Exhibit
4.2


 


	NUMBER	SHARES


 


C-


 


PROOF
ACQUISITION CORP I


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


CLASS
A COMMON STOCK


 


SEE
REVERSE FOR

CERTAIN DEFINITIONS


 


	This
    Certifies that	CUSIP
    [●]



 


	is the owner of



 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF


 


PROOF
ACQUISITION CORP I 


(the
“Company”)


 


transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 





The
Company will be forced to liquidate if it is unable to complete an initial business combination within the time period set forth
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


Dated:


 


	Chief
    Executive Officer	 	Chief
    Financial Officer





 



 










 

 


 


PROOF
Acquisition Corp I


 


The
Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences, and/or rights. This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the Company’s Amended and Restated Certificate of Incorporation and all amendments
thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from
the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT - _____ Custodian ______
	TEN
        ENT	-	as tenants by the entireties	     (Cust)     (Minor)
	JT TEN	-	as joint tenants with right of survivorship	Under
        Uniform Gifts to Minors
	 	 	and not as tenants in common	 
	 	 	 	Act
        __________________________
	 	 		
(State)





 


Additional
abbreviations may also be used though not in the above list.


 


For
value received, ___________________________ hereby sells, assigns and transfers unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER





IDENTIFYING
NUMBER OF ASSIGNEE


 


	(PLEASE
    PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	shares
                                   of the capital stock represented by the within Certificate, and hereby irrevocably constitutes
                                   and appoints

                                   

	 
	Attorney to transfer
    the said stock on the books of the within named Company with full power of substitution in the premises.




 


Dated
_____________________________


 


	 	Notice:	The
    signature(s) to this assignment must correspond with the name as written upon the face of the certificate in every particular,
    without alteration or enlargement or any change whatever.


 


Signature(s)
Guaranteed:


 


	THE
    SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
    CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY
    SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).	 


 


In
each case, as more fully described in the Company’s final prospectus dated ______________, 2021, the holder(s) of this certificate
shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the
Company’s initial public offering only in the event that (i) the Company redeems the shares of Class A common stock sold
in its initial public offering because it does not consummate an initial business combination within the period of time set forth
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”),
(ii) the Company seeks to amend any provisions of the Charter (A) to modify the substance or timing of the Company’s obligations
with respect to conversion rights as described in the Company’s final prospectus dated ______________, 2021 or (B) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (iii) if
the holder(s) seek(s) to convert his, her or its respective shares of Class A common stock upon consummation of, or sell his,
her or its shares of Class A common stock in a tender offer in connection with, an initial business combination which the Company
consummates. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.