Correspondence 0001493152-24-002665 from Calidi Biotherapeutics, Inc. (CLDI)

Calidi Biotherapeutics, Inc.
Date: Jan. 17, 2024 · CIK: 0001855485 · Accession: 0001493152-24-002665

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File numbers found in text: 333-274885

Date

Jan. 17, 2024

Author

Allan Camaisa

Form

CORRESP

Company

Calidi Biotherapeutics, Inc.

Letter

Executive Drive, Suite 200

San Diego, CA 92121

January 17, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

F Street, NE

Washington, D.C. 20549

Attention: Jimmy McNamara

Re: Calidi Biotherapeutics, Inc.

Registration Statement on Form S-1

File No. 333-274885

Request for Acceleration

Requested Date: January 19, 2024

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form S-1, as amended, (File No. 333-274885) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on January 19, 2024, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact our counsel Scott E. Bartel of Lewis Brisbois Bisgaard & Smith LLP at (213) 358-6174.

Very Truly Yours,
Calidi Biotherapeutics, Inc.

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CORRESP
1
filename1.htm

4475
Executive Drive, Suite 200

San
Diego, CA 92121

January
17, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Jimmy McNamara

    Re:
    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-274885

    Request
    for Acceleration

    Requested
    Date: January 19, 2024

    Requested
    Time: 5:00 p.m. Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective
date of its Registration Statement on Form S-1, as amended, (File No. 333-274885) be accelerated so that the same will become effective
at 5:00 p.m., Eastern Time, on January 19, 2024, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact our counsel Scott E. Bartel of Lewis Brisbois Bisgaard & Smith LLP
at (213) 358-6174.

    Very Truly Yours,

    Calidi Biotherapeutics, Inc.

    By:
    /s/ Allan Camaisa

    Name:
    Allan Camaisa

    Title:
    Chief Executive Officer

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