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United States securities and exchange commission logo
August 30, 2021
Bill Weber
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-1
Filed August 24,
2021
File No. 333-259038
Dear Mr. Weber:
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-1
General
1. Please ensure that your
disclosures on pages 90 and 207 are consistent with the scope of
your provision in
Article XII of your amended and restated certificate of incorporation. In
that regard, we note on
page 90 you state that the Court of Chancery and the federal
district court for the
District of Delaware shall concurrently be the sole and exclusive
forums for claims
arising under Securities Act. We also note that on page 207 you state
that your exclusive
forum provision will not apply to suits brought to enforce any duty or
liability created by
the Exchange Act or the Securities Act.
Bill Weber
First Light Acquisition Group, Inc.
August 30, 2021
Page 2
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 Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameBill Weber Sincerely,
Comapany NameFirst Light Acquisition Group, Inc.
Division of
Corporation Finance
August 30, 2021 Page 2 Office of
Manufacturing
FirstName LastName