SecProbe.io

CORRESP
 1
 filename1.htm

 August 19, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Calidi Biotherapeutics, Inc.

 Registration Statement on Form S-1

 Filed August 15, 2025

 File No. 333-289670

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as representatives of the underwriters
of the proposed public offering of securities of Calidi Biotherapeutics, Inc. (the "Company"), hereby join the Company's
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 9:00 a.m., Eastern Time, on Wednesday, August 20, 2025, or at such later time as the Company or its counsel may orally request
via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under the
Securities Act, we, as representatives of the underwriters, wish to advise you that there will be distributed to each underwriter, who
is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that they
have complied and will continue to comply, and that they have been informed by the participating underwriters that they have complied
with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Remainder of Page Intentionally Left Blank]

 Very truly yours,

 Ladenburg Thalmann
 & Co., Inc.

 By:
 /s/
 Nicholas Stergis

 Name:
 Nicholas Stergis

 Title:
 Managing Director

 cc:
 Sheppard, Mullin, Richter & Hampton LLP

 Sichenzia Ross Ference Carmel LLP

CORRESP
 1
 filename1.htm

 August
19, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street NE

 Washington,
D.C. 20549

 Re:
 Calidi
 Biotherapeutics, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-289670

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Calidi Biotherapeutics, Inc. (the "Company") hereby
requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 9:00 a.m.,
Eastern Time, on Wednesday, August 20, 2025, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to
such time.

 Once
the Registration Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference Carmel
LLP, by contacting Rohini Sud at (212) 398-9026 or rsud@srfc.law.

 Very
 truly yours,

 /s/
 Andrew Jackson

 Andrew
 Jackson
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 Calidi
Biotherapeutics, Inc.

 4475
Executive Drive, Suite 200

 San
Diego, CA 92121

 (858)
794-9600

 July
24, 2025

 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-3

 File
 No. 333-288784

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act, 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 5:00 p.m., Eastern Time on Friday, July 25, 2025,
or as soon thereafter as practicable.

 Please
contact Marcelle Balcombe, of Sichenzia Ross Ference Carmel LLP at (212) 930-9700, 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 22, 2025

Eric Poma
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121

 Re: Calidi Biotherapeutics, Inc.
 Registration Statement on Form S-3
 Filed July 18, 2025
 File No. 333-288784
Dear Eric Poma:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Marcelle Balcombe
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Calidi
Biotherapeutics, Inc.

 4475
Executive Drive, Suite 200

 San
Diego, CA 92121

 (858)
794-9600

 July
10, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Calidi
 Biotherapeutics, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-288529

 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,
July 11, 2025, or as soon thereafter as practicable.

 Please
contact Rohini Sud, of Sichenzia Ross Ference Carmel LLP at (646) 797-1896, 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Eric Poma
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121

 Re: Calidi Biotherapeutics, Inc.
 Draft Registration Statement on Form S-1
 Submitted July 2, 2025
 CIK No. 0001855485
Dear Eric Poma:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Marcelle Balcombe
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Eric Poma
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121

 Re: Calidi Biotherapeutics, Inc.
 Registration Statement on Form S-1
 Filed July 3, 2025
 File No. 333-288529
Dear Eric Poma:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Marcelle Balcombe
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Calidi
Biotherapeutics, Inc.

4475
Executive Drive, Suite 200

San
Diego, CA 92121

(858)
794-9600

February
5, 2025

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-3

    File
    No. 333-284229

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act, 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 5:00 p.m., Eastern Time on Friday, February 7, 2025,
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

January 15, 2025
Allan J. Camaisa
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Dr., Suite 200
San Diego, CA 92121
Re:Calidi Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed January 10, 2025
File No. 333-284229
Dear Allan J. Camaisa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jay Yamamoto

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

December 17, 2024
Allan Camaisa
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121
Re:Calidi Biotherapeutics, Inc.
Registration Statement on Form S-1
Filed December 12, 2024
File No. 333-283741
Dear Allan Camaisa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jay K. Yamamoto, Esq.

CORRESP
1
filename1.htm

October
8, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street NE

Washington,
D.C. 20549

Attention:
Doris Stacey Gama

    Re:
    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-282456

    Filed
    on October 1, 2024, as amended October 7, 2024

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Calidi Biotherapeutics,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Thursday, October 10, 2024, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable. Once the Registration
Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference Carmel LLP., by calling
Jay K. Yamamoto, Esq. at 212-930-9700.

    Very
    truly yours,

    /s/
    Andrew Jackson

    Andrew Jackson

    Chief
    Financial Officer

October 7, 2024
Andrew Jackson
Chief Financial Officer
Calidi Biotherapeutics, Inc.
4475 Executive Dr., Suite 200
San Diego, CA 92121
Re:Calidi Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed October 1, 2024
File No. 333-282456
Dear Andrew Jackson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jay K. Yamamoto, Esq.

CORRESP
1
filename1.htm

April
15, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Tyler Howes

    Re:

    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-276741)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

Ladenburg
Thalmann & Co., Inc. (“Ladenburg”), solely acting as placement agent on a reasonable best efforts basis in an offering
pursuant to the registration statement on Form S-1 (333-276741) (the “Registration Statement”), hereby concurs in the request
by Calidi Biotherapeutics, Inc. that the effective date of the above-referenced registration statement be accelerated to 4:30 P.M. (Eastern
Time), or as soon as practicable thereafter, on April 15, 2024, pursuant to Rule 461 under the Securities Act. Ladenburg affirms that
it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very
    truly yours,

    LADENBURG
    THALMANN & CO. INC.

    By:

    /s/
    Nicholas Stergis

    Name:

    Nicholas
    Stergis

    Title:

    Managing
    Director

    cc:
    Andrew
    Jackson, Calidi Biotherapeutics, Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Stephen
    A. Cohen, Sheppard, Mullin, Richter & Hampton LLP

    Daniel
    Eng, Lewis Brisbois Bisgaard & Smith LLP

CORRESP
1
filename1.htm

4475
Executive Drive, Suite 200,

San
Diego, California 92121

April
15, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:

    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-1 (File No. 333-276741)

    Withdrawal
    of Request for Acceleration

Ladies
and Gentlemen:

The
undersigned hereby respectfully requests that the Company’s letter of acceleration submitted on April 10, 2024, originally requesting
that its Registration Statement on Form S-1 (File No. 333-276741) be accelerated to become effective at 5:30 p.m., Eastern Time, on April
11, 2024, as orally postponed to April 12, 2024, be withdrawn.

If
you have any questions regarding this request, please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at
(415) 262-8508.

    Very
    Truly Yours,

    Calidi
    Biotherapeutics, Inc.

    By:

    /s/
    Andrew Jackson

    Name:

    Andrew
    Jackson

    Title:

    Chief
    Financial Officer

CORRESP
1
filename1.htm

4475
Executive Drive, Suite 200,

San
Diego, California 92121

April
15, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:

    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-1 (File No. 333-276741)

    Request
    for Acceleration

    Requested
    Date: April 15, 2024

    Requested
    Time: 4:30 p.m. Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby respectfully requests
that the effective date of its Registration Statement on Form S-1, as amended, (File No. 333-276741) be accelerated so that the same
will become effective at 4:30 p.m., Eastern Time, on April 15, 2024, or as soon thereafter as is practicable. In making this acceleration
request, the undersigned acknowledges that it is aware of its responsibilities under the Act.

If
you have any questions regarding this request, please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at
(415) 262-8508.

    Very
    Truly Yours,

    Calidi
    Biotherapeutics, Inc.

    By:

    /s/
    Andrew Jackson

    Name:

    Andrew
    Jackson

    Title:

    Chief
    Financial Officer

CORRESP
1
filename1.htm

4475
Executive Drive, Suite 200,

San
Diego, California 92121

April
10, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:

    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-1 (File No. 333-276741)

    Request
    for Acceleration

    Requested
    Date: April 11, 2024

Requested
Time: 5:30 p.m. Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby respectfully requests
that the effective date of its Registration Statement on Form S-1, as amended, (File No. 333-276741) be accelerated so that the same
will become effective at 5:30 p.m., Eastern Time, on April 11, 2024, or as soon thereafter as is practicable. In making this acceleration
request, the undersigned acknowledges that it is aware of its responsibilities under the Act.

If
you have any questions regarding this request, please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at
(415) 262-8508.

    Very
    Truly Yours,

    Calidi
    Biotherapeutics, Inc.

    By:

    /s/
    Andrew Jackson

    Name:

    Andrew
    Jackson

    Title:

    Chief
    Financial Officer

CORRESP
1
filename1.htm

April
10, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Tyler Howes

    Re:

    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-276741)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

Ladenburg
Thalmann & Co., Inc. (“Ladenburg”), solely acting as placement agent on a reasonable best efforts basis
in an offering pursuant to the registration statement on Form S-1 (333-276741) (the “Registration Statement”), hereby concurs
in the request by Calidi Biotherapeutics, Inc. that the effective date of the above-referenced registration statement be accelerated
to 5:30 P.M. (Eastern Time), or as soon as practicable thereafter, on April 11, 2024, pursuant to Rule 461 under the Securities
Act. Ladenburg affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant
to the Registration Statement.

    Very truly yours,

    LADENBURG
    THALMANN & CO. INC.

    By:

    /s/
    Nicholas Stergis

    Name:

    Nicholas Stergis

    Title:

    Managing Director

    cc:
    Andrew
    Jackson, Calidi Biotherapeutics, Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Stephen
    A. Cohen, Sheppard, Mullin, Richter & Hampton LLP

    Daniel
    Eng, Lewis Brisbois Bisgaard & Smith LLP

United States securities and exchange commission logo
February 1, 2024
Allan J. Camaisa
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121
Re:Calidi Biotherapeutics, Inc.
Registration Statement on Form S-1
Filed January 29, 2024
File No. 333-276741
Dear Allan J. Camaisa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel B. Eng, Esq.

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

CORRESP
1
filename1.htm

    Daniel
    B. Eng

    45
    Fremont Street, Suite 3000

    San
    Francisco, California 94105

    Daniel.Eng@lewisbrisbois.com

    Direct:
    415.262.8508

    January
    16, 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.

Amendment
No. 2 to Registration Statement on Form S-1

Filed
January 8, 2024

File
No. 333-274885

Dear
Mr. McNamara:

On
behalf of Calidi Biotherapeutics, Inc. (the “Company”), we are submitting this letter in response to the Securities and Exchange
Commission’s (“SEC’s”) staff comment letter dated January 10, 2024. We have reproduced the text of the staff’s
comments in bold-faced type and have provided our responses. Terms used in our responses that are not defined shall have the same meaning
as defined in Amendment No. 3 to the Company’s Registration Statement on Form S-1 concurrently filed with the Commission.

Amendment
No. 2 to Registration Statement on Form S-1

Risk
Factors

The
Settlement Amount, if any, to Be Paid Under the Forward Purchase Agreements is subject to

adjustment,
page 62

1. We
                                            note your response to prior comment 3 and re-issue in part. Please disclose the risks and
                                            benefits to each of Calidi and the Sellers based upon how the forward purchase agreements
                                            operate, including a clear description of Calidi’s maximum monetary and dilutive exposure
                                            arising under these agreements and when such exposure would arise.

The
Company has revised the risk factor on page 62 and “Forward Purchase Agreement” discussion beginning on page 120 to clarify
the reasons for entering into the Forward Purchase Agreements and related agreements, the number of shares subject to the Forward Purchase
Agreements and the reason why the Company believes that it will not receive a settlement amount under the Forward Purchase Agreements.
In this regard, the Company has disclosed on pages 120 and 121 the benefits and risks to Calid and the Sellers.

ARIZONA
● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA
● KANSAS ● KENTUCKY ● LOUISIANA ● MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ●
MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA ● OHIO ● OREGON ●
PENNSYLVANIA ● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON
D.C. ● WEST VIRGINIA

Jimmy
McNamara

January
16, 2024

Page
2

Management’s
Discussion and Analysis

Company
Overview, page 64

 2. We
                                            note your revised disclosure that you will be required to raise additional capital. As requested
                                            by prior comment 4, please discuss the effect this offering could have on the company’s
                                            ability to raise additional capital.

In
light of the staff’s comment, we have revised the risk factor on page 60 and disclosure on page 65 of the MD&A section to state
that a sale of a substantial number of shares under the current registration statement may adversely affect the share price that the
Company may obtain in future financings and to conduct and complete future financings.

Please
let the undersigned know if the staff has further questions or comments.

    Very
    truly yours,

    /s/
    Daniel B. Eng of

    LEWIS
    BRISBOIS BISGAARD & SMITH llp

DBE

LEWIS
BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

United States securities and exchange commission logo
January 10, 2024
Allan Camaisa
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121
Re:Calidi Biotherapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-274885
Dear Allan Camaisa:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 21, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
The Settlement Amount, if any, to Be Paid Under the Forward Purchase Agreements is subject to
adjustment, page 62
1.We note your response to prior comment 3 and re-issue in part. Please disclose the risks
and benefits to each of Calidi and the Sellers based upon how the forward
purchase agreements operate, including a clear description of Calidi's maximum monetary
and dilutive exposure arising under these agreements and when such exposure would
arise.

 FirstName LastNameAllan  Camaisa
 Comapany NameCalidi Biotherapeutics, Inc.
 January 10, 2024 Page 2
 FirstName LastName
Allan  Camaisa
Calidi Biotherapeutics, Inc.
January 10, 2024
Page 2
Management's Discussion and Analysis
Company Overview, page 64
2.We note your revised disclosure that you will be required to raise additional capital. As
requested by prior comment 4, please discuss the effect this offering could have on the
company's ability to raise additional capital.
            Please contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott E. Bartel, Esq.

CORRESP
1
filename1.htm

    Daniel
    B. Eng

    45
    Fremont Street, Suite 3000

    San
    Francisco, California 94105

    Daniel.Eng@lewisbrisbois.com

    Direct:
    415.262.8508

    January
    8, 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.

    Amendment
No. 1 to Registration Statement on Form S-1

    Filed
    December 12, 2023

    File
No. 333-274885

Dear
Mr. McNamara:

On
behalf of Calidi Biotherapeutics, Inc. (the “Company”), we are submitting this letter in response to the Securities and Exchange
Commission’s (“SEC’s”) staff comment letter dated December 21, 2023 and to update certain information for
the year ended December 31, 2023. We have reproduced the text of the staff’s comments in bold-faced type and have provided
our responses. Terms used in our responses that are not defined shall have the same meaning as defined in Amendment No. 2 to the Company’s
Registration Statement on Form S-1 concurrently filed with the Commission.

Amendment
No. 1 to Registration Statement on Form S-1

Cover
Page

    1.
    We
    note your response to prior comment 1. For any shares of common stock being registered for resale that were acquired at a discount
    to the SPAC IPO price, disclose the price per share that each group of selling securityholders paid for such shares. For example,
    if the shares issued for cancellation of debt, or under the forward purchase or PIPE agreements, were acquired or are acquirable
    at less than $10.00 per share, please indicate the price that such group of selling securityholders paid or will pay for such shares.
    In addition, as requested by prior comment 9, to the extent that shares being offered for resale were or will be acquired at a discount
    to the SPAC IPO price, disclose that while such selling securityholders may experience a positive rate of return based on the current
    trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences
    in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will
    earn based on the current trading price. Lastly, please expand your risk factor disclosure as appropriate.

ARIZONA
● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA
● KANSAS ● KENTUCKY ● LOUISIANA MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ● MISSOURI
● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA OHIO ● OREGON ● PENNSYLVANIA
● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON D.C. ●
WEST VIRGINIA

Jimmy
McNamara

January
8, 2024

Page
2

The
Company has revised the disclosure on the cover page to indicate the purchase price of the shares of common stock to be sold by each
selling securityholder group. We have also indicated the potential profit to be earned by certain selling securities, consisting primarily
of those selling securityholders who received sponsor shares, based on the current market price. In addition, we have added similar disclosure
in the first full corresponding risk factor on page 62.

Prospectus
Summary, page 4

  2.
  We note your response
  to comment 2, and re-issue in part. As your warrants are out the money, please disclose the likelihood that warrant holders will not
  exercise their warrants in the prospectus summary, risk factors, and MD&A.

The
Company has revised the prospectus summary, risk factors and MD&A to clearly indicate that in light of the current market price for
a share of Company common stock, the exercise of both public and private warrants is unlikely. See cover page and pages 4, 7, 11,
63, and 74.

Risk
Factors

The
Settlement Amount, if any, to Be Paid Under the Forward Purchase Agreements is subject to adjustment, page 62

  3.
  We note your response
  to comment 8 and re-issue in part. Please revise to provide:

    ●
    a
    clear statement as to whether these agreements are intended to be a source of liquidity to Calidi after the consummation of the business
    combination, and, if so, disclose the minimum and maximum amount of capital that could be raised by Calidi under these agreements;

    ●
     the
    risks and benefits to each of Calidi and the Sellers based upon how the agreements operate, including a clear description of Calidi’s
    maximum monetary and dilutive exposure arising under these agreements and when such exposure would arise; and

    ●
     the
    amount of cash Calidi has received to date, if any, and how such amounts were determined.

The
Company has revised the disclosure on pages 62, 120 and 121 to clarify that the forward purchase agreements are derivative
securities and are not intended to be a source of financing. The forward purchase agreements were entered into as a condition
of the financing of Calidi’s Series B convertible preferred stock private placement. Because the forward purchase agreement
contains a reset price mechanism, in light of the current trading price for a share of the Company’s common stock, the
Company does not anticipate any proceeds from settlement of the forward purchase agreements. The Company has disclosed on in the
second full paragraph on page 120 the aggregate amount that it received under the Series B financing and
forward purchase agreements.

LEWIS
BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

Jimmy
                                            McNamara

January
8, 2024

Page
3

Management’s
Discussion and Analysis

Company’s
Overview, page 64

  4.
  We note your response
  to comment 6 and re-issue in part. Please revise to address the portion of the prior comment which requested that if the company is
  likely to have to seek additional capital, discuss the effect this offering could have on the company’s ability to raise additional
  capital.

The
Company has disclosed in the summary section on pages 4 and 5, risk factor section on page 60 and MD&A section on page
65 the potential adverse effect of the sale of a substantial amount of common stock on the Company’s ability to raise capital.

  5.
  We note your response
  to comment 7 and re-issue. Please expand your discussion in this section to reflect that this offering involves the potential sale
  of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common
  stock.

The
Company has disclosed on the cover page, in the risk factor section on pages 5 and 62 the potential adverse effect of the sale of or perceived ability to sell a substantial amount of common stock on the Company’s
ability to raise capital.

Please
let the undersigned know if the staff has further questions or comments.

    Very
                                            truly yours,

    Daniel
    B. Eng of

    LEWIS
    BRISBOIS BISGAARD & SMITH llp

DBE

LEWIS
                                            BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

United States securities and exchange commission logo
December 21, 2023
Allan Camaisa
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121
Re:Calidi Biotherapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 12, 2023
File No. 333-274885
Dear Allan Camaisa:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1. For any shares of common stock being
registered for resale that were acquired at a discount to the SPAC IPO price, disclose the
price per share that each group of selling securityholders paid for such shares. For
example, if the shares issued for cancellation of debt, or under the forward purchase or
PIPE agreements, were acquired or are acquirable at less than $10.00 per share, please
indicate the price that such group of selling securityholders paid or will pay for such
shares. In addition, as requested by prior comment 9, to the extent that shares being
offered for resale were or will be acquired at a discount to the SPAC IPO price, disclose
that while such selling securityholders may experience a positive rate of return based on
the current trading price, the public securityholders may not experience a similar rate of
return on the securities they purchased due to differences in the purchase prices and the

 FirstName LastNameAllan  Camaisa
 Comapany NameCalidi Biotherapeutics, Inc.
 December 21, 2023 Page 2
 FirstName LastName
Allan  Camaisa
Calidi Biotherapeutics, Inc.
December 21, 2023
Page 2
current trading price. Please also disclose the potential profit the selling securityholders
will earn based on the current trading price. Lastly, please expand your risk factor
disclosure as appropriate.
Prospectus Summary, page 4
2.We note your response to comment 2, and re-issue in part. As your warrants are out the
money, please disclose the likelihood that warrant holders will not exercise their warrants
in the prospectus summary, risk factors, and MD&A.
Risk Factors
The Settlement Amount, if any, to Be Paid Under the Forward Purchase Agreements is subject to
adjustment, page 62
3.We note your response to comment 8 and re-issue in part. Please revise to provide:
•a clear statement as to whether these agreements are intended to be a source of
liquidity to Calidi after the consummation of the business combination, and, if so,
disclose the minimum and maximum amount of capital that could be raised by Calidi
under these agreements;
•the risks and benefits to each of Calidi and the Sellers based upon how the
agreements operate, including a clear description of Calidi's maximum monetary and
dilutive exposure arising under these agreements and when such exposure would
arise; and
•the amount of cash Calidi has received to date, if any, and how such amounts were
determined.
Management's Discussion and Analysis
Company's Overview, page 64
4.We note your response to comment 6 and re-issue in part. Please revise to address the
portion of the prior comment which requested that if the company is likely to have to seek
additional capital, discuss the effect this offering could have on the company's ability to
raise additional capital.
5.We note your response to comment 7 and re-issue. Please expand your discussion in this
section to reflect that this offering involves the potential sale of a substantial portion of
shares for resale and discuss how such sales could impact the market price of the
company’s common stock.

 FirstName LastNameAllan  Camaisa
 Comapany NameCalidi Biotherapeutics, Inc.
 December 21, 2023 Page 3
 FirstName LastName
Allan  Camaisa
Calidi Biotherapeutics, Inc.
December 21, 2023
Page 3
             Please contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott E. Bartel, Esq.

CORRESP
1
filename1.htm

    Daniel
                                            B. Eng

    45
    Fremont Street, Suite 3000

    San
    Francisco, California 94105

    Daniel.Eng@lewisbrisbois.com

    Direct:
    415.262.8508

    December
    12, 2023

VIA
EDGAR

    Securities
                                            and Exchange Commission

    Division
    of Corporation Finance

    Office
    of Life Sciences

    100
    F Street, NE

    Washington,
    D.C. 20549

    Attention:
    Tim Buchmiller

 Re: Calidi
                                            Biotherapeutics, Inc.

    Registration
                                            Statement on Form S-1

    Filed
                                            October 6, 2023

    File
                                            No. 333-274885

Dear
Mr. Buchmiller:

On
behalf of Calidi Biotherapeutics, Inc. (the “Company”), we are submitting this letter in response to the Securities and Exchange
Commission’s (“SEC’s”) staff comment letter dated October 6, 2023. We have reproduced the text of the staff’s
comments in bold-faced type and have provided our responses. Terms used in our responses that are not defined shall have the same meaning
as defined in Amendment No. 1 to the Company’s Registration Statement on Form S-1 concurrently filed with the Commission.

Registration
Statement on Form S-1

Cover
Page

1.
For each of the common stock and warrants being registered for resale, disclose the price per security that the selling securityholders
paid for such security, and for shares underlying warrants, the price paid for such warrants.

In
light of the common stock being registered were acquired by each of the Selling Securityholders at different prices, of which
some of the acquisition prices are below the current trading price of the Company’s common stock, we do not think
it would be reasonable, and it would be cumbersome, to provide the acquisition price for the common stock and warrants for each
selling securityholder. However, in response to the staff’s common we have provided the number of sponsor shares and that the sponsor
shares were acquired at a nominal value of $0.004 per share and that the sale of the sponsor shares by the holder thereof could result
in a substantial profit. See the cover page to the prospectus.

ARIZONA
● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA
● KANSAS ● KENTUCKY ● LOUISIANA MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ● MISSOURI
● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA OHIO ● OREGON ● PENNSYLVANIA
● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON D.C. ●
WEST VIRGINIA

Tim
Buchmiller

December 12, 2023

Page 2

2.
Disclose the exercise price of the warrants compared to the market price of the underlying security. If the warrants are out the money,
please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company
to fund your operations on a prospective basis with your current cash on hand.

The
Company has disclosed on the cover page and pages 7 and 63 the exercise price for both the Public and Private Warrants and
that considering the current trading price of the Company’s common stock, it is unlikely that both the Public and Private Warrants
will be exercised.

3.
We note the significant number of redemptions of FLAG Class A Common Stock in connection with your business combination and that the
shares being registered for resale will constitute a considerable percentage of your public float. If the shares being registered for
resale were purchased by the selling securityholders for prices considerably below the current market price of your common stock, highlight
the significant negative impact sales of shares on this registration statement could have on the public trading price of your common
stock.

In
response to this comment and comment number 1, we have indicated the nominal purchase price for the sponsor shares and the potential
profit from the sale thereof. In addition, we have disclosed on the cover page and pages 5, 7 and 62 that the number of
shares of common stock being registered by the selling securities represents a substantial percentage of the number of shares of common
stock outstanding and the potential adverse effect.

Prospectus
Summary, page 4

4.
We note your disclosure on page 80 that based on your operating plan, you believe you do not have sufficient cash on hand to support
current operations for at least one year from the date of issuance of your unaudited condensed consolidated financial statements as of,
and for the six months ended June 30, 2023, and have concluded that this circumstance raises substantial doubt about your ability to
continue as a going concern, and that the report of your independent registered public accounting firm on your consolidated financial
statements as of and for the years ended December 31, 2022 and 2021 included an explanatory paragraph indicating that there was substantial
doubt about your ability to continue as a going concern. Please balance your prospectus summary by disclosing your history of net losses,
the current rate at which you use funds in your operations and the amount of time your present capital will last at this rate without
additional funds.

The
Company has disclosed in the summary section on page 4 that it does not have sufficient cash to support current operations for
one year and that the Company’s independent registered public accounting firm has raised a substantial doubt about the Company’s
ability to continue as a going concern.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

Tim
Buchmiller

December 12, 2023

Page 3

Risk
Factors, page 8

5.
Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement
could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose
that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

The
Company has added a new risk factor on page 62 to address the comment.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Overview,
page 78

6.
In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises
of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock,
expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination.
If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.

The
Company has added disclosure to indicate that in light of the current trading price of the common stock and the exercise price for the
Warrants, it is unlikely that the holders will exercise their Warrants. Further, the Company has added disclosure that the Company will
need to raise additional capital for its operations which will dilute existing shareholders. Please see pages 7, 60 and 63.

7.
Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares
for resale and discuss how such sales could impact the market price of the company’s common stock.

The
Company has added further discussion regarding the potential negative impact to the market price of the Company’s common stock
because of the number shares that may be resold.

8.
Provide a clear description of the Forward Purchase Agreements, including the following:

 ● the
                                            business purpose of these agreements and a clear statement as to whether these agreements
                                            are intended to be a source of liquidity to Calidi after the consummation of the business
                                            combination, and, if so, disclose the minimum and maximum amount of capital that could be
                                            raised by Calidi under these agreements;

 ● the
                                            risks and benefits to each of Calidi and the Sellers based upon how the agreements operate,
                                            including a clear description of Calidi’s maximum monetary and dilutive exposure arising
                                            under these agreements and when such exposure would arise;

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

Tim
Buchmiller

December 12, 2023

Page 4

 ● how
                                            the agreements operate, including how and when Calidi and the Sellers receive cash. In this
                                            regard, we note your disclosure that if the Sellers liquidate the shares below $10.00 per
                                            share, then Calidi will be entitled to the price sold, less $2.00 per share, from the Sellers.
                                            Provide an example of how this would work based on the recent trading prices of your common
                                            stock, indicating the amount of proceeds from such sales that would be retained by the Sellers
                                            and the amount of cash that would be received by Calidi; and

 ● the
                                            amount of cash Calidi has received to date, if any, and how such amounts were determined.

In
response to the staff’s comment, the Company has revised its disclosure regarding the reasons why it entered into the Forward Purchase
Agreements and related agreements, including the amount the Company received in connection with the Calidi Series B Financing and in
connection with the Forward Purchase Agreements. In addition, the Company has disclosed the amount received as a prepayment from Sellers
and a Risk Factor indicating that the Company may not receive any settlement amount in connection with the Forward Purchase Agreements.
See page 62.

General

9.
Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight
any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors and other selling
security holders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants.
Disclose that while the Sponsor, private placement investors, PIPE investors and other selling securityholders may experience a positive
rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the
selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

As
disclosed, because the Selling Securityholders acquired their shares at various prices, some of which are above the current market
price, the Company does not believe that it is feasible nor meaningful to provide each of the purchase prices. However, the Company
has provided the nominal purchase price for the sponsor shares and the potential profit the holders thereof if such shares were sold
at the current market price. See the Company’s response to Comment number 1.

Please
let the undersigned know if the staff has further questions or comments.

    Very
    truly yours,

    Daniel
    B. Eng of

    LEWIS
    BRISBOIS BISGAARD & SMITH llp

DBE

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

United States securities and exchange commission logo
October 19, 2023
Allan Camaisa
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121
Re:Calidi Biotherapeutics, Inc.
Registration Statement on Form S-1
Filed October 6, 2023
File No. 333-274885
Dear Allan Camaisa:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.For each of the common stock and warrants being registered for resale, disclose the price
per security that the selling securityholders paid for such security, and for shares
underlying warrants, the price paid for such warrants.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
security. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.

 FirstName LastNameAllan  Camaisa
 Comapany NameCalidi Biotherapeutics, Inc.
 October 19, 2023 Page 2
 FirstName LastName
Allan  Camaisa
Calidi Biotherapeutics, Inc.
October 19, 2023
Page 2
3.We note the significant number of redemptions of FLAG Class A Common Stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. If the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of your common stock, highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of your common stock.
Prospectus Summary, page 4
4.We note your disclosure on page 80 that based on your operating plan, you believe you do
not have sufficient cash on hand to support current operations for at least one year from
the date of issuance of your unaudited condensed consolidated financial statements as of,
and for the six months ended June 30, 2023, and have concluded that this circumstance
raises substantial doubt about your ability to continue as a going concern, and that the
report of your independent registered public accounting firm on your consolidated
financial statements as of and for the years ended December 31, 2022 and 2021 included
an explanatory paragraph indicating that there was substantial doubt about your ability to
continue as a going concern. Please balance your prospectus summary by disclosing your
history of net losses, the current rate at which you use funds in your operations and the
amount of time your present capital will last at this rate without additional funds.
Risk Factors, page 8
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 78
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.

 FirstName LastNameAllan  Camaisa
 Comapany NameCalidi Biotherapeutics, Inc.
 October 19, 2023 Page 3
 FirstName LastName
Allan  Camaisa
Calidi Biotherapeutics, Inc.
October 19, 2023
Page 3
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
8.Provide a clear description of the Forward Purchase Agreements, including the following:
•the business purpose of these agreements and a clear statement as to whether these
agreements are intended to be a source of liquidity to Calidi after the consummation
of the business combination, and, if so, disclose the minimum and maximum amount
of capital that could be raised by Calidi under these agreements;
•the risks and benefits to each of Calidi and the Sellers based upon how the
agreements operate, including a clear description of Calidi's maximum monetary and
dilutive exposure arising under these agreements and when such exposure would
arise;
•how the agreements operate, including how and when Calidi and the Sellers receive
cash. In this regard, we note your disclosure that if the Sellers liquidate the shares
below $10.00 per share, then Calidi will be entitled to the price sold, less $2.00 per
share, from the Sellers. Provide an example of how this would work based on the
recent trading prices of your common stock, indicating the amount of proceeds from
such sales that would be retained by the Sellers and the amount of cash that would be
received by Calidi; and
•the amount of cash Calidi has received to date, if any, and how such amounts were
determined.
General
9.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors, PIPE investors and other
selling security holders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the Sponsor,
private placement investors, PIPE investors and other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAllan  Camaisa
 Comapany NameCalidi Biotherapeutics, Inc.
 October 19, 2023 Page 4
 FirstName LastName
Allan  Camaisa
Calidi Biotherapeutics, Inc.
October 19, 2023
Page 4
            Please contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott E. Bartel, Esq.

CORRESP
1
filename1.htm

CORRESP

 First Light Acquisition Group, Inc.

11110 Sunset Hills Road #2278

Reston, VA 20190

 August 3, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Joshua Gorsky

Re: First Light Acquisition Group, Inc.

 Registration
Statement on Form S-4

 File No. 333-269705

Dear Mr. Gorsky:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), First Light Acquisition Group, Inc. (the “Registrant”) respectfully requests that the effective date of the Registrant’s Registration Statement on Form S-4 (File No. 333-269705) filed with the Securities and Exchange Commission (the “Commission”) on February 10, 2023, as amended by
Amendment No. 1 filed on April 13, 2023, Amendment No. 2 filed on May 8, 2023, Amendment No. 3 filed on June 30, 2023, Amendment No. 4 filed on July 25, 2023, Amendment No. 5 filed on August 1, 2023
and Amendment No. 6 filed on August 2, 2023 (the “Registration Statement”), be accelerated by the Commission to 12:00 pm Eastern Time on August 4, 2023, or as soon as practicable thereafter.

The Registrant hereby acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant hereby confirms that
it is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

The Registrant requests that it be notified of such effectiveness by a telephone call to Raymond O. Gietz of Weil, Gotshal & Manges LLP at (212) 310-8702 and that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement.

Very truly yours,

First Light Acquisition Group, Inc.

By:

/s/ Thomas Vecchiolla

Name:

Thomas Vecchiolla

Title:

Chief Executive Officer

cc:
 Thomas Vecchiolla, Chief Executive Officer, First Light Acquisition Group, Inc.

Corey R. Chivers, Esq., Weil, Gotshal & Manges LLP

CORRESP
1
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CORRESP

767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax

VIA EDGAR TRANSMISSION

July 24, 2023

 Joshua Gorsky

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street NE

Washington, D.C. 20549

Re:
 First Light Acquisition Group, Inc.

Amendment No. 3 to Registration Statement on Form S-4 filed June 30, 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 July 14, 2023, relating to Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on
June 30, 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.

 Questions and Answers About the Proposals

Q. What will New Calidi’s potential liquidity position be immediately following the Business Combination at the redemption
levels… page 19

 Securities and Exchange Commission

 July 24,
2023

 Page 2

 1.    Comment: We note your response to prior comment 1 and your revised disclosure
regarding what New Calidi’s potential liquidity position could be immediately following the Business Combination at the redemption levels set forth in your sensitivity analysis. We reissue our comment in part. Please revise your disclosure here
to note that the parties have the ability to waive the Minimum Cash Condition.

 Response: In response to the Staff’s comment,
FLAG has revised its disclosure on pages 19 and 41 of the Amended Registration Statement.

 Q. Will FLAG attempt to arrange new
financing in connection with the Transactions?, page 19

 2.    Comment: Please revise this Q&A to
reflect your disclosure on page 309 that Calidi Cure is solely managed and operated by Allan Camaisa, Calidi’s Chief Executive Officer and Chairman of the Board. In your revisions, please clarify whether Mr. Camaisa holds all
of the ownership interests in Calidi Cure.

 Please also revise to describe the nature of the relationship between Jackson and FLAG
and/or Calidi, as referenced on page 10.

 Response: In response to the Staff’s comment, FLAG has revised its disclosure on page
19 of the Amended Registration Statement.

 Background of the Business Combination, page 160

3.    Comment: We note your disclosure regarding the execution of the Securities Purchase Agreements in connection with
the Series B Financing. Please revise your disclosure here to provide further details about how these Securities Purchase Agreements were negotiated, including, but not limited to, the negotiations related to the amount and the price of Series B
Preferred Stock that would be purchased by Jackson and Cure, how the repayment provisions described on pages 309-310 were agreed upon and how it was determined that the commitment to purchase
$12.5 million of Series B Preferred Stock would be split between $5 million to be acquired initially and $7.5 million to be acquired subsequently.

Additionally, please file the Securities Purchase Agreements as exhibits to your registration statement or, alternatively, explain why you
are not required to do so.

 Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 152, 159, 160
and 161 of the Amended Registration Statement. In addition, FLAG has filed the Securities Purchase Agreement and related agreements in connection with the Series B Financing as exhibits to the Amended Registration Statement.

767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax

 Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8702 or by e-mail at raymond.gietz@weil.com.

Sincerely yours,

/s/ Raymond O. Gietz

Raymond O. Gietz

 cc: Thomas
A. Vecchiolla, Chairman and Chief Executive Officer, First Light Acquisition Group, Inc.

Corey
 Chivers, Esq., Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
July 14, 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. 3 to Registration Statement on Form S-4
Filed July 3, 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 May 18, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4, filed July 3, 2023
Questions and Answers About the Proposals
Q. What will New Calidi's potential liquidity position be immediately following the Business
Combination at the redemption levels..., page 19
1.We note your response to prior comment 1 and your revised disclosure regarding what
New Calidi's potential liquidity position could be immediately following the Business
Combination at the redemption levels set forth in your sensitivity analysis.  We reissue our
comment in part.  Please revise your disclosure here to note that the parties have the
ability to waive the Minimum Cash Condition.

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 July 14, 2023 Page 2
 FirstName LastName
Thomas Vecchiolla
First Light Acquisition Group, Inc.
July 14, 2023
Page 2
Q. Will FLAG attempt to arrange new financing in connection with the Transactions?, page 19
2.Please revise this Q&A to reflect your disclosure on page 309 that Calidi Cure is solely
managed and operated by Allan Camaisa, Calidi's Chief Executive Officer and Chairman
of the Board.  In your revisions, please clarify whether Mr. Camaisa holds all of the
ownership interests in Calidi Cure.

Please also revise to describe the nature of the relationship between Jackson and FLAG
and/or Calidi, as referenced on page 10.
Background of the Business Combination, page 160
3.We note your disclosure regarding the execution of the Securities Purchase Agreements in
connection with the Series B Financing.  Please revise your disclosure here to provide
further details about how these Securities Purchase Agreements were negotiated,
including, but not limited to, the negotiations related to the amount and the price of Series
B Preferred Stock that would be purchased by Jackson and Cure, how the repayment
provisions described on pages 309-310 were agreed upon and how it was determined that
the commitment to purchase $12.5 million of Series B Preferred Stock would be split
between $5 million to be acquired initially and $7.5 million to be acquired subsequently.

Additionally, please file the Securities Purchase Agreements as exhibits to your
registration statement or, alternatively, explain why you are not required to do so.
            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.

CORRESP
1
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CORRESP

 767 Fifth Avenue

New York, NY 10153-0119

 +1 212 310
8000 tel

 +1 212 310 8007 fax

June 30, 2023

 VIA EDGAR TRANSMISSION

 Joshua Gorsky

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street NE

 Washington, D.C. 20549

Re:
 First Light Acquisition Group, Inc.

Amendment No. 2 to Registration Statement on Form S-4 filed May 9, 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 May 18, 2023, relating to Amendment No. 2 to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on
May 9, 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.

 Questions and Answers About the Proposals, page 12

1.    Comment: We note your revised disclosure on page 38. Please revise this section, where appropriate, to add a
Q&A reflecting your disclosure on page 38 that the parties could waive the Minimum Cash Condition and discussing the Company’s potential liquidity position following the Business Combination at the redemption levels set forth in your
sensitivity analysis.

 Securities and Exchange Commission

June 30, 2023

  Page
 2

 Response: In response to the Staff’s comment, FLAG has revised its disclosure by adding
a new Question and Answer on page 19 of the Amended Registration Statement.

 Background of the Business Combination, page 117

2.    Comment: We note your statement that FLAG management explored ideas other than Calidi with Guggenheim. Please
revise to clarify what relationship existed between Guggenheim and FLAG after the close of the IPO, including any financial or merger-related advisory services conducted by Guggenheim and whether Guggenheim was involved in the selection of Calidi as
a potential merger target. To the extent Guggenheim was not involved in the selection of Calidi as a business combination target, please revise to disclose when Guggenheim ceased its involvement in consultations regarding FLAG’s initial
business combination.

 Please also disclose whether Guggenheim provided you with any reasons for the fee waiver. If there was no
dialogue and you did not seek out the reasons why Guggenheim was waiving deferred fees, despite already completing their services, please indicate so in your registration statement.

Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 152 and 157 of the Amended Registration Statement.

 General

3.    Comment: We note that your disclosure throughout the proxy statement/prospectus references a PIPE Investment
expected to occur concurrently with the consummation of the Business Combination. Please revise your proxy statement/prospectus to disclose the material terms of the PIPE Investment. Alternatively, please advise.

Response: In response to the Staff’s comment, FLAG advises the Staff that FLAG has not secured a PIPE Investment at this time and has
added disclosures to the Amended Registration Statement to that effect. While FLAG intends to explore further potential equity financings, including to provide post-closing liquidity, as a result of Calidi’s Series B Equity Financing (as
further described in the Amended Registration Statement), the parties do not expect that any such additional potential equity financing will be required to satisfy the closing conditions set forth in the Merger Agreement.

[Remainder of Page Intentionally Left Blank]

 Securities and Exchange Commission

June 30, 2023

  Page
 3

 Should any questions arise in connection with the filing or this response letter, please contact the
undersigned at 212-310-8702 or by e-mail at raymond.gietz@weil.com.

Sincerely yours,

/s/ Raymond O. Gietz

Raymond O. Gietz

cc:
 Thomas A. Vecchiolla, Chairman and Chief Executive Officer, First Light Acquisition Group, Inc.

 Corey Chivers, Esq., Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
May 18, 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. 2 to Registration Statement on Form S-4
Filed May 9, 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.
Amendment No. 2 to Registration Statement on Form S-4, filed May 9, 2023
Questions and Answers About the Proposals, page 12
1.We note your revised disclosure on page 38. Please revise this section, where appropriate,
to add a Q&A reflecting your disclosure on page 38 that the parties could waive the
Minimum Cash Condition and discussing the Company’s potential liquidity position
following the Business Combination at the redemption levels set forth in your sensitivity
analysis.
Background of the Business Combination, page 117
2.We note your statement that FLAG management explored ideas other than Calidi with
Guggenheim. Please revise to clarify what relationship existed between Guggenheim and
FLAG after the close of the IPO, including any financial or merger-related advisory

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 May 18, 2023 Page 2
 FirstName LastName
Thomas Vecchiolla
First Light Acquisition Group, Inc.
May 18, 2023
Page 2
services conducted by Guggenheim and whether Guggenheim was involved in the
selection of Calidi as a potential merger target. To the extent Guggenheim was not
involved in the selection of Calidi as a business combination target, please revise to
disclose when Guggenheim ceased its involvement in consultations regarding FLAG's
initial business combination.

Please also disclose whether Guggenheim provided you with any reasons for the fee
waiver. If there was no dialogue and you did not seek out the reasons why
Guggenheim was waiving deferred fees, despite already completing their services, please
indicate so in your registration statement.
General
3.We note that your disclosure throughout the proxy statement/prospectus references a PIPE
Investment expected to occur concurrently with the consummation of the Business
Combination. Please revise your proxy statement/prospectus to disclose the material terms
of the PIPE Investment. Alternatively, please advise.
            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.

CORRESP
1
filename1.htm

CORRESP

 767 Fifth Avenue

New York, NY 10153-0119

 +1 212 310
8000 tel

 +1 212 310 8007 fax

 May 8, 2023

VIA EDGAR TRANSMISSION

 Joshua Gorsky

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street NE

 Washington, D.C. 20549

Re:
 First Light Acquisition Group, Inc.

Amendment No. 1 to Registration Statement on Form S-4 filed April 13, 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 April 28, 2023, relating to Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission
on April 13, 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.

 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

 Securities and Exchange Commission

 May 8,
2023

  Page
 2

 1. Comment: 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.

 In response to the Staff’s comment, FLAG respectfully submits that there will be
no material U.S. federal income tax consequences to the current FLAG Stockholders as a result of the Merger. Accordingly, FLAG has revised the disclosure on page 19 of the Amended Registration Statement to delete this question.

Summary of the Proxy Statement/Prospectus, page 27

2. Comment: Please revise this section, where appropriate, to describe the payments required to be 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.

Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 38 of the Amended Registration Statement.

Interests of Certain Persons in the Business Combination, page 41

3. Comment: 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.

 Response: In response to the Staff’s comment, FLAG has revised its disclosure on pages 42-43 and 165 of the Amended Registration Statement.

 Background of the Business Combination, page
148

 Securities and Exchange Commission

 May 8,
2023

  Page
 3

 4. Comment: 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.

Response: In response to the Staff’s comment, FLAG has revised its disclosure on page 149 of the Amended Registration Statement.

5. Comment: 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.

 Response: In response to the Staff’s comment, FLAG has revised its
disclosure on page 150 of the Amended Registration Statement.

 Selected Public Company Analysis, page 161

6. Comment: 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.

 Response: In response to the
Staff’s comment, FLAG has revised its disclosure on page 162 of the Amended Registration Statement.

 First Light Acquisition
Group, Inc. Financial Statements

 Balance Sheets, page F-3

7. Comment: 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.

Response: In response to the Staff’s comment, FLAG has revised its disclosure in the section entitled “FLAG’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on page 214 of the Amended Registration Statement.

 Securities and Exchange Commission

 May 8,
2023

  Page
 4

 Exhibits

8. Comment: 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.

Response: In response to the Staff’s comment, FLAG has added a footnote for each redacted exhibit in the Exhibit Index noting that
certain identified information has been excluded.

 General

9. Comment: 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.

 Response: In response to the Staff’s comment, FLAG
has revised its disclosure on page 18 of the Amended Registration Statement.

 [Remainder of Page Intentionally Left Blank]

 Securities and Exchange Commission

 May 8,
2023

  Page
 5

 Should any questions arise in connection with the filing or this response letter, please contact the
undersigned at 212-310-8702 or by e-mail at raymond.gietz@weil.com.

Sincerely yours,

/s/ Raymond O. Gietz

Raymond O. Gietz

cc:
 Thomas A. Vecchiolla, Chairman and Chief Executive Officer, First Light Acquisition Group, Inc. Corey Chivers,
Esq., Weil, Gotshal & Manges LLP

United States securities and exchange commission logo
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.

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

United States securities and exchange commission logo
March 9, 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.
Registration Statement on Form S-4
Filed February 10, 2023
File No. 333-269705
Dear Thomas Vecchiolla:
            We have reviewed your 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.
Registration Statement on Form S-4, filed February 10, 2023
Summary of the Material Terms of the Transactions, page 9
1.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.
2.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

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 March 9, 2023 Page 2
 FirstName LastName
Thomas Vecchiolla
First Light Acquisition Group, Inc.
March 9, 2023
Page 2
marketing approvals.
3.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.
Questions and Answers About the Proposals, page 12
4.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.
Q. Will FLAG attempt to arrange new financing in connection with the Transactions?, page 17
5.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.
What are the material U.S. federal income tax consequences to the FLAG Stockholders as a
result of the Merger?, page 18
6.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.
Summary of the Proxy Statement/Prospectus
Registration Rights Agreement, page 33
7.Please revise here and throughout to disclose how many shares will be covered by the
Registration Rights Agreement.
Voting and Lock-Up Agreement, page 33
8.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.

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 March 9, 2023 Page 3
 FirstName LastName
Thomas Vecchiolla
First Light Acquisition Group, Inc.
March 9, 2023
Page 3
Interests of Certain Persons in the Business Combination, page 39
9.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.
10.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.
11.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.
Sources and Uses of Funds for the Transactions, page 42
12.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.
Risk Factors
Our product candidates are based on a novel approach to the treatment of cancer..., page 55
13.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.
Risks Related to FLAG and the Business Combination, page 105
14.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.
Background of the Business Combination, page 142
15.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.
16.Please revise this section, where appropriate, to disclose why Calidi and EDOC
Acquisition Corp. did not consummate their previously-announced transaction.

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 March 9, 2023 Page 4
 FirstName LastNameThomas Vecchiolla
First Light Acquisition Group, Inc.
March 9, 2023
Page 4
17.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.
18.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.
19.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.
FLAG's Board of Directors' Reasons for Approval of the Business Combination, page 150
20.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.
Selected Public Company Analysis, page 155
21.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

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 March 9, 2023 Page 5
 FirstName LastNameThomas Vecchiolla
First Light Acquisition Group, Inc.
March 9, 2023
Page 5
whether Benchmark considered these limitations in calculating the range of enterprise
values for Calidi.
Business of Calidi Biotherapeutics
Differentiated, Wholly-Owned Pipeline Targeting Multiple Cancer Indications, page 197
22.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.
Our Product Candidates, page 202
23.Please revise your disclosure in the first paragraph of this section to clarify if any
oncolytic viral therapies and/or oncolytic adenoviral therapies have received marketing
approvals to date.
Legal Proceedings, page 228
24.Please revise this section to describe the material details and current statuses of (i) the
Lander v. Calidi Biotherapeutics, Inc. lawsuit and (ii) the terminated physician agreement
matter referenced on page F-93.
Executive Compensation
Agreements with Named Executive Officers, page 246
25.Please revise this section to disclose whether the Business Combination will qualify as an
"institutional round of funding" that will cause the deferred annual base salaries of Mr.
Camaisa and Ms. Pizarro to be paid. To the extent the Business Combination will cause
these deferred amounts to be paid, please revise to quantify the payments to be made to
Mr. Camaisa and Ms. Pizarro.
Financing, page 253
26.Please clarify which of the Convertible Notes, Term Notes Payable, Loans Payable and
other forms of financing listed in this section will survive the Business Combination.
Settlement Arrangement, page 253
27.Please revise to clarify if the Business Combination will cause the entire unpaid settlement
liability amount to become due and payable. Please also quantify the amount currently
owed to the Former Executive pursuant to the Settlement Agreement.
Calidi Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 282
28.Please revise this section to quantify Calidi's current amount of indebtedness and to
disclose how much of this indebtedness is anticipated to be converted into shares of New

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 March 9, 2023 Page 6
 FirstName LastNameThomas Vecchiolla
First Light Acquisition Group, Inc.
March 9, 2023
Page 6
Calidi Common Stock following the Business Combination.
Description of Securities, page 295
29.Please revise this section to describe the material terms of the warrants of the combined
company.
Beneficial Ownership of Securities, page 310
30.Please identify in the footnotes to the table all natural persons who have voting and/or
investment power over the shares held by:
•Metric Finance Holdings I, LLC
•Polar Asset Management Partners Inc.
•Woodline Partners LP
•Koch Industries, Inc.
•Meteora.
Experts, page 317
31.We note that on November 26, 2022, Calidi’s Audit Committee approved the engagement
of Marcum LLP as Calidi’s independent registered public accounting firm for the year
ending December 31, 2022. In connection with this change in accountants:

•Please revise your disclosure to state whether the former accountant resigned,
declined to stand for re-election or was dismissed, and the specific date thereof, as
required by Item 304(a)(1)(i) of Regulation S-K.
•Obtain and file an Exhibit 16 letter from your former accountants stating whether the
accountants agree with the statements regarding the change in accountant in your
Form S-4. Refer to Items 304(a)(3) and 601(b)(16) of Regulation S-K.
Exhibits
32.Please file the Material License Agreement dated October 14, 2021 with Northwestern
that is referenced on page 210 as an exhibit to your registration statement. Alternatively,
please tell us why this agreement is not required to be filed.
33.Please file the employment agreements with the named executive officers of the combined
company as exhibits to your registration statement.
General
34.Please revise your proxy statement/prospectus to add a section discussing FLAG's
business.
35.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to

 FirstName LastNameThomas Vecchiolla
 Comapany NameFirst Light Acquisition Group, Inc.
 March 9, 2023 Page 7
 FirstName LastName
Thomas Vecchiolla
First Light Acquisition Group, Inc.
March 9, 2023
Page 7
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessa

United States securities and exchange commission logo
August 16, 2022
William J. Weber
Chief Executive Officer, President and Chairman
First Light Acquisition Group, Inc.
11110 Sunset Hills Road #2278
Reston, VA 20190
Re:First Light Acquisition Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed August 8, 2022
File No. 001-40789
Dear Mr. Weber:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Frederick S. Green, Esq.

CORRESP
1
filename1.htm

CORRESP

 767 Fifth Avenue

New York, NY 10153-0119

 +1 212 310
8000 tel

 +1 212 310 8007 fax

August 15, 2022

 VIA EDGAR TRANSMISSION

Ruairi Regan

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street NE

 Washington,
D.C. 20549

Re:
 First Light Acquisition Group, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed August 8, 2022

File No. 001-40789

Dear Mr. Regan:

 On behalf of our client,
First Light Acquisition Group, Inc., (the “Company”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated August 12, 2022, relating to the Preliminary Proxy on Schedule 14A (the “Proxy Statement”) filed with the Commission on August 8, 2022. For ease of reference, the comment contained in
the Comment Letter is printed below and is followed by the Company’s response.

 1. Comment: With a view toward disclosure, please
tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further,
disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

 Securities and Exchange Commission

August 15, 2022

 Page 2

 Response: In response to the Staff’s comment, the Company respectfully advises the Staff
that the Company’s sponsor, is not, is not controlled by, and does not have substantial ties with, a non-U.S. person.

Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8524 or by e-mail at frederick.green@weil.com.

Sincerely yours,

/s/ Frederick S. Green

Frederick S. Green

cc:
 William J. Weber, Chairman and Chief Executive Officer, First Light Acquisition Group, Inc.

United States securities and exchange commission logo
August 12, 2022
William J. Weber
Chief Executive Officer, President and Chairman
First Light Acquisition Group, Inc.
11110 Sunset Hills Road #2278
Reston, VA 20190
Re:First Light Acquisition Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed August 8, 2022
File No. 001-40789
Dear Mr. Weber:
            We have reviewed your filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed August 8, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate.  Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.

 FirstName LastNameWilliam J. Weber
 Comapany NameFirst Light Acquisition Group, Inc.
 August 12, 2022 Page 2
 FirstName LastName
William J. Weber
First Light Acquisition Group, Inc.
August 12, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Frederick S. Green, Esq.

CORRESP
1
filename1.htm

CORRESP

 First Light Acquisition Group, Inc.

11110 Sunset Hills Road #2278

Reston, VA 20190

 September 7,
2021

 VIA EMAIL & EDGAR

 Asia Timmons-Pierce

 Staff Attorney

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549-4561

Re: First Light Acquisition Group, Inc. (the “Company”) Registration Statement on Form S-1
(Registration No. 333- 259038)

 Dear Ms. Timmons-Pierce:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-259038) be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m.
Washington D.C. time on September 9, 2021 or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a
telephone call to Frederick Green of Weil, Gotshal & Manges LLP at (212) 310-8524 and that such effectiveness also be confirmed in writing.

Very truly yours,

First Light Acquisition Group, Inc.

By:

 /s/ William J. Weber

Name:

William J. Weber

Title:

Chief Executive Officer

 cc:

 Weil, Gotshal & Manges LLP

 Frederick S. Green

 Alexander D. Lynch

 Sidley Austin LLP

 Michael P. Heinz

Yoshiki Shimada

CORRESP
1
filename1.htm

CORRESP

 September 7, 2021

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Asia Timmons-Pierce

Re:
 First Light Acquisition Group, Inc.

Form S-1 Registration Statement

File
No. 333-259038

 Dear Ms. Timmons-Pierce:

 Pursuant to
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, as sole book-running manager, hereby joins in the request of First Light Acquisition Group, Inc. that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. New York time on September 9, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 200 copies of the
Preliminary Prospectus dated September 3, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

 * * *

[signature page follows]

 Very truly yours,

GUGGENHEIM SECURITIES, LLC

By:

 /s/ Jon Huerta

Name:  Jon Huerta

Title:    Senior Managing Director

 [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 767 Fifth Avenue

New York, NY 10153-0119

 +1 212 310
8000 tel

 +1 212 310 8007 fax

September 3, 2021

 VIA EDGAR
TRANSMISSION

 Ms. Asia Timmons-Pierce

 United
States Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street NE

Washington, D.C. 20549

Re:
 First Light Acquisition Group, Inc.

Registration Statement on Form S-1

Filed August 24, 2021

File No. 333-259038

Dear Ms. Timmons-Pierce:

 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 August 30, 2021, relating to the Registration Statement on Form S-1 (as amended, the “Registration Statement”) filed with the Commission on
August 24, 2021. In connection with these responses, FLAG is filing, electronically via EDGAR to the Commission, a revised Registration Statement (the “Amended Registration Statement”) on the date of this response letter.

For ease of reference, the Staff’s comment 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 response 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.

 Securities and Exchange Commission

September 3, 2021

  Page
 2

 Registration Statement on Form S-1

General

1.
 Comment: Please ensure that your disclosures on pages 90 and 207 are consistent with the scope of your
provision in Article XII of your amended and restated certificate of incorporation. In that regard, we note on page 90 you state that the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole
and exclusive forums for claims arising under Securities Act. We also note that on page 207 you state that your exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or the Securities
Act.

 The Company respectfully acknowledges the Staff’s comment. In response to the Staff’s comment, the
Company has revised its disclosure on pages 90 and 208 of the Amended Registration Statement.

 [Remainder of Page Intentionally Left
Blank]

 Securities and Exchange Commission

September 3, 2021

  Page
 3

 Should any questions arise in connection with the filing or this response letter, please contact the
undersigned at 212-310-8524 or by e-mail at frederick.green@weil.com.

Sincerely yours,

 /s/ Frederick S. Green

Frederick S. Green

cc:
 William J. Weber

Chief Executive Officer

 First
Light Acquisition Group, Inc.

 Alexander D. Lynch

Partner

 Weil, Gotshal &
Manges LLP

United States securities and exchange commission logo
August 30, 2021
Bill Weber
Chief Executive Officer
First Light Acquisition Group, Inc.
11110 Sunset Hills Road #2278
Reston, VA 20190
Re:First Light Acquisition Group, Inc.
Registration Statement on Form S-1
Filed August 24, 2021
File No. 333-259038
Dear Mr. Weber:
            We have reviewed your 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.
Registration Statement on Form S-1
General
1.Please ensure that your disclosures on pages 90 and 207 are consistent with the scope of
your provision in Article XII of your amended and restated certificate of incorporation.  In
that regard, we note on page 90 you state that the Court of Chancery and the federal
district court for the District of Delaware shall concurrently be the sole and exclusive
forums for claims arising under Securities Act.  We also note that on page 207 you state
that your exclusive forum provision will not apply to suits brought to enforce any duty or
liability created by the Exchange Act or the Securities Act.

 FirstName LastNameBill Weber
 Comapany NameFirst Light Acquisition Group, Inc.
 August 30, 2021 Page 2
 FirstName LastName
Bill Weber
First Light Acquisition Group, Inc.
August 30, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Charles Eastman at 202-551-3794 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing