0001193125-24-030256.txt : 20240209 0001193125-24-030256.hdr.sgml : 20240209 20240209170353 ACCESSION NUMBER: 0001193125-24-030256 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 GROUP MEMBERS: KOCH INDUSTRIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Calidi Biotherapeutics, Inc. CENTRAL INDEX KEY: 0001855485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 862967193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92875 FILM NUMBER: 24615980 BUSINESS ADDRESS: STREET 1: 4475 EXECUTIVE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-794-9600 MAIL ADDRESS: STREET 1: 4475 EXECUTIVE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: First Light Acquisition Group, Inc. DATE OF NAME CHANGE: 20210406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRING CREEK CAPITAL LLC CENTRAL INDEX KEY: 0001451531 ORGANIZATION NAME: IRS NUMBER: 030572769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 BUSINESS PHONE: 3168288310 MAIL ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 SC 13G/A 1 d724876dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Calidi Biotherapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

320703101

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP: 320703101

Page 2 of 6

 

 1   

 NAMES OF REPORTING PERSONS

 

 Spring Creek Capital, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 0

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 0%

12  

 TYPE OF REPORTING PERSON

 

 OO

CUSIP: 320703101

Page 3 of 6

 

 1   

 NAMES OF REPORTING PERSONS

 

 Koch Industries, Inc.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Kansas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 0

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 0

12  

 TYPE OF REPORTING PERSON

 

 CO

CUSIP: 320703101

Page 4 of 6

 

Item 1(a). Name of Issuer: Calidi Biotherapeutics, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Officers: 4475 Executive Drive, Suite 200, San Diego, California 92121

Item 2(a). Name of Person Filing:

Spring Creek Capital, LLC (“Spring Creek”)

SCC Holdings, LLC (“SCC”)

KIM, LLC (“KIM”)

Koch Investments Group, LLC (“KIG”)

Koch Investments Group Holdings, LLC (“KIGH”)

Koch Industries, Inc. (“Koch Industries”)

(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

 

Item

2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons is:

4111 E. 37th Street North

Wichita, KS 67220

 

Item

2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Common stock, par value $0.0001 per share.

Item 2(e). CUSIP No.: 320703101

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: 0

(b) Percent of class: 0%

(c) Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: 0

  (ii)

Shared power to vote or to direct the vote: 0

  (iii)

Sole power to dispose or to direct the disposition of: 0

  (iv)

Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

CUSIP: 320703101

Page 5 of 6

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP: 320703101

Page 6 of 6

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 9, 2024    
    Spring Creek Capital, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Vice President and Secretary
    SCC Holdings, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Secretary
    KIM, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Vice President and Secretary
    Koch Investments Group, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Secretary
    Koch Investments Group Holdings, LLC
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Secretary
    Koch Industries, Inc.
    By:  

/s/ Raffaele G. Fazio

    Name:   Raffaele G. Fazio
    Title:   Assistant Secretary