8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2022

FIRST LIGHT ACQUISITION GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40789	86-2967193
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

11110 Sunset Hills Road #2278
Reston, VA	20190
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (202) 503-9255

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	FLAGU	The New York Stock Exchange*
Class A common stock, par value $0.0001 per share	FLAG	The New York Stock Exchange*
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	FLAGW	The New York Stock Exchange*

* Pending transfer to NYSE American.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 14, 2022, First Light Acquisition Group, Inc. (“FLAG”), issued a press release announcing that it will transfer its listing to the NYSE American LLC (“NYSE American”), where FLAG has been approved for listing. In connection with listing on NYSE American, FLAG will voluntarily delist from The New York Stock Exchange. Following the transfer of its listing, FLAG intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission (the “SEC”). FLAG anticipates the transfer of listing to the NYSE American to occur on or about November 17, 2022.

FLAG intends to file a Form 8-A with respect to the registration of the FLAG’s securities on the NYSE American.

A copy of the press release is furnished hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the press release that FLAG issued on November 14, 2022.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press Release, dated November 14, 2022
104	Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 14, 2022

FIRST LIGHT ACQUISITION GROUP, INC.
By:	/s/ William J. Weber
Name:	William J. Weber
Title:	Co-Chief Executive Officer

By:	/s/ Thomas Vecchiolla
Name:	Thomas Vecchiolla
Title:	Co-Chief Executive Officer

EX-99.1

Exhibit 99.1

First Light Acquisition Group, Inc. Transfers Listing to NYSE American LLC

November 14, 2022

NEW YORK—(BUSINESS WIRE)— First Light Acquisition Group, Inc. (NYSE: FLAG) (“FLAG”), a special purpose acquisition company, announced today that it will transfer its listing to the NYSE American LLC (“NYSE American”), where it has been approved to list. In connection with the transfer, FLAG will voluntarily delist from The New York Stock Exchange. FLAG’s decision to transfer to the NYSE American was motivated by more favorable thresholds for continued listing on the NYSE American following recent redemptions of FLAG’s Class A common stock. Following the transfer, FLAG intends to continue to file the same types of periodic reports and other information it currently files with the Securities and Exchange Commission (the “SEC”). FLAG anticipates the transfer to the NYSE American to occur on or about November 17, 2022.

For more information, please contact:

FLAG Investor Relations

IR@firstlightacquisition.com

(202) 503-9255

XML

Document and Entity Information	Nov. 11, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 11, 2022
Entity Registrant Name	FIRST LIGHT ACQUISITION GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40789
Entity Tax Identification Number	86-2967193
Entity Address, Address Line One	11110 Sunset Hills Road
Entity Address, Address Line Two	#2278
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	202
Local Phone Number	503-9255
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001855485
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	FLAGU
Security Exchange Name	NYSE
Class A Redeemable Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FLAG
Security Exchange Name	NYSE
Redeemable warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	FLAGW
Security Exchange Name	NYSE