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April 28, 2023
Thomas Vecchiolla
Chief Executive Officer
First Light Acquisition Group, Inc.
11110 Sunset Hills Road #2278
Reston, VA 20190
Re:First Light Acquisition Group, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 13, 2023
File No. 333-269705
Dear Thomas Vecchiolla:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 9, 2023 letter.
Amendment No.1 to Registration Statement on Form S-4, filed April 13, 2023
Questions and Answers About the Proposals
What are the material U.S. federal income tax consequences to the FLAG Stockholders as a
result of the Merger?, page 19
1.We note your response to prior comment 6 and your revised disclosure on pages 174-179.
We reissue our comment in part.  Please revise your disclosure here to more clearly state
counsel’s tax opinion regarding the tax consequences of the transaction, to clearly disclose
that this is the opinion of tax counsel and to identify counsel.
Summary of the Proxy Statement/Prospectus, page 27
2.Please revise this section, where appropriate, to describe the payments required to be

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 April 28, 2023 Page 2
 FirstName LastName
Thomas Vecchiolla
First Light Acquisition Group, Inc.
April 28, 2023
Page 2
made by the combined company following the Business Combination.  In your revisions,
please include (i) the transaction expenses payable; (ii) the deferred salary amounts owed
to Mr. Camaisa and Ms. Pizarro; (iii) the aggregate amount of principal and interest
payable on the Term Notes, promissory notes and other debt instruments issued by Calidi
and FLAG that mature at the closing of the Business Combination; (iv) the amount due to
the Former Executive; and (v) any other amounts or obligations that will become due and
payable upon the closing of the Business Combination.  Please discuss the combined
company's anticipated liquidity position following the Business Combination and after
these payments are made, including the combined company's liquidity position at the
redemption levels set forth in your sensitivity analysis.
Interests of Certain Persons in the Business Combination, page 41
3.We note your response to prior comment 11 and your revised disclosure on pages 42 and
165 related to the interest associated with the promissory notes.  We reissue our comment
in part.  Please revise your disclosure here and on page 165 to describe the negotiations
among FLAG and the Insiders that led to FLAG agreeing to pay interest at a per annum
rate of 50% to 100% of the loan amount.
Background of the Business Combination, page 148
4.We note your response to prior comment 16 and your revised disclosure on page 149
noting that the previous transaction with EDOC Acquisition Corp. was not consummated
because all of the conditions to closing were not satisfied prior to the extension of the
"Outside Date" set forth in the business combination agreement.  Please revise your
disclosure here to explain why the parties were unable to satisfy the closing conditions
prior to the liquidation of EDOC.
5.We note your response to prior comment 17 and your revised disclosure on page 150
regarding the price valuation of Calidi.  Please revise your disclosure further to explain
which "recent public M&A transactions" and "initial public offerings" were considered by
FLAG management when they applied the discount to Calidi's equity valuation and how
the discount was calculated based on these data points.
Selected Public Company Analysis, page 161
6.We note your response to prior comment 21 and your revised disclosure on page 162
providing further details about Benchmark's selected company analysis.  We reissue our
comment in part.  Please revise your disclosure further to discuss the limitations of relying
on expected probabilities of success to evaluate a company’s business and disclose
whether Benchmark considered these limitations in calculating the range of enterprise
values for Calidi.

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 April 28, 2023 Page 3
 FirstName LastName
Thomas Vecchiolla
First Light Acquisition Group, Inc.
April 28, 2023
Page 3
First Light Acquisition Group, Inc. Financial Statements
Balance Sheets, page F-3
7.We note that your accrued expenses were $3.2 million at December 31, 2022.  Please
revise your filing to quantify the significant components of this balance and explain the
factors that contributed to the increase during the year ended December 31, 2022.
Exhibits
8.We note that some of your exhibits appear to include redactions.  If you intend to redact
information pursuant to Item 601(b)(10)(iv) of Regulation S-K, please include a footnote
for each redacted exhibit noting that certain identified information has been excluded
because it is both not material and the type of information that the registrant treats as
private or confidential.  Refer to Item 601(b)(10)(iv) of Regulation S-K.
General
9.We note your response to prior comment 36.  Please tell us, with a view to disclosure,
whether you have received notice from any other financial institutions about ceasing
involvement in your transaction.
            You may contact Eric Atallah at 202-551-3663 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Gorsky at 202-551-7836 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Corey R. Chivers, Esq.