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                              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
 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
FirstName LastNameAllan Camaisa
       section to reflect that this offering involves the potential sale of a
substantial portion of
Comapany    NameCalidi
       shares             Biotherapeutics,
              for resale and                Inc. sales could impact the market
price of the
                              discuss how such
       company   s
December   21, 2023common
                     Page 2 stock.
FirstName LastName
 Allan Camaisa
FirstName  LastNameAllan
Calidi Biotherapeutics, Inc. Camaisa
Comapany21,
December   NameCalidi
               2023      Biotherapeutics, Inc.
December
Page 3     21, 2023 Page 3
FirstName LastName
        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.