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                              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
 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
FirstName LastNameThomas Vecchiolla
       on expected probabilities of success to evaluate a company   s business
and disclose
Comapany   NameFirst
       whether         Lightconsidered
                Benchmark    Acquisitionthese
                                          Group, Inc.
                                              limitations in calculating the
range of enterprise
       values
April 28, 2023for Calidi.
               Page  2
FirstName LastName
 Thomas Vecchiolla
FirstName
First Light LastNameThomas
            Acquisition Group,Vecchiolla
                               Inc.
Comapany
April       NameFirst Light Acquisition Group, Inc.
       28, 2023
April 328, 2023 Page 3
Page
FirstName LastName
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.