United States securities and exchange commission logo

                              August 12, 2022

       William J. Weber
       Chief Executive Officer, President and Chairman
       First Light Acquisition Group, Inc.
       11110 Sunset Hills Road #2278
       Reston, VA 20190

                                                        Re: First Light
Acquisition Group, Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed August 8,
                                                            File No. 001-40789

       Dear Mr. Weber:

                                                        We have reviewed your
filing and have the following comment.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A filed August 8, 2022


   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
                                                        Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
                                                        as a result, the pool
of potential targets with which you could complete an initial business
                                                        combination may be
limited. Further, disclose that the time necessary for government
                                                        review of the
transaction or a decision to prohibit the transaction could prevent you from
                                                        completing an initial
business combination and require you to liquidate. Disclose the
                                                        consequences of
liquidation to investors, such as the losses of the investment opportunity
                                                        in a target company,
any price appreciation in the combined company, and the warrants,
                                                        which would expire
 William J. Weber
First Light Acquisition Group, Inc.
August 12, 2022
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.

       You may contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at
202-551-2544 with
any questions.

FirstName LastNameWilliam J. Weber
                                                          Division of
Corporation Finance
Comapany NameFirst Light Acquisition Group, Inc.
                                                          Office of Real Estate
& Construction
August 12, 2022 Page 2
cc:       Frederick S. Green, Esq.
FirstName LastName