Exhibit 4.1


 


	NUMBER

         

        U-__________

         
	 	 	UNITS
	SEE
    REVERSE FOR 

    CERTAIN DEFINITIONS	PROOF
    ACQUISITION CORP I	 	 
	 	 	 	 


CUSIP [•]


 


UNITS CONSISTING OF ONE
SHARE OF CLASS A COMMON STOCK

 AND





ONE-HALF OF ONE WARRANT


 





	THIS CERTIFIES THAT
	 
	is the owner of Units.



 


Each Unit (“Unit”) consists
of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of PROOF Acquisition
Corp I, a Delaware corporation (the “Company”), and one-half of one warrant (“Warrant”).
Each Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant
will become exercisable 30 days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities
(a “Business Combination”), and will expire unless exercised before 5:00 p.m., Washington, D.C. time, on the
fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. The Common
Stock and Warrant(s) comprising the Unit(s) represented by this certificate are not transferable separately until ninety days following
the Company’s initial public offering (the “IPO”), unless BofA Securities, Inc. informs the Company of
its decision to allow earlier separate trading, except that in no event will the Common Stock and Warrants be separately tradeable
until the Company has filed an audited balance sheet reflecting the Company’s receipt of the gross proceeds of its IPO and
issued a press release announcing when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement,
dated as of _________, 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are
subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents
to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th
Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.


 


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





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


 


	By	 
	 	 
	 	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer





 



 










 


 


 

 



 


PROOF Acquisition Corp I


 


The Company will furnish without charge
to each stockholder who so requests, a statement of 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.


 


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 tenants 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)
	 
	 
	 
	 
	 
	 



 


Units represented by the within Certificate,
and hereby irrevocably constitutes and appoints


 


	 



Attorney to
transfer the said Units 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.