consideration paid by our sponsor upon consummation of this offering.
Unless the context otherwise requires, we refer to Magnetar and BlackRock as the “anchor investors” throughout this prospectus. Magnetar has expressed to us an interest in purchasing up to 9.9% of the units in this offering and certain of the funds and accounts managed by subsidiaries of BlackRock that are acquiring private placement warrants and Class B shares have expressed to us an interest in purchasing up to 5% of the units in this offering. If each of the anchor investors purchases the full amount of the units it has expressed an interest in purchasing, Magnetar and BlackRock would own approximately 7.9% and 5.3%, respectively, of the outstanding shares of common stock following this offering (or approximately 6.9% and 4.8%, respectively, of the outstanding shares if the over-allotment option is exercised in full) and our sponsor would own approximately 18.7% of the outstanding common stock following this offering (in either case). If we raise additional equity capital in a private placement offering in connection with the initial business combination, the anchor investors will be invited to participate on the same terms offered to other investors. For a discussion of our arrangements with the anchor investors, please see “Summary — The Offering — Expressions of Interest,” “Founder shares” and “Private placement purchases.”
Our units have been approved for listing on the New York Stock Exchange (“NYSE”), under the symbol “PACI.U.” We expect the shares of our Class A common stock and warrants comprising the units will begin separate trading on the NYSE under the symbols “PACI” and “PACI.WS,” respectively, on the 52nd day following the date of this prospectus (or, if that date is not a business day, the following business day) unless BofA Securities, Inc. permits earlier separate trading and we have satisfied certain conditions, as described herein.
We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and as a result will be subject to reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 43
for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Public offering price
Underwriting discounts and commissions(1)
Proceeds, before expenses, to us
Includes $0.35 per unit, or $8,400,000 (or $9,660,000 in the aggregate if the underwriter’s over- allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions upon the consummation of an initial business combination. See also “Underwriting” for a description of underwriting compensation and other items of value payable to the underwriter.
Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $244,800,000, or $281,520,000 if the underwriter’s over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a U.S. based trust account at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and such amount will be increased by $0.10 per public share for each three-month extension of our time to consummate our initial business combination, as described herein. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or up to 24 months, if applicable) from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (3) the redemption of our public shares if we have not completed an initial business combination within 18 months (or up to 24 months, if applicable) from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.
The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about December 3, 2021.
The date of this prospectus is November 30, 2021