Correspondence 0001193125-23-100736 from Calidi Biotherapeutics, Inc. (CLDI)
Calidi Biotherapeutics, Inc.
Date: April 13, 2023 · CIK: 0001855485 · Accession: 0001193125-23-100736
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269705
Letter
VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Re: First Light Acquisition Group, Inc. Registration Statement on Form S-4 filed February 10, 2023 Filed by First Light Acquisition Group, Inc. File No. 333-269705
Dear Mr. Gorsky:
On behalf of our client, First Light Acquisition Group, Inc., (“FLAG”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 9, 2023, relating to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on February 10, 2023. In connection with these responses, FLAG is filing, electronically via EDGAR to the Commission, an amendment to the Registration Statement (the “Amended Registration Statement”) on the date of this response letter. In addition to addressing the comments raised by the Staff in the Comment Letter, FLAG has revised the Registration Statement to update certain other disclosures.
For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amended Registration Statement.
Summary of the Material Terms of the Transactions, page 9
1. Comment: Please revise this section to explain whether the Extension Fees will be repaid to the Sponsor if the Business Combination is completed. To the extent the promissory notes referenced on page 39 were used to pay the Extension Fees, please briefly describe the terms of these notes here, including any associated interest obligations that will be repaid to the Insiders.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 10 of the Amended Registration Statement.
Securities and Exchange Commission
April 13,
Page
2. Comment: We note your statement that Calidi is developing platforms to improve the efficacy of oncolytic viruses by allowing for greater targeting of tumor cells. Please revise this statement to reflect your disclosure elsewhere in the prospectus that Calidi’s product candidates represent a novel approach to cancer treatment that creates significant challenges and that there is no guarantee that Calidi’s product candidates will obtain marketing approvals.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 10 of the Amended Registration Statement.
3. Comment: Please revise this section, where appropriate, to disclose the net debt target and Calidi’s net debt, as of the most recent practicable date. Please also revise to disclose Calidi’s aggregate amount of indebtedness and whether Calidi’s debtholders have indicated whether they plan to convert their notes and securities into New Calidi Common Stock.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 10-11 of the Amended Registration Statement.
Questions and Answers About the Proposals, page 12
4. Comment: Please include in this section a description of all possible sources of dilution that shareholders who elect not to redeem their shares may experience in connection with the Business Combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by Insiders, the Escalation Shares that will be placed in escrow after the Closing and convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 15-18 of the Amended Registration Statement.
Q. Will FLAG attempt to arrange new financing in connection with the Transactions?, page 17
5. Comment: Please revise the response to this question to discuss the Amended and Restated Forward Purchase Agreement with Franklin and to disclose whether Franklin has indicated if it intends to purchase securities pursuant to the agreement.
Securities and Exchange Commission
April 13,
Page
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 18 of the Amended Registration Statement.
What are the material U.S. federal income tax consequences to the FLAG Stockholders as a result of the Merger?, page 18
6. Comment: We note your disclosure here that the Merger “is intended to qualify as a ‘reorganization’ within the meaning of Section 368(a) of the Code[.]” Please revise your disclosure here and throughout, including in the section beginning on page 160, 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. Please file an opinion of counsel supporting such conclusion. Refer to Item 601(b)(8) of Regulation S-K. See also Staff Legal Bulletin No. 19.
Response: In response to the Staff’s comment, counsel’s tax opinion will be filed as Exhibit 8.1 and FLAG has also revised the disclosure on pages 174-179 of the Amended Registration Statement.
Summary of the Proxy Statement/Prospectus
Registration Rights Agreement, page 33
7. Comment: Please revise here and throughout to disclose how many shares will be covered by the Registration Rights Agreement.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 34 and 147 of the Amended Registration Statement.
Voting and Lock-Up Agreement, page 33
8. Comment: Please revise here and elsewhere in the prospectus, where appropriate, to disclose how many shares in the combined company will be subject to lock-up agreements.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 34 and 147 of the Amended Registration Statement.
Interests of Certain Persons in the Business Combination, page 39
9. Comment: Please revise your disclosure here, in the risk factor on page 106 and on page 157 to quantify the aggregate dollar amount that the Sponsor and its affiliates have at risk that depends on completion of the Business Combination. Include the current value of securities held, loans extended, fees due and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 42 and 165 of the Amended Registration Statement.
Securities and Exchange Commission
April 13,
Page
10. Comment: Please clarify here and on page 157 if the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other FLAG shareholders experience a negative rate of return in the combined company.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 41 and 165 of the Amended Registration Statement.
11. Comment: Please revise here and on page 157 to disclose the amount of interest that is owed by FLAG to the Sponsor and its affiliates, including the Insiders, pursuant to the promissory notes. Please also 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. In your revisions, please describe why FLAG’s board of directors did not seek financing from other sources.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 42 and 165 of the Amended Registration Statement.
Sources and Uses of Funds for the Transactions, page 42
12. Comment: We note that you have assumed $12,000,000 of transaction expenses. Please revise this section to provide a list of these transaction expenses and assumed amounts.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 47 and 168 of the Amended Registration Statement.
Risk Factors
Our product candidates are based on a novel approach to the treatment of cancer…, page 55
13. Comment: Please revise here and in the section titled “Our Product Candidates” that begins on page 202 to explain how the design and conduct of Calidi’s clinical trials differ from the design and conduct of previously conducted clinical trials in this area.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 58 and 216-217 of the Amended Registration Statement.
Securities and Exchange Commission
April 13,
Page
Risks Related to FLAG and the Business Combination, page 105
14. Comment: Disclose the material risks to unaffiliated investors presented by taking Calidi public through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 112-113 of the Amended Registration Statement.
Background of the Business Combination, page 142
15. Comment: Please disclose how many of the 58 potential targets that FLAG management contacted to discuss a potential business combination transaction conducted business in the same industry as Calidi.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 149 of the Amended Registration Statement.
16. Comment: Please revise this section, where appropriate, to disclose why Calidi and EDOC Acquisition Corp. did not consummate their previously-announced transaction.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 149 of the Amended Registration Statement.
17. Comment: We note your disclosure that FLAG management proposed a pro forma combined equity value of $300 million and that this value was determined by considering the merger consideration contemplated in the Previous Transaction and applying a discount to reflect the downturn in the biotechnology sector and capital markets since the announcement of the Previous Transaction. Please revise your disclosure to describe the merger consideration from the previous transaction, the amount that management determined was an appropriate discount and how that discount was determined. Please also revise to disclose the methodology used by FLAG to determine that a pre-money valuation range of Calidi of $300 to $350 million was reasonable, as contemplated in the term sheet.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 150 of the Amended Registration Statement.
Securities and Exchange Commission
April 13,
Page
18. Comment: We note your disclosure that FLAG management engaged a third party consulting firm to assist with technical diligence of Calidi’s technology and platform. Please disclose the name of that third party and whether the FLAG Board relied on any report provided by this third party.
Response: In response to the Staff’s comment, we note that the name of the third party is L.E.K. Consulting (“LEK”). FLAG respectfully advises the Staff that the due diligence conducted by LEK was one part of FLAG’s broader due diligence review of Calidi. LEK reviewed certain aspects of Calidi’s business and the oncolytic virus market in order to obtain a better understanding of Calidi’s business and the industry. LEK’s findings were reviewed with the FLAG Board.
LEK made no recommendations regarding (i) the value of Calidi, (ii) whether or not FLAG should proceed with the business combination, or (iii) the fairness of the business combination. Furthermore, LEK was not informed of the terms of the merger agreement entered into in connection with the business combination. In its consideration, evaluation and approval of the potential business combination between FLAG and Calidi, the FLAG Board did not rely on any “report” provided by LEK within the meaning of Item 1015(b) of Regulation M-A. We do not believe that any additional disclosure is required in this regard.
19. Comment: We note your disclosure that a valuation firm informed FLAG’s management of its view that the equity value range for Calidi was $200 to $250 million. We further note that the parties agreed upon an initial valuation of $250 million along with 18 million potential earnout shares, which appears to exceed the equity value range presented by the valuation firm. Please revise your disclosure to disclose why FLAG agreed to a valuation of Calidi that appears to exceed the upper end of the valuation range calculated by FLAG’s valuation firm.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 153 of the Amended Registration Statement.
FLAG’s Board of Directors’ Reasons for Approval of the Business Combination, page 150
20. Comment: We note your disclosure that the Phase 1 clinical trial for CLD-101 “established proof-of-concept and safety of CLD-101[.]” Similarly, we note your disclosure in the section entitled “Business of Calidi Biotherapeutics” that Calidi’s product platform leads “to a potential improvement in the efficacy of oncolytic viruses[,]” “efficient induction of local anti-tumor immune response[,]” “higher therapeutic efficacy” and “efficient cell-based delivery[.]” Please revise these and similar statements throughout your registration statement, including in the first two paragraphs on page 272, to remove any claims of safety or efficacy, as safety and efficacy determinations are in the exclusive purview of the FDA or other regulators.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 10, 13, 28, 157, 214-215, 217-219, 222-223 and 292 of the Amended Registration Statement.
Securities and Exchange Commission
April 13,
Page
Selected Public Company Analysis, page 155
21. Comment: We note that in its selected public company analysis, Benchmark utilized a metric called “expected probability of success” to calculate comparable companies’ enterprise values. We also note that some of the comparable companies chosen appear to have multiple assets in clinical development. Please revise your disclosure to explain why Benchmark deemed these companies to be comparable to Calidi and did not apply a discount or other adjustment to companies with multiple assets currently in clinical trials. Please also revise your disclosure to discuss the limitations of relying on aggregated expected probabilities of success to evaluate a single company’s business and disclose whether Benchmark considered these limitations in calculating the range of enterprise values for Calidi.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 162 of the Amended Registration Statement.
Business of Calidi Biotherapeutics
Differentiated, Wholly-Owned Pipeline Targeting Multiple Cancer Indications, page 197
22. Comment: We note your inclusion of CLD-301 in your pipeline table. Please explain how this product candidate is sufficiently material to Calidi’s business to warrant inclusion in the pipeline table. Alternatively, please remove this candidate from your pipeline table.
Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 218 of the Amended Registration Statement.
Our Product Candidates, page 202
23. Comment: Please revise your disclosure in the first paragraph of thi
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CORRESP 1 filename1.htm CORRESP 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax April 13, 2023 VIA EDGAR TRANSMISSION Joshua Gorsky United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.C. 20549 Re: First Light Acquisition Group, Inc. Registration Statement on Form S-4 filed February 10, 2023 Filed by First Light Acquisition Group, Inc. File No. 333-269705 Dear Mr. Gorsky: On behalf of our client, First Light Acquisition Group, Inc., (“FLAG”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 9, 2023, relating to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on February 10, 2023. In connection with these responses, FLAG is filing, electronically via EDGAR to the Commission, an amendment to the Registration Statement (the “Amended Registration Statement”) on the date of this response letter. In addition to addressing the comments raised by the Staff in the Comment Letter, FLAG has revised the Registration Statement to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amended Registration Statement. Summary of the Material Terms of the Transactions, page 9 1. Comment: Please revise this section to explain whether the Extension Fees will be repaid to the Sponsor if the Business Combination is completed. To the extent the promissory notes referenced on page 39 were used to pay the Extension Fees, please briefly describe the terms of these notes here, including any associated interest obligations that will be repaid to the Insiders. Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 10 of the Amended Registration Statement. Securities and Exchange Commission April 13, 2023 Page 2 2. Comment: We note your statement that Calidi is developing platforms to improve the efficacy of oncolytic viruses by allowing for greater targeting of tumor cells. Please revise this statement to reflect your disclosure elsewhere in the prospectus that Calidi’s product candidates represent a novel approach to cancer treatment that creates significant challenges and that there is no guarantee that Calidi’s product candidates will obtain marketing approvals. Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 10 of the Amended Registration Statement. 3. Comment: Please revise this section, where appropriate, to disclose the net debt target and Calidi’s net debt, as of the most recent practicable date. Please also revise to disclose Calidi’s aggregate amount of indebtedness and whether Calidi’s debtholders have indicated whether they plan to convert their notes and securities into New Calidi Common Stock. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 10-11 of the Amended Registration Statement. Questions and Answers About the Proposals, page 12 4. Comment: Please include in this section a description of all possible sources of dilution that shareholders who elect not to redeem their shares may experience in connection with the Business Combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by Insiders, the Escalation Shares that will be placed in escrow after the Closing and convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 15-18 of the Amended Registration Statement. Q. Will FLAG attempt to arrange new financing in connection with the Transactions?, page 17 5. Comment: Please revise the response to this question to discuss the Amended and Restated Forward Purchase Agreement with Franklin and to disclose whether Franklin has indicated if it intends to purchase securities pursuant to the agreement. Securities and Exchange Commission April 13, 2023 Page 3 Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 18 of the Amended Registration Statement. What are the material U.S. federal income tax consequences to the FLAG Stockholders as a result of the Merger?, page 18 6. Comment: We note your disclosure here that the Merger “is intended to qualify as a ‘reorganization’ within the meaning of Section 368(a) of the Code[.]” Please revise your disclosure here and throughout, including in the section beginning on page 160, 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. Please file an opinion of counsel supporting such conclusion. Refer to Item 601(b)(8) of Regulation S-K. See also Staff Legal Bulletin No. 19. Response: In response to the Staff’s comment, counsel’s tax opinion will be filed as Exhibit 8.1 and FLAG has also revised the disclosure on pages 174-179 of the Amended Registration Statement. Summary of the Proxy Statement/Prospectus Registration Rights Agreement, page 33 7. Comment: Please revise here and throughout to disclose how many shares will be covered by the Registration Rights Agreement. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 34 and 147 of the Amended Registration Statement. Voting and Lock-Up Agreement, page 33 8. Comment: Please revise here and elsewhere in the prospectus, where appropriate, to disclose how many shares in the combined company will be subject to lock-up agreements. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 34 and 147 of the Amended Registration Statement. Interests of Certain Persons in the Business Combination, page 39 9. Comment: Please revise your disclosure here, in the risk factor on page 106 and on page 157 to quantify the aggregate dollar amount that the Sponsor and its affiliates have at risk that depends on completion of the Business Combination. Include the current value of securities held, loans extended, fees due and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 42 and 165 of the Amended Registration Statement. Securities and Exchange Commission April 13, 2023 Page 4 10. Comment: Please clarify here and on page 157 if the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other FLAG shareholders experience a negative rate of return in the combined company. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 41 and 165 of the Amended Registration Statement. 11. Comment: Please revise here and on page 157 to disclose the amount of interest that is owed by FLAG to the Sponsor and its affiliates, including the Insiders, pursuant to the promissory notes. Please also 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. In your revisions, please describe why FLAG’s board of directors did not seek financing from other sources. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 42 and 165 of the Amended Registration Statement. Sources and Uses of Funds for the Transactions, page 42 12. Comment: We note that you have assumed $12,000,000 of transaction expenses. Please revise this section to provide a list of these transaction expenses and assumed amounts. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 47 and 168 of the Amended Registration Statement. Risk Factors Our product candidates are based on a novel approach to the treatment of cancer…, page 55 13. Comment: Please revise here and in the section titled “Our Product Candidates” that begins on page 202 to explain how the design and conduct of Calidi’s clinical trials differ from the design and conduct of previously conducted clinical trials in this area. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 58 and 216-217 of the Amended Registration Statement. Securities and Exchange Commission April 13, 2023 Page 5 Risks Related to FLAG and the Business Combination, page 105 14. Comment: Disclose the material risks to unaffiliated investors presented by taking Calidi public through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 112-113 of the Amended Registration Statement. Background of the Business Combination, page 142 15. Comment: Please disclose how many of the 58 potential targets that FLAG management contacted to discuss a potential business combination transaction conducted business in the same industry as Calidi. Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 149 of the Amended Registration Statement. 16. Comment: Please revise this section, where appropriate, to disclose why Calidi and EDOC Acquisition Corp. did not consummate their previously-announced transaction. Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 149 of the Amended Registration Statement. 17. Comment: We note your disclosure that FLAG management proposed a pro forma combined equity value of $300 million and that this value was determined by considering the merger consideration contemplated in the Previous Transaction and applying a discount to reflect the downturn in the biotechnology sector and capital markets since the announcement of the Previous Transaction. Please revise your disclosure to describe the merger consideration from the previous transaction, the amount that management determined was an appropriate discount and how that discount was determined. Please also revise to disclose the methodology used by FLAG to determine that a pre-money valuation range of Calidi of $300 to $350 million was reasonable, as contemplated in the term sheet. Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 150 of the Amended Registration Statement. Securities and Exchange Commission April 13, 2023 Page 6 18. Comment: We note your disclosure that FLAG management engaged a third party consulting firm to assist with technical diligence of Calidi’s technology and platform. Please disclose the name of that third party and whether the FLAG Board relied on any report provided by this third party. Response: In response to the Staff’s comment, we note that the name of the third party is L.E.K. Consulting (“LEK”). FLAG respectfully advises the Staff that the due diligence conducted by LEK was one part of FLAG’s broader due diligence review of Calidi. LEK reviewed certain aspects of Calidi’s business and the oncolytic virus market in order to obtain a better understanding of Calidi’s business and the industry. LEK’s findings were reviewed with the FLAG Board. LEK made no recommendations regarding (i) the value of Calidi, (ii) whether or not FLAG should proceed with the business combination, or (iii) the fairness of the business combination. Furthermore, LEK was not informed of the terms of the merger agreement entered into in connection with the business combination. In its consideration, evaluation and approval of the potential business combination between FLAG and Calidi, the FLAG Board did not rely on any “report” provided by LEK within the meaning of Item 1015(b) of Regulation M-A. We do not believe that any additional disclosure is required in this regard. 19. Comment: We note your disclosure that a valuation firm informed FLAG’s management of its view that the equity value range for Calidi was $200 to $250 million. We further note that the parties agreed upon an initial valuation of $250 million along with 18 million potential earnout shares, which appears to exceed the equity value range presented by the valuation firm. Please revise your disclosure to disclose why FLAG agreed to a valuation of Calidi that appears to exceed the upper end of the valuation range calculated by FLAG’s valuation firm. Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 153 of the Amended Registration Statement. FLAG’s Board of Directors’ Reasons for Approval of the Business Combination, page 150 20. Comment: We note your disclosure that the Phase 1 clinical trial for CLD-101 “established proof-of-concept and safety of CLD-101[.]” Similarly, we note your disclosure in the section entitled “Business of Calidi Biotherapeutics” that Calidi’s product platform leads “to a potential improvement in the efficacy of oncolytic viruses[,]” “efficient induction of local anti-tumor immune response[,]” “higher therapeutic efficacy” and “efficient cell-based delivery[.]” Please revise these and similar statements throughout your registration statement, including in the first two paragraphs on page 272, to remove any claims of safety or efficacy, as safety and efficacy determinations are in the exclusive purview of the FDA or other regulators. Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 10, 13, 28, 157, 214-215, 217-219, 222-223 and 292 of the Amended Registration Statement. Securities and Exchange Commission April 13, 2023 Page 7 Selected Public Company Analysis, page 155 21. Comment: We note that in its selected public company analysis, Benchmark utilized a metric called “expected probability of success” to calculate comparable companies’ enterprise values. We also note that some of the comparable companies chosen appear to have multiple assets in clinical development. Please revise your disclosure to explain why Benchmark deemed these companies to be comparable to Calidi and did not apply a discount or other adjustment to companies with multiple assets currently in clinical trials. Please also revise your disclosure to discuss the limitations of relying on aggregated expected probabilities of success to evaluate a single company’s business and disclose whether Benchmark considered these limitations in calculating the range of enterprise values for Calidi. Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 162 of the Amended Registration Statement. Business of Calidi Biotherapeutics Differentiated, Wholly-Owned Pipeline Targeting Multiple Cancer Indications, page 197 22. Comment: We note your inclusion of CLD-301 in your pipeline table. Please explain how this product candidate is sufficiently material to Calidi’s business to warrant inclusion in the pipeline table. Alternatively, please remove this candidate from your pipeline table. Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 218 of the Amended Registration Statement. Our Product Candidates, page 202 23. Comment: Please revise your disclosure in the first paragraph of thi