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
 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 andLastNameThomas
FirstName  Lock-Up Agreement,     page 33
                              Vecchiolla
Comapany
8.         NameFirst
       Please          Light
              revise here andAcquisition Group,
                              elsewhere in       Inc.
                                           the prospectus, where appropriate,
to disclose how
       many  shares
March 9, 2023 Page 2in the combined  company   will be subject to lock-up
agreements.
FirstName LastName
 Thomas Vecchiolla
FirstName
First Light LastNameThomas
            Acquisition Group,Vecchiolla
                               Inc.
Comapany
March       NameFirst Light Acquisition Group, Inc.
        9, 2023
March3 9, 2023 Page 3
Page
FirstName LastName
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.
 Thomas Vecchiolla
FirstName
First Light LastNameThomas
            Acquisition Group,Vecchiolla
                               Inc.
Comapany
March       NameFirst Light Acquisition Group, Inc.
        9, 2023
March4 9, 2023 Page 4
Page
FirstName LastName
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
 Thomas Vecchiolla
FirstName
First Light LastNameThomas
            Acquisition Group,Vecchiolla
                               Inc.
Comapany
March       NameFirst Light Acquisition Group, Inc.
        9, 2023
March5 9, 2023 Page 5
Page
FirstName LastName
         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
 Thomas Vecchiolla
FirstName
First Light LastNameThomas
            Acquisition Group,Vecchiolla
                               Inc.
Comapany
March       NameFirst Light Acquisition Group, Inc.
        9, 2023
March6 9, 2023 Page 6
Page
FirstName LastName
         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
 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 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.
36.    We note that Guggenheim was the underwriter for the initial public
offering of the SPAC
       and that it has waived its rights to receive any deferred underwriting
fees in connection
       with the consummation of any business combination involving FLAG and
Calidi. Please
       tell us, with a view to disclosure, whether you have received notice
from any other
       financial institutions about ceasing involvement in your transaction and
how that may
       impact your deal or any deferred compensation that may be owed to these
institutions.
        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 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,
FirstName LastNameThomas Vecchiolla
                                                             Division of
Corporation Finance
Comapany NameFirst Light Acquisition Group, Inc.
                                                             Office of Life
Sciences
March 9, 2023 Page 7
cc:       Corey R. Chivers, Esq.
FirstName LastName