Correspondence 0001493152-24-052065 from Calidi Biotherapeutics, Inc. (CLDI)

Calidi Biotherapeutics, Inc.
Date: Dec. 26, 2024 · CIK: 0001855485 · Accession: 0001493152-24-052065

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File numbers found in text: 333-283741

Date

Dec. 26, 2024

Author

Chief

Form

CORRESP

Company

Calidi Biotherapeutics, Inc.

Letter

Calidi Biotherapeutics, Inc.

Executive Drive, Suite 200

San Diego, CA 92121

(858) 794-9600

December 26, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

F Street N.E.

Washington, D.C. 20549

Re: Calidi Biotherapeutics, Inc.

Registration Statement on Form S-1

File No. 333-283741

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on Friday, December 27, 2024, or as soon thereafter as practicable.

Please contact Jay K. Yamamoto, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 810-0604, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very
truly yours,
CALIDI
BIOTHERAPEUTICS, INC.

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CORRESP
1
filename1.htm

Calidi
Biotherapeutics, Inc.

4475
Executive Drive, Suite 200

San
Diego, CA 92121

(858)
794-9600

December
26, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-283741

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on Friday,
December 27, 2024, or as soon thereafter as practicable.

Please
contact Jay K. Yamamoto, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 810-0604, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    CALIDI
    BIOTHERAPEUTICS, INC.

    By:

    /s/
    Andrew Jackson

    Andrew
    Jackson

    Chief
    Financial Officer

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