The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

FIRST LIGHT ACQUISITION GROUP, INC.

11110 Sunset Hills Road #2278

Reston, VA 20190

Dear First Light Acquisition Group, Inc. Stockholders,

On behalf of the board of directors (the “FLAG Board”) of First Light Acquisition Group, Inc., a Delaware corporation (“FLAG,” “we” or “our”), we cordially invite you to a special meeting (the “special meeting”) of stockholders (“FLAG Stockholders”), to be held via live webcast at [●] a.m. Eastern Time, on [●], 2023. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On January 9, 2023, FLAG entered into an Agreement and Plan of Merger (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”) with Calidi Biotherapeutics, Inc., a Nevada Corporation (“Calidi”), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG (“Merger Sub”), First Light Acquisition Group, LLC, in the capacity as representative for the stockholders of FLAG (the “Sponsor” or the “Purchaser Representative”) and Allan Camaisa, in the capacity as representative of the stockholders of Calidi (“Seller Representative”). Among other things, the Merger Agreement provides for the merger of Merger Sub with and into Calidi, with Calidi surviving such merger as a wholly-owned subsidiary of FLAG (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Business Combination”). Following the consummation of the Business Combination, FLAG will change its name to Calidi Biotherapeutics, Inc. We refer to the new public entity following the consummation of the Business Combination as “New Calidi.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Subject to the terms of the Merger Agreement, upon consummation of the Merger, and after giving effect to the conversion of all shares of preferred stock, par value $0.0001 per share, of Calidi (“Calidi Preferred Stock”) and other derivative securities into shares of common stock, par value $0.0001 per share, of Calidi (“Calidi Common Stock”), all shares of Calidi Common Stock outstanding as of the time of the Merger will be converted into (a) the right to receive shares of New Calidi Common Stock, par value $0.0001 per share (“New Calidi Common Stock”) and (b) the contingent right to receive certain escalation shares. The aggregate consideration to be paid to Calidi equityholders (excluding for this purpose options to purchase Calidi Common Stock that remain unvested immediately following the Merger) will be based on an equity value for Calidi of $250,000,000, subject to adjustment dependent upon (a) the difference in Calidi’s “net debt” as of the effective time of the Merger from a target “net debt” amount (as described in greater detail in the accompanying proxy statement/prospectus) and (b) the achievement of certain pre-closing milestones (if any), as further described in the accompanying proxy statement/prospectus. The shares of New Calidi Common Stock to be issued as merger consideration will be valued at $10.00 per share. Assuming no adjustments in the merger consideration, we would expect each share of Calidi Common Stock to be converted into [●] shares of New Calidi Common Stock in the Merger and that the Calidi Stockholders will own [●] of the outstanding shares of New Calidi Common Stock immediately following the consummation of the Business Combination. The preceding sentence reflects numerous assumptions. The accompanying proxy statement/prospectus discloses those assumptions and presents various alternate scenarios regarding the ownership of New Calidi following the Business Combination. The estimated net cash per share of FLAG Common Stock that is being contributed by FLAG to New Calidi is less than the $10.00 per share ascribed to such shares in the Merger Agreement or the amount per share that holders of FLAG Class A Common Stock would be entitled to receive upon exercise of their redemption rights, as described in the accompanying proxy statement/prospectus.

During the five-year period following the consummation of the Business Combination (the “Escalation Period”), Calidi Stockholders may be entitled to receive up to 18,000,000 additional shares of New Calidi Common Stock (the “Escalation Shares”) with incremental releases of 4,500,000 shares upon achievement of each share price hurdle if the trading price of New Calidi Common Stock is $12.00, $14.00, $16.00 and $18.00 for a period of any 20 days within any 30-consecutive-day trading period. Holders of FLAG Class A Common Stock who do not

redeem their shares will be entitled to their pro rata portion of up to an additional 2,000,000 shares of New Calidi Common Stock (the “Non-Redeeming Continuation Shares”) to be issued at Closing. The Escalation Shares will be placed in escrow and will be outstanding from and after the Closing, subject to cancellation if the applicable price targets are not achieved. While in escrow, the shares will be non-voting.

At the special meeting, FLAG Stockholders will be asked to consider and vote upon:

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of FLAG Common Stock at the close of business on [●], 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

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After careful consideration, the FLAG Board has determined that the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the New Board Proposal, the NYSE American Proposal and the Adjournment Proposal are fair to and in the best interests of FLAG and FLAG Stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the New Board Proposal, “FOR” the NYSE American Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the FLAG Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of FLAG Stockholders generally and that conflict with the interests of FLAG’s public stockholders. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information. The FLAG Board was aware of these interests, among other matters, in evaluating the Business Combination and in recommending to the FLAG Stockholders that they vote in favor of the proposals to be presented at the special meeting.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal, the New Board Proposal and the NYSE American Proposal. If any of those Proposals are not approved, we will not consummate the Business Combination.

All FLAG Stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

FLAG’s units, Class A common stock and warrants are currently listed on the NYSE American LLC (the “NYSE American”) under the symbols FLAGU, FLAG and FLAGW, respectively. Upon the Closing of the Business Combination, we expect that New Calidi Common Stock and warrants will begin trading on NYSE American under the symbols “CLDI” and “CLDIW,” respectively. As a result, FLAG’s publicly traded units will separate into the component securities upon consummation of the Business Combination and will no longer trade as a separate security.

Pursuant to FLAG’s amended and restated certificate of incorporation, as amended (the “Current Charter”), a holder of public shares may demand that FLAG redeem such shares for cash if the Business Combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that FLAG redeem their shares for cash no later than the second business day prior to the vote on the Business Combination Proposal by delivering their shares to FLAG’s transfer agent prior to the vote at the meeting. If the Business Combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, FLAG will redeem each public share for a pro rata portion of the Trust Account holding the proceeds from FLAG’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination.

FLAG is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

FLAG will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which FLAG has total annual gross revenue of at least $1.235 billion, or (c) in which FLAG is deemed to be a large accelerated filer, which means the market value of FLAG Common Stock that is held by non-affiliates exceeds $700 million as of the end of the

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prior fiscal year’s second fiscal quarter; and (2) the date on which FLAG has issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Business Combination described in the accompanying proxy statement/prospectus has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the Business Combination, or passed upon the accuracy or adequacy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

[●], 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE FLAG REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO FLAG’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF FLAG STOCKHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

The accompanying proxy statement/prospectus is dated [●], 2023 and is first being mailed to FLAG Stockholders on or about [●], 2023.

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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by FLAG or Calidi. The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of FLAG or Calidi since the date of the accompanying proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

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FIRST LIGHT ACQUISITION GROUP, INC.

11110 Sunset Hills Road #2278

Reston, VA 20190

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2023

TO THE STOCKHOLDERS OF FIRST LIGHT ACQUISITION GROUP, INC.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (“FLAG Stockholders”) of First Light Acquisition Group, Inc., a Delaware corporation (“FLAG,” “we” or “our”), will be held via live webcast at [●] a.m. Eastern Time, on [●], 2023. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of FLAG’s board of directors (the “FLAG Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

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Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of FLAG Common Stock at the close of business on [●], 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the FLAG Board has determined that the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the New Board Proposal, the NYSE American Proposal and the Adjournment Proposal are fair to and in the best interests of FLAG and FLAG Stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the New Board Proposal, “FOR” the NYSE American Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the FLAG Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of FLAG Stockholders generally and that conflict with the interests of FLAG’s public stockholders. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The FLAG Board was aware of these interests, among other matters, in evaluating the Business Combination and in recommending to the FLAG Stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal, the New Board Proposal and the NYSE American Proposal. If any of those Proposals are not approved, we will not consummate the Business Combination.

Pursuant to FLAG’s Current Charter, a holder of public shares may demand that FLAG redeem such shares for cash if the Business Combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that FLAG redeem their shares for cash no later than the second business day prior to the vote on the Business Combination Proposal by delivering their shares to FLAG’s transfer agent prior to the vote at the meeting. If the Business Combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, FLAG will redeem each public share for a pro rata portion of the Trust Account holding the proceeds from FLAG’s IPO, calculated as of two business days prior to the consummation of the Business Combination.

All FLAG Stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

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Thank you for your participation. We look forward to your continued support.

[●], 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE FLAG REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO FLAG’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF FLAG STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by FLAG (File No. 333-                ) (the “Registration Statement”), constitutes a prospectus of FLAG under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New Calidi Common Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of FLAG Stockholders at which FLAG Stockholders will be asked to consider and vote upon proposals to approve the Business Combination, including approving the transactions contemplated in the Merger Agreement.

This proxy statement/prospectus incorporates important business and financial information about FLAG that is not included in or delivered with the document.

This information is available without charge to you upon written or oral request. To make this request, you should contact our proxy solicitor, Mackenzie Partners, Inc.at: (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885, or by email at proxy@mackenziepartners.com

To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find Additional Information.”

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TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“Accounting Principles” means in accordance with GAAP as in effect at the date of the financial statement to which it refers or if there is no such financial statement, then as of the Closing Date, using and applying the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Target Companies in the preparation of the latest audited financial statements of Calidi;

“Adjournment Proposal” means the Proposal to be considered at the Meeting to adjourn the Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by the FLAG Board that more time is necessary or appropriate to approve one or more Proposals at the Meeting;

“Adjusted Merger Consideration” means an amount equal to the sum of (i) the Merger Consideration, and (ii) the aggregate amount of the exercise prices for all Calidi Common Stock under vested Calidi Options in accordance with their terms (and assuming no cashless exercise);

“Amended and Restated Forward Purchase Agreement” means that certain Amended and Restated Forward Purchase Agreement with Franklin, whereby Franklin may purchase, in its sole discretion, 5,000,000 shares of FLAG Class A Common Stock plus 2,500,000 FLAG Forward Purchase Warrants, exercisable to purchase one share of FLAG Class A Common Stock at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for one share of FLAG Class A Common Stock and one-half of one FLAG Forward Purchase Warrant, in a private placement to occur concurrently with the Closing, subject to certain conditions;

“anchor investors” means certain unaffiliated qualified institutional buyers or institutional accredited investors who have each entered into an Investment Agreement pursuant to which such anchor investors have purchased in the aggregate 1,452,654 founder shares from our Sponsor and Metric at approximately $0.004 per share;

“Ancillary Documents” means each agreement, instrument or document attached to the Merger Agreement or executed or delivered in connection with or pursuant to the Merger Agreement;

“Assumed Options” means the options to purchase shares of Common Stock to be issued to holders of Calidi Options at the Closing pursuant to the terms of the Merger Agreement;

“Business Combination” means the proposed business combination of FLAG with Calidi pursuant to the terms and conditions of the Merger Agreement;

“Business Combination Proposal” means the Proposal to be considered at the Meeting to approve the Business Combination;

“Calidi” or “Calidi Biotherapeutics” means Calidi Biotherapeutics, Inc., a Nevada corporation;

“Calidi Cash” means, as of the Reference Time for the calculation of Net Debt and as of January 4, 2023 for the calculation of the Net Debt Target, the aggregate cash and cash equivalents (other than Restricted Cash) of the Target Companies on hand or in bank accounts, including deposits in transit, and, minus the aggregate amount of outstanding and unpaid checks issued by or on behalf of the Target Companies as of such time. Subject to the following sentence, with respect to the Reference Time, Calidi Cash shall include the amount of gross proceeds of any Unassisted Permitted Calidi Equity Issuance. In the event that any portion of the gross proceeds from any Unassisted Permitted Calidi Equity Issuance is used to pay all or any portion of the liabilities set forth in Schedule 1.17 of the Calidi disclosure schedules, then the amount of gross proceeds from any

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Unassisted Permitted Calidi Equity Issuance that is included in the definition of Calidi Cash at the Reference Time shall be reduced by a like amount. For the avoidance of doubt, Calidi Cash shall not include the amount of any Pre-Closing Milestone Adjustment Amount;

“Calidi Common Stock” means the common stock, par value $0.0001 per share, of Calidi;

“Calidi Convertible Securities” means, collectively, the Calidi Options, the Calidi SAFEs, all convertible debt of Calidi issued and outstanding immediately prior to the Effective Time, and any other options, warrants or rights to subscribe for or purchase any capital stock of Calidi or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire, any capital stock of Calidi;

“Calidi Equity Plan” means, collectively, the Calidi 2016 Equity Incentive Plan, as amended from time to time, and the Calidi 2019 Equity Incentive Plan, as amended from time to time;

“Calidi Net Debt” means, as of the Effective Time, Calidi’s indebtedness (assuming all convertible indebtedness is converted into Calidi Common Stock immediately prior to the Effective Time), less Calidi Cash;

“Calidi Options” means options to purchase shares of Calidi Common Stock granted pursuant to the Calidi Equity Plan;

“Calidi Preferred Stock” means all series of the preferred stock, par value $0.0001 per share, of Calidi;

“Calidi Stock” means any shares of Calidi Common Stock and Calidi Preferred Stock;

“Calidi Stockholders” means all holders of Calidi Stock immediately prior to the Effective Time;

“Calidi SAFEs” means all simple agreements for future equity of Calidi issued and outstanding immediately prior to the Effective Time;

“Calidi Securities” means, collectively, the Calidi Stock, the Calidi Options and any other Calidi Convertible Securities;

“Calidi Security Holders” means all holders of Calidi Securities immediately prior to the Effective Time;

“Charter Proposal” means the Proposal to be considered at the Meeting to approve and adopt the Proposed Charter in the form attached to this proxy statement/prospectus as Annex B;

“Closing” means the closing of the Merger and all of the transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement;

“Closing Date” means the date on which the Business Combination is consummated;

“Common Stock” means the shares of common stock, par value $0.0001 per share, of New Calidi following the Merger, with the rights and preferences and subject to the terms and conditions set forth in the Proposed Charter;

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“Conversion Ratio” means a number of shares of FLAG Common Stock equal to (i) the Per Share Price, divided by (ii) 10;

“Current Bylaws” means FLAG’s bylaws in effect as of the date of this proxy statement/prospectus;

“Current Charter” means FLAG’s amended and restated certificate of incorporation, as amended, in effect as of the date of this proxy statement/prospectus;

“DGCL” means the Delaware General Corporation Law, as amended;

“DTC” means The Depository Trust Company;

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system;

“Effective Time” means the date and time that the Merger becomes effective;

“ESPP” means the 2023 Employee Stock Purchase Plan of New Calidi, the form of which is attached as Annex H;

“ESPP Proposal” means the Proposal to be considered at the Meeting to approve the ESPP and the material terms thereof, including the authorization of the initial share reserve thereunder;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“Exchange Agent” means Continental Stock Transfer & Trust Company, in its capacity as exchange agent pursuant to the Merger Agreement;

“FLAG” means First Light Acquisition Group, Inc., a Delaware corporation;

“FLAG Class A Common Stock” means, prior to consummation of the Business Combination, FLAG Class A Common Stock, par value $0.0001 per share and, following consummation of the Business Combination, the common stock, par value $0.0001 per share, of New Calidi;

“FLAG Class B Common Stock” means FLAG Class B Common Stock, par value $0.0001 per share;

“FLAG Common Stock” means FLAG Class A Common Stock and FLAG Class B Common Stock, collectively;

“FLAG Forward Purchase Warrants” means 2,500,000 FLAG Public Warrants to be issued to Franklin in a private placement, pursuant to the Amended and Restated Forward Purchase Agreement between FLAG and Franklin, if Franklin elects to purchase securities thereunder;

“FLAG Forward Purchase Securities” means, collectively, the FLAG Forward Purchase Shares and FLAG Forward Purchase Warrants;

“FLAG Forward Purchase Shares” means 5,000,000 shares of FLAG Class A Common Stock to be issued to Franklin in a private placement, pursuant to the Amended and Restated Forward Purchase Agreement between FLAG and Franklin, if Franklin elects to purchase securities thereunder;

“FLAG Private Placement Warrants” means the redeemable warrants of FLAG purchased by the Sponsor and Metric in a private placement simultaneously with the closing of the IPO;

“FLAG Public Warrants” means the redeemable warrants sold as part of the FLAG Units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

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“FLAG Securities” means FLAG Class A Common Stock, FLAG Class B Common Stock, FLAG Private Placement Warrants, FLAG Public Warrants, FLAG Forward Purchase Warrants, FLAG Units and, upon the Closing, the Common Stock, collectively;

“FLAG Stockholders” means all holders of FLAG Common Stock;

“FLAG Units” means the units issued in the IPO (including overallotment units acquired by the IPO Underwriter) consisting of one (1) share of FLAG Class A Common Stock and one-half (1/2) of one (1) FLAG Public Warrant;

“FLAG Warrants” means the FLAG Private Placement Warrants, FLAG Public Warrants and FLAG Forward Purchase Warrants, collectively;

“Franklin” means Franklin Strategic Series — Franklin Small Cap Growth Fund, a Delaware statutory trust;

“founder shares” means shares of FLAG Class B Common Stock. The founder shares automatically convert into shares of FLAG Class A Common Stock upon the consummation of the Business Combination;

“Fully-Diluted Calidi Shares” means the total number of issued and outstanding shares of Calidi Common Stock outstanding immediately prior to the Effective Time (a) after giving effect to the Calidi Convertible Securities Conversion or otherwise treating Calidi Convertible Securities (other than Calidi Options) on an as-converted to Calidi Common Stock basis and (b) treating all outstanding vested in the money Calidi Options as if the Calidi Option had been exercised with cash as of the Effective Time, but excluding any Calidi Securities described in Section 1.9(b) of the Merger Agreement;

“GAAP” means accounting principles generally accepted in the United States of America;

“Governance Proposal” means the Proposal to be considered at the special meeting to vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with requirements of the SEC;

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Incentive Plan” means the 2023 Stock Incentive Plan of New Calidi, the form of which is attached as Annex G;

“Incentive Plan Proposal” means the Proposal to be considered at the Meeting to approve and adopt the Incentive Plan, including the authorization of the initial share reserve thereunder;

“Insiders” are to, collectively, the directors and officers of FLAG, including Thomas A. Vecchiolla, Michael J. Alber, Michael Reuttgers, William J. Fallon, Jeanne Tisinger and William J. Weber (until December 21, 2022, the date of his resignation from his office and directorship with FLAG);

“Investment Agreement” means each of the investment agreements entered into between our Sponsor, Metric and the anchor investors pursuant to which such anchor investors have purchased in the aggregate 1,452,654 founder shares from our Sponsor and Metric at approximately $0.004 per share;

“IPO” means the initial public offering of FLAG Units by FLAG which closed on September 14, 2021;

“IPO Prospectus” means the final prospectus of FLAG, dated as of September 9, 2021, and filed with the SEC on September 14, 2021 (File No. 333-259038);

“IPO Underwriter” means Guggenheim Securities, LLC, in its capacity as the underwriter of the IPO;

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“Letter Agreement” means, collectively, each agreement between FLAG and each of (i) the Sponsor, (ii) Metric and (iii) the Insiders, dated as of the IPO, pursuant to which each of the Sponsor, Metric and the Insiders has agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of the Business Combination;

“Listing Condition” means the condition to Closing that the shares of New Calidi Common Stock to be issued as Merger Consideration shall have been approved for listing on the NYSE American;

“Meeting” or “special meeting” means the special meeting of stockholders of FLAG to be held via live webcast at [●] a.m. Eastern Time, on [●], 2023;

“Merger” means the merger of Merger Sub and Calidi, with Calidi surviving such merger as a wholly-owned subsidiary of FLAG;

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of January 9, 2023, by and among FLAG, Merger Sub, Purchaser Representative, Seller Representative and Calidi, as the same has been or may be amended, modified, supplemented or waived from time to time;

“Merger Consideration” means (i) Two Hundred Fifty Million U.S. Dollars ($250,000,000), (ii) plus or minus the Net Debt Adjustment, and subject to Section 1.17 of the Merger Agreement, and (iii) plus the Pre-Closing Milestone Adjustment Amount, if any;

“Metric” means Metric Finance Holdings I, LLC, a Delaware limited liability company and an affiliate of Guggenheim Securities, LLC;

“Minimum Cash Condition” means the condition to the Closing, that FLAG will have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption plus the proceeds of the PIPE Investments, if any) following the payment of the unpaid expenses or liabilities of FLAG and Calidi related to the Business Combination, equal to at least $15,000,000;

“Net Debt” means, as of the reference time, (i) the aggregate amount of all indebtedness of Calidi and its subsidiaries assuming all indebtedness that is convertible into equity at the Closing has been converted, less (ii) Calidi Cash, in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles;

“Net Debt Adjustment” means the adjustment to the Merger Consideration dependent upon the difference in Calidi’s Net Debt as of the effective time of the Merger from the Net Debt Target;

“Net Debt Target” means (i) the aggregate amount of all indebtedness of the Target Companies assuming all indebtedness that is convertible into equity at the Closing has been converted, less (ii) Calidi Cash, in each case of clauses (i) and (ii), as of January 4, 2023, on a consolidated basis and as determined in accordance with the Accounting Principles;

“New Board Proposal” means the Proposal to be considered at the special meeting to elect seven directors to serve staggered terms on the New Calidi Board upon the consummation of the Business Combination until the first, second and third annual meetings of stockholders following the date of effectiveness of the Proposed Charter, as applicable, or until the election and qualification of their respective successors;

“New Calidi” refers to FLAG immediately following the Merger, which will be renamed “New Calidi” upon the Closing;

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“New Calidi Board” means the board of directors of New Calidi following the completion of the Business Combination;

“New Calidi Common Stock” means, following the consummation of the Business Combination, the common stock, par value $0.0001 per share, of New Calidi.

“NRS” means the Nevada Revised Statutes, as amended and in effect from time to time;

“NYSE American” means NYSE American LLC;

“NYSE American Proposal” means the Proposal to be considered at the Meeting to approve, for the purposes of complying with the applicable provisions of the NYSE American Company Guide, the issuance of shares of Common Stock and securities convertible into shares of Common Stock in the Business Combination and the PIPE Investment;

“operating partners” means, collectively, William J. Weber, Michael J. Alber, Michael Papadales, Thomas A. Vecchiolla and Marybeth A. Wootton;

“Per Share Price” means an amount equal to (i) the Adjusted Merger Consideration, divided by (ii) the Fully-Diluted Calidi Shares;

“Permitted Calidi Equity Issuance” means the amount of gross proceeds raised by Calidi from an offering of Calidi Common Stock (through SAFEs or otherwise) or Calidi’s convertible notes or preferred stock (convertible in either case into Calidi Common Stock upon the consummation of the Merger), or any combination thereof, on commercially reasonable prices and terms consistent with past practices in an aggregate amount up to $40,000,000 during the Interim Period;

“PIPE Investment” means the issuance and sale by FLAG of the PIPE Shares expected to occur concurrently with and as a condition to the consummation of the Business Combination;

“PIPE Investors” means the investors participating in the PIPE Investment;

“PIPE Shares” means shares of FLAG Common Stock to be issued and sold by FLAG in the PIPE Investment;

“pro rata share” means with respect to each Calidi Stockholder, a fraction expressed as a percentage equal to (i) the total number of shares of Calidi Common Stock beneficially owned by such Calidi Stockholder (after giving effect to the Calidi Convertible Securities Conversion) immediately prior to the Effective Time, divided by (ii) the total number of shares of Calidi Common Stock issued and outstanding (after giving effect to the Calidi Convertible Securities Conversion) immediately prior to the Effective Time;

“Proposed Bylaws” means the bylaws of New Calidi to take effect simultaneously with the Closing, in the form attached to this proxy statement/prospectus as Annex C, as further described in the “Proposal No. 2 — Charter Proposal” section of this proxy statement/prospectus;

“Proposed Charter” or “Second Amended and Restated Certificate of Incorporation” means the certificate of incorporation of New Calidi in the form attached to this proxy statement/prospectus as Annex B, proposed to be in effect at and following the Closing of the Business Combination, as further described in the “Proposal No. 2 — The Charter Proposal” section of this proxy statement/prospectus;

“Proposals” means, collectively, the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the New Board Proposal, the NYSE American Proposal and the Adjournment Proposal;

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“public shares” means shares of FLAG Class A Common Stock issued as part of FLAG Units in the IPO;

“public stockholders” means the holders of FLAG Class A Common Stock, including the Sponsor and FLAG’s officers and directors to the extent the Sponsor and FLAG’s officers or directors purchased or purchase FLAG Class A Common Stock, provided that each of their status as a “public stockholder” shall only exist with respect to such FLAG Class A Common Stock;

“Public Securities” means, collectively, all of the FLAG Class A Common Stock (excluding FLAG Class A Common Stock issued upon conversion of FLAG Class B Common Stock in accordance herewith), FLAG Public Warrants and FLAG Units together with all shares of FLAG Class A Common Stock issuable upon exchange, exercise and/or conversion of securities at consummation of the Business Combination;

“Purchaser Representative” means the Sponsor, in its capacity as the representative from and after the Closing of the stockholders of FLAG (other than the Calidi Security Holders) for the purposes set forth in the Merger Agreement;

“Record Date” means [●], 2023;

“Redemption” means a redemption of FLAG Class A Common Stock by public stockholders for the Redemption Price;

“Redemption Price” means an amount equal to the price at which public stockholders may redeem or convert their shares of FLAG Class A Common Stock for cash in connection with the Business Combination pursuant to the Redemption;

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;

“Securities Act” means the Securities Act of 1933, as amended;

“Seller Representative” means Allan Camaisa, in his capacity as the representative from and after the Closing of the Calidi Security Holders for the purposes set forth in the Merger Agreement;

“SEC” means the United States Securities and Exchange Commission;

“Significant Calidi Holder” means Allan Camaisa and Scott Leftwich;

“Sponsor” means First Light Acquisition Group, LLC, a Delaware series limited liability company;

“Sponsor Agreement” means the Sponsor Agreement, dated as of January 9, 2023, by and among FLAG, Calidi, the Sponsor, Metric and the Insiders party thereto;

“Sponsor-Assisted Permitted Calidi Equity Issuance” means a Permitted Calidi Equity Issuance, which involves the transfer by Sponsor or Metric of FLAG Class B Common Stock or FLAG Private Placement Warrants, or other equity of FLAG held by the Sponsor or Metric to the purchaser of such equity of Calidi in the Permitted Calidi Equity Issuance;

“Stockholder Merger Consideration” means the total portion of the Merger Consideration payable to all Calidi Stockholders as a result of the Merger pursuant to the Merger Agreement;

“Target Companies” means Calidi and its subsidiaries;

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“Transmittal Documents” means the Letters of Transmittal and other applicable documentation to be delivered by certain Calidi Security Holders in accordance with the terms of the Merger Agreement prior, and as a condition, to such Calidi Security Holders receiving Merger Consideration, including the Transmittal Documents required to be delivered to the Exchange Agent by holders thereof on or prior to the Closing;

“Treasury Shares” means Calidi Securities that are owned by Calidi as treasury shares or any Calidi Securities owned by any direct or indirect subsidiary of Calidi immediately prior to the Effective Time;

“Trust” or “Trust Account” means the Trust Account in which net proceeds from the sale of FLAG Units in the IPO were placed following the closing of the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus;

“Trust Agreement” means the Amended Investment Management Trust Agreement, as amended from time to time, dated as of September 9, 2021, by and between FLAG and the Trustee, as well as any other agreements entered into related to or governing the Trust Account, as may be amended or modified;

“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement;

“US Dollars” and “Dollars” and “$” mean to the legal currency of the United States;

“U.S. Holder” means a beneficial owner of FLAG Class A Common Stock that is for U.S. federal income tax purposes: (a) an individual citizen or resident of the United States; (b) a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or (d) a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person;

“Warrant Agent” means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement; and

“Warrant Agreement” means the Warrant Agreement, dated as of September 9, 2021, between FLAG and the Warrant Agent.

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the Proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to FLAG Stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the special meeting.

Q. Why am I receiving this proxy statement/prospectus?

A. FLAG and Calidi have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as [●], and FLAG encourages its stockholders to read it in its entirety. FLAG Stockholders are being asked to consider and vote upon a proposal to approve the business combination transactions contemplated by the Merger Agreement, which, among other things, includes provisions for the merger of Merger Sub with and into Calidi, with Calidi surviving such merger as a wholly-owned subsidiary of FLAG. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q. When and where is the Special Meeting?

A. The special meeting will be held via live webcast on [●], 2023 at [●] a.m. Eastern Time. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

Q. What are the proposals on which I am being asked to vote at the special meeting?

A. The stockholders of FLAG will be asked to consider and vote on the following proposals at the special meeting:

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FLAG will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal, the New Board Proposal and the NYSE American Proposal. If any of those Proposals are not approved, we will not consummate the Business Combination. The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q. Why is FLAG proposing the Business Combination?

A. FLAG was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses or entities.

FLAG management conducted due diligence on Calidi’s business, financial condition, management team, and future growth prospects in executing upon and achieving its business plan. In its review of Calidi, the FLAG Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the FLAG Board has determined that the Business Combination

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presents an attractive opportunity and is in the best interests of FLAG and FLAG Stockholders. The FLAG Board believes that, based on its review and consideration, the Business Combination presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Merger Agreement and the Current Charter as well as to comply with the applicable provisions of the NYSE American Company Guide.

Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Q. Why is FLAG providing stockholders with the opportunity to vote on the Business Combination?

A. Under our Current Charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of the Business Combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the Closing of the Business Combination. In addition, certain elements of the Business Combination cannot be accomplished under applicable law, the Current Charter or listing standards without an affirmative vote of stockholders.

Q. What will happen in the Business Combination?

A. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, FLAG and Calidi will combine in a series of transactions we collectively refer to as the “Business Combination” or the “Transactions.” At the Closing of the Merger contemplated by the Merger Agreement, among other things, Merger Sub will merge with and into Calidi, following which the separate corporate existence of Merger Sub shall cease and Calidi will continue as the surviving corporation and a wholly-owned subsidiary of FLAG.

Q. Following the Business Combination, will FLAG Securities continue to trade on a stock exchange?

A. Yes. In connection with the Business Combination, FLAG will change its name to Calidi Biotherapeutics, Inc., and upon the Closing, we expect that the New Calidi Common Stock and New Calidi Public Warrants will begin trading on the NYSE American under the symbols “CLDI” and “CLDIW,” respectively. As a result, FLAG’s publicly traded units will separate into the component securities upon consummation of the Business Combination and will no longer trade as a separate security.

Q. Will the management of Calidi change in the Business Combination?

A. We anticipate that all executive officers of Calidi will remain with New Calidi following the Merger.

Upon consummation of the Business Combination, seven directors, six of whom will be designated by Calidi and one of whom will be designated by FLAG, will be elected to serve staggered terms on the New Calidi Board upon the consummation of the Business Combination until the first, second and third annual meetings of stockholders following the date of effectiveness of the Proposed Charter, as applicable, or until the election and qualification of their respective successors.

In connection with the Business Combination, Allan Camaisa, Heehyoung Lee, Scott Leftwich, George Ng, James Schoeneck, Alfonso Zulueta and Thomas Vecchiolla have each been nominated to serve as directors of New Calidi upon completion of the Business Combination.

Please see the sections entitled “Proposal No. 6 — The New Board Proposal” and “Management of New Calidi Following the Business Combination” for additional information.

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Q. Will FLAG attempt to arrange new financing in connection with the Transactions?

A. Yes. FLAG will attempt to raise a total of up to $40 million via the PIPE Investment. The Sponsor and Metric have agreed to use up to 100% of their FLAG Private Placement Warrants and up to 25% of their founder shares to incentivize PIPE Investors. Any Incentive Securities that are unused for PIPE Investors will be forfeited.

Q. What conditions must be satisfied to complete the Business Combination?

A. Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of mutual conditions set forth in the Merger Agreement, including, among other things, (i) approval of the public stockholders or shareholders, as applicable, of FLAG and Calidi, respectively; (ii) expiration of any applicable waiting period under any antitrust laws; (iii) receipt of requisite consents from governmental authorities to consummate the Business Combination, and receipt of specified requisite consents from other third parties to consummate the Business Combination; (iv) the absence of any law or order that would prohibit the consummation of the Business Combination; (v) upon the Closing, after giving effect to the completion of the Redemptions and any PIPE Investment, FLAG shall have net tangible assets of at least $5,000,001; (vi) upon the Closing, FLAG shall have cash and cash equivalents, including funds remaining in the Trust Account and the proceeds of any PIPE Investment, after giving effect to any Redemptions and following the payment of FLAG’s and Calidi’s unpaid transaction expenses, equal to at least $15,000,000; (vii) the members of the New Calidi Board shall have been elected or appointed as of the Closing; (x) the effectiveness of FLAG’s registration statement on Form S-4; and (xi) the shares of New Calidi Common Stock to be issued as Merger Consideration shall have been approved for listing on the NYSE American.

In addition, unless waived by Calidi, the obligations of Calidi to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by FLAG of customary certificates and other Closing deliverables: (i) the representations and warranties of FLAG being true and correct as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (ii) FLAG having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) the absence of any material adverse effect (as defined in the Merger Agreement) with respect to FLAG which is continuing and uncured since the date of the Merger Agreement; (iv) the Sponsor Agreement being in full force and effect as of the Closing, (v) FLAG having provided evidence that the Sponsor and Metric have transferred 25% of the Founder Shares and 100% of the FLAG Private Placement Warrants to the PIPE Investors or that such securities have been cancelled without further consideration, and (vi) the IPO Underwriter shall have waived all of its right, title and interest to and in deferred compensation and expenses from the IPO that would have been paid from the Trust Account.

Unless waived by FLAG, the obligations of FLAG to consummate the Business Combination are subject to the satisfaction of the following additional conditions, in addition to the delivery by Calidi of customary certificates and other Closing deliverables: (i) the representations and warranties of Calidi being true and correct as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (ii) Calidi having performed in all material respects its obligations and complied in all material respects with its

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covenants and agreements under the Merger Agreement required to be performed or complied with or by it on or prior to the date of the Closing; (iii) the absence of any material adverse effect (as defined in the Merger Agreement) with respect to Calidi and its subsidiaries, taken as a whole, which is continuing and uncured since the date of the Merger Agreement; (iv) each Voting and Lock-Up Agreement being in effect as of the Closing Date; (v) no more than 5% of the issued and outstanding shares of Calidi Common Stock as of the Closing shall, in the aggregate, be (A) dissenting shares (as defined in the Merger Agreement) or (B) shares held by holders of Calidi Stock who, under the provisions of section 92A.380 of the NRS, remain entitled to exercise and perfect appraisal rights in respect of such shares; (vi) FLAG having received evidence reasonably acceptable to FLAG that Calidi shall have converted, terminated, extinguished and cancelled in full any outstanding Calidi Convertible Securities or commitments therefor, other than the Calidi Options; and (vii) FLAG having received evidence that Calidi has terminated certain material contracts.

Unless waived, if any of the foregoing conditions are not satisfied, the Business Combination may not be consummated.

For a further discussion of conditions to consummating the Business Combination, please see “Proposal No. 1 — The Business Combination Proposal.”

Q. What are the material U.S. federal income tax consequences to the FLAG Stockholders as a result of the Merger?

A. FLAG Stockholders will retain their shares of FLAG Class A Common Stock, which will be re-designated as “Common Stock, par value $0.0001, of New Calidi” and will not receive any merger consideration or any additional shares of FLAG Class A Common Stock in the Merger. As a result, there will be no material U.S. federal income tax consequences to the current FLAG Stockholders as a result of the Merger, regardless of whether the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Furthermore, although the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and FLAG and Calidi intend to report the Merger consistent with such qualification, such treatment is not a condition to FLAG or Calidi’s obligation to complete the Merger.

Q. What happens if I sell my shares of FLAG Class A Common Stock before the special meeting?

A. The Record Date for the special meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the Record Date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your public shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your public shares prior to the Record Date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q. What constitutes a quorum at the special meeting?

A. Holders of a majority in voting power of FLAG Common Stock issued and outstanding and entitled to vote at the special meeting, represented via the remote platform or by proxy, constitute a quorum. As of the Record Date for the special meeting, the presence, via the remote platform or by proxy, of holders of [●] shares of our common stock would be required to achieve a quorum.

Q. What vote is required to approve the proposals presented at the special meeting?

A. The approval of each of the Business Combination Proposal, the Governance Proposal (which is a non-binding advisory vote), the Incentive Plan Proposal, the ESPP Proposal, the NYSE American Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by holders of outstanding shares of FLAG Common Stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, a FLAG

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Stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the Business Combination Proposal, the Governance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the NYSE American Proposal and the Adjournment Proposal will have no effect on such Proposals.

The approval of the Charter Proposal requires the affirmative vote of at least 65% of the issued and outstanding shares of FLAG Common Stock entitled to vote thereon as of the Record Date. Accordingly, if a valid quorum is established, a FLAG Stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the Charter Proposal will have the same effect as a vote “AGAINST” such Proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of FLAG Common Stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Holders of FLAG Common Stock may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, failure to vote by proxy or to vote at the special meeting with regard to the New Board Proposal will have no effect on such Proposal. Pursuant to the Current Charter, only holders of FLAG Class B Common Stock will have the right to vote on the New Board Proposal.

Q. How many votes do I have at the special meeting?

A. Holders of FLAG Common Stock are entitled to one vote on each proposal presented at the special meeting for each share of FLAG Common Stock held of record as of [●], 2023, the Record Date for the special meeting. As of the close of business on the Record Date, there were [●] outstanding shares of FLAG Common Stock.

Q. Why is FLAG proposing the Governance Proposal?

A. As required by applicable SEC guidance, FLAG is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the Proposed Charter that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal, but pursuant to SEC guidance, FLAG is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this Proposal is an advisory vote, and is not binding on FLAG and the FLAG Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposal (separate and apart from approval of the Charter Proposal). Please see the section entitled “Proposal No. 3 — The Governance Proposal.”

Q. Do I have redemption rights? If so, how do I exercise my redemption rights?

A. Pursuant to our Current Charter, our public stockholders will be provided with the opportunity to redeem their public shares in connection with the vote to approve the Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (less $100,000 of net interest to pay potential dissolution expenses), divided by the number of then outstanding public shares (if the redemption of public shares in connection therewith would not cause FLAG to have net tangible assets of less than $5,000,001).

In order to exercise your redemption rights, prior to 5 p.m., Eastern Time on [●], 2023 (two business days before the special meeting), you must (x) submit a written request to our Transfer Agent that we redeem your public shares for cash, and (y) deliver your stock to our Transfer Agent electronically through the Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, our Transfer Agent is listed under “Who can help answer my questions?”

Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $[●] or $[●] per share, as of [●], 2023, the Record Date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could

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take priority over those of FLAG’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the special meeting. If you deliver your shares for redemption to the Transfer Agent and later decide prior to the special meeting not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the address listed under “Who can help answer my questions?”

Q. What is the amount of net cash per share of FLAG Class A Common Stock that is being contributed to New Calidi in the Business Combination?

Q. Do I have appraisal rights if I object to the proposed Business Combination?

A. No. Holders of FLAG Securities do not have appraisal rights in connection with the Business Combination. If Calidi Stockholders approve the Agreement and Plan of Merger and the Merger is consummated, Calidi Stockholders who did not vote in favor of the Merger, and who satisfy certain other conditions, will be entitled to dissenter’s rights in connection with the Merger under Nevada law.

Q. If I am a holder of FLAG Warrants, can I exercise redemption rights with respect to my FLAG Warrants?

A. No. The holders of FLAG Warrants have no redemption rights with respect to FLAG Warrants.

Q. If I am a holder of FLAG Units, can I exercise redemption rights with respect to FLAG Units?

A. No. Holders of outstanding FLAG Units must separate the underlying public shares and FLAG Public Warrants prior to exercising redemption rights with respect to the public shares. If you hold FLAG Units registered in your own name, you must deliver to our Transfer Agent written instructions to separate such FLAG Units into public shares and FLAG Public Warrants. This must be completed far enough in advance so that you may then exercise your redemption rights with respect to the public shares upon the separation of the public shares from the FLAG Units. See “How do I exercise my redemption rights?” above. The address of our Transfer Agent is listed under the question “Who can help answer my questions?” below.

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If a broker, dealer, commercial bank, trust company or other nominee holds your FLAG Units, you must instruct such nominee to separate your FLAG Units. Your nominee must send written instructions by facsimile to our Transfer Agent. Such written instructions must include the number of FLAG Units to be split and the nominee holding such FLAG Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant FLAG Units and a deposit of an equal number of public shares and FLAG Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares upon the separation of the public shares from the FLAG Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q. What was the original amount deposited in the Trust Account following the IPO and what is the current balance of the Trust Account following the redemptions in connection with the multiple extensions to the deadline to consummate a Business Combination?

A. After deducting the underwriting fee and the IPO expenses, the total net proceeds from the IPO and the concurrent sale of FLAG Private Placement Warrants to the Sponsor and Metric, $230,000,000 was placed in the Trust Account. The funds in the Trust Account have been invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations.

Q. What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A. The obligations of FLAG and Calidi to consummate the Business Combination are conditioned upon, among others, the amount of unrestricted cash available in the Trust Account, plus the aggregate amount of cash that has been funded as a result of any PIPE Investment, following the payment of FLAG’s and Calidi’s transaction expenses, being equal to at least the Minimum Cash Condition.

FLAG’s public stockholders may vote in favor of the Business Combination and still exercise their redemption rights. Accordingly, subject to the satisfaction of the Minimum Cash Condition and the Listing Condition, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

Q. What are the federal income tax consequences of exercising my redemption rights?

A: Generally, a FLAG public stockholder that is a U.S. person and exercises its redemption rights to receive cash from the Trust Account in exchange for its shares of FLAG Common Stock will be required to treat the Transaction as a sale of such shares and recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received in the redemption and the tax basis of the shares of FLAG Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption.

The redemption, however, may be treated as a corporate distribution if (i) it does not result in a “complete termination” of the redeeming stockholder’s interest in FLAG, (ii) it does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in FLAG and (iii) it is not a “substantially disproportionate

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redemption,” in each case, taking into account certain attribution rules to determine the number of shares of FLAG Common Stock owned by the redeeming shareholder. Any such corporate distribution will be treated as dividend income to the extent of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Any distribution in excess of our earnings and profits will reduce the redeeming stockholders’ basis in FLAG Common Stock, and any remaining excess will be treated as gain realized on the sale or other disposition of FLAG Common Stock, as discussed above.

A FLAG public stockholder that is a U.S. person who actually or constructively owns 5 percent (or, if FLAG Common Stock is not then publicly traded, 1 percent) of the outstanding FLAG Common Stock (by vote or value) may be subject to special reporting requirements with respect to a redemption of shares of FLAG Common Stock, and such holders should consult with their tax advisors with respect to their reporting requirements.

If the redemption of a public stockholder that is a non-U.S. person is treated as a distribution, as discussed above in the second paragraph, such a distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid out of FLAG’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and, provided such dividend is not effectively connected with the non-U.S. Holder’s conduct of a trade or business within the U.S., we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and timely provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Distributions in excess of FLAG’s current and accumulated earnings and profits that are treated as a return of capital or distributions in excess of the non-U.S. Holder’s adjusted tax basis in FLAG Common Stock redeemed will not be subject to the 30% withholding tax. Additionally, a non-U.S. person generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of FLAG Common Stock (including the portion of any distribution treated as a as a gain recognized on the sale or other taxable disposition of FLAG Common Stock) unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such stockholder maintains in the United States). A public stockholder who is a non-U.S. person should consult their own tax advisors with respect to the tax treatment of the redemption of FLAG Common Stock.

Dividend payments and/or proceeds from the redemption (including a deemed sale, as discussed above) of FLAG Common Stock may be subject to information reporting to the IRS and possible U.S. backup withholding.

The tax consequences of a public stockholder redeeming FLAG Common Stock are complex and will vary upon each public stockholder’s unique circumstances. The above is not intended to constitute tax advice and public stockholders are encouraged to consult with their own tax advisors.

Q. What happens if the Business Combination is not consummated?

A. If FLAG is not able to complete the Business Combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the rights of the public stockholders as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining public stockholders and the FLAG Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Q. How do the Sponsor, Metric and the Insiders intend to vote on the Proposals?

A. The Sponsor, Metric and the Insiders own of record and are entitled to vote an aggregate of [●]% of the outstanding shares of FLAG Common Stock as of the Record Date. The Sponsor, Metric and the Insiders have

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agreed to vote any FLAG Common Stock over which they have voting control (including any public shares owned by them) in favor of the Business Combination and the other proposals that will be considered at the special meeting. The Sponsor and the Insiders have interests in the Business Combination that conflict with your interests as a public stockholder. See the sections entitled “Summary of the Proxy statement/prospectus — Interests of Certain Persons in the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Q. When do you expect the Business Combination to be completed?

A. It is currently anticipated that the Business Combination will be consummated as soon as practicable following the special meeting, which is set for [●], 2023, subject to the satisfaction of the closing conditions; however, such meeting could be adjourned. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 1: The Business Combination Proposal — Merger Agreement — Conditions to Closing of the Transactions.”

Q. What do I need to do now?

A. FLAG urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a public stockholder and/or warrant holder of FLAG. Holders of FLAG Common Stock should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card, or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

Q. How do I vote?

A. The special meeting will be held via live webcast at [●] a.m. Eastern Time, on [●], 2023. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the Meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of FLAG Common Stock on [●], 2023, the Record Date for the special meeting, you may vote with respect to the Proposals online during the special meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope to us. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting virtually and vote online, obtain a proxy from your broker, bank or nominee.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Proposals presented to the public stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the Proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

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Q. How will a broker non-vote impact the results of each proposal?

A. Broker non-votes will count as a vote “AGAINST” the Charter Proposal but will not have any effect on the outcome of any other Proposals if a quorum is present at the special meeting.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. You may change your vote by sending a later-dated, signed proxy card or by attending the special meeting virtually and voting. You also may revoke your proxy by sending a notice of revocation to us.

Q. What will happen if I abstain from voting or fail to vote at the special meeting?

A. At the special meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. A failure to vote or an abstention will have the same effect as a vote “AGAINST” the Charter Proposal. Additionally, if you abstain from voting or fail to vote at the special meeting, you may still exercise your redemption rights (as described above).

Q. What will happen if I sign and return my proxy card without indicating how I wish to vote?

A. Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” the Proposals described herein.

Q. What should I do if I receive more than one set of voting materials?

A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares of FLAG Common Stock.

Q. Who will solicit and pay the cost of soliciting proxies?

A. FLAG will pay the cost of soliciting proxies for the special meeting. FLAG has engaged MacKenzie Partners, Inc. (“MacKenzie”) to assist in the solicitation of proxies for the special meeting. FLAG has agreed to pay MacKenzie a fee of $10,000 plus costs and expenses, which fee also includes MacKenzie acting as the inspector of elections at the special meeting. FLAG will reimburse MacKenzie for reasonable out-of-pocket expenses and will indemnify MacKenzie and its affiliates against certain claims, liabilities, losses, damages and expenses.

FLAG will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of FLAG Common Stock for their expenses in forwarding soliciting materials to beneficial owners of FLAG Common Stock and in obtaining voting instructions from those beneficial owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q. Who can help answer my questions?

A. If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact:

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First Light Acquisition Group, Inc.

11110 Sunset Hills Road #2278

Reston, VA 20190

Tel: (202) 503-9255

You may also contact our proxy solicitor at:

1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

To obtain timely delivery, our public stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to send a letter requesting redemption and deliver your public shares to our Transfer Agent at least two business days prior to the special meeting. If you have questions regarding the redemption or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the Closing of the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of FLAG, Calidi and New Calidi and the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” “target,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on information available as of the date of this proxy statement/prospectus and on the current expectations, forecasts and assumptions of the management of FLAG and Calidi, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by FLAG and the following:

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The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward- looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a stockholder grants its proxy or instructs how its vote should be cast or votes on the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Incentive Plan Proposal, the New Board Proposal, the NYSE American Proposal or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of Calidi and will also apply to the business and operations of New Calidi following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of New Calidi. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” FLAG or Calidi may face additional risks and uncertainties that are not presently known to FLAG or Calidi, or that we or Calidi currently deem immaterial, which may also impair FLAG’s or Calidi’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Calidi’s Business

Following the Business Combination, FLAG will be a holding company with no direct operations that relies on dividends, distributions, loans and other payments, advances and transfers of funds from Calidi to pay dividends, pay expenses and meet its other obligations. Accordingly, FLAG’s securityholders will be subject to all of the risks of the businesses of Calidi following the Business Combination. Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of Calidi prior to the consummation of the Business Combination, which will be the business of New Calidi following the consummation of the Business Combination. Accordingly, the risks described below relating to Calidi could also materially and adversely affect New Calidi after the consummation of the Business Combination.

Risks Related to Our Business, Financial Position and Capital Requirements

We are a biopharmaceutical company with a limited operating history and have not generated any revenue to date from product sales.

We have incurred significant operating losses since our inception and anticipate that we will incur continued losses for the foreseeable future.

Substantially all of our operating losses have resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations. We expect our

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research and development expenses to significantly increase in connection with the commencement and continuation of clinical trials of our product candidates. In addition, if we obtain marketing approval for our product candidates, we will incur significant sales, marketing and manufacturing expenses. Upon the completion of our Business Combination, we will incur additional costs associated with operating as a public company. As a result, we expect to continue to incur significant and increasing operating losses for the foreseeable future. Because of the numerous risks and uncertainties associated with developing biopharmaceutical products, we are unable to predict the extent of any future losses or when we will become profitable, if at all. Even if we do become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis.

The amount of our future losses is uncertain, and our quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline. Our quarterly and annual operating results may fluctuate significantly in the future due to a variety of factors, many of which are outside of our control and may be difficult to predict, including the following:

The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

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We have no products approved for commercial sale and have not generated any revenue from product sales.

Our ability to become profitable depends upon our ability to generate revenue. To date, we have not generated any revenue from our product candidates, and we do not expect to generate any revenue from the sale of products in the near future, if any. We do not expect to generate significant revenue unless and until we obtain marketing approval of, and begin to sell, one or more of our product candidates. Our ability to generate revenue depends on a number of factors, including, but not limited to, our ability to:

If we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully commercialize our product candidates, which would materially harm our business. If we do not receive regulatory approvals for our product candidates, we may not be able to continue our operations.

Our engineered allogeneic stem cell product candidates represent a novel approach to cancer treatment that creates significant challenges.

We are developing a pipeline of allogeneic stem cell product candidates engineered from healthy donor adipose-derived mesenchymal stem cells to potentiate and deliver oncolytic viruses to the tumor site and are intended for

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use in any patient with certain cancers. Advancing these novel product candidates creates significant challenges for us, including:

Adverse publicity regarding stem cell-based immunotherapy could have a material adverse impact on our business.

Although we are not utilizing embryonic stem cells, we utilize neural stem cells that have been derived from fetal tissue. Adverse publicity due to ethical and social controversies surrounding the use of such cells or any adverse reported side effects from any stem cell, dendritic or other cell therapy clinical trial or due to the failure of such trials to demonstrate that these therapies are efficacious could materially and adversely affect our ability to raise capital or recruit managerial or scientific personnel or obtain research grants. In addition, in August of 2017, when we were formerly known as StemImmune, Inc. we experienced adverse publicity when the FDA incorrectly identified us as a Stem Cell Clinic, associated with Stem Cell Clinics that the FDA subsequently sued in federal court for alleged violations of the Federal Food, Drug and Cosmetics Act. While we were never named in the FDA’s litigation, our business was temporarily disrupted and our management was forced to spend time correcting the misinformation and rebuilding our reputation with the FDA and state regulatory authorities. Because the use of human stem cells may be controversial to some segments of society, we may experience adverse publicity again, which may disrupt our business and distract our executive management from executing on our business plan.

Even if we consummate the Business Combination, we will need to raise substantial additional funding. If we are unable to raise capital when needed, or if at all, we would be forced to delay, reduce or eliminate some of our product development programs or commercialization efforts.

The development of biopharmaceutical products is capital intensive. We are currently advancing our product candidates through pre-clinical testing and clinical development across a number of potential indications. We have in-licensed our lead product candidate CLD-101 for newly diagnosed high grade glioma (“HGG”) that has

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completed a Phase 1 clinical trial sponsored by Northwestern University. We intend to initiate a Phase 1b or Phase 2 clinical trial under our in-licensed IND for CLD-101 for patients with newly diagnosed HGG. Our second program using our SuperNova^™ technology has completed a limited physician investigator-sponsored pre-IND open-label, nonrandomized dose-escalation study prospectively reviewed by the International Cell Surgical Society Institutional Review Board. This study involved a TK-positive oncolytic vaccinia virus delivered by autologous adipose stromal vascular fraction stem cells and was completed in 2018. Since the completion of the study, the FDA has asserted that in-human studies involving autologous adipose stromal vascular fraction stem cells are regulated under the Federal Food, Drug, and Cosmetics Act and require an IND from the FDA in order to conduct clinical trials. We intend to apply for an IND from the FDA and initiate a Phase 1 clinical trial for our product candidate CLD-201 that utilizes allogeneic adipose-derived mesenchymal stem cell (“AD-MSC”) line VP-001 loaded with tumor selective “CAL1” oncolytic vaccinia virus strain. Consequently, we expect our expenses to significantly increase in connection with our ongoing activities, particularly as we continue our pre-clinical studies and initiate our planned clinical trials or initiate future trials on other product candidates and pursue the research and development of, and seek marketing approval for, our product candidates. In addition, depending on the status of regulatory approvals or, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. We may also need to raise additional funds sooner if we choose to pursue additional indications and/or geographies for our product candidates or otherwise expand more rapidly than we presently anticipate. Furthermore, upon the consummation of the Business Combination, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate certain of our research and development programs or future commercialization efforts, and may be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.

Our future capital requirements will depend on and could increase significantly as a result of many factors, including:

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Identifying potential product candidates and conducting preclinical development testing and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if at all. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives.

Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. Disruptions in the financial markets in general have made equity and debt financing more difficult to obtain, and may have a material adverse effect on our ability to meet our fundraising needs. We cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing, including a potential private investment in public equity, if any, may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares to decline. The sale of additional equity or convertible securities would dilute all of our stockholders. The incurrence of indebtedness would result in increased fixed payment obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborators or otherwise at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects.

If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of any product candidate or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.

We may incur significant cash payment obligations under our in-licensing agreements with Northwestern University and City of Hope.

We have entered into certain agreements with Northwestern and City of Hope, in which we are committed to pay up to $10 million in clinical trial costs for CLD-101 for newly diagnosed HGG and CLD-101 for recurrent HGG. Furthermore, we have agreed to pay contingent consideration of up to $18.7 million if certain development milestones related to CLD-101 for newly diagnosed HGG and CLD-101 for recurrent HGG are achieved.

To meet these various cash payment obligations, we may need to sell additional shares of our common stock or other securities or issue debt to raise the required cash, or we may have to divert cash on hand that we would

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otherwise use for other business and operational purposes, which could cause us to delay or reduce activities in the development and commercialization of our programs and which may have a material adverse effect on our business, operating results and prospects.

Risks Related to Product Development

Our business is highly dependent on the success of CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG and CLD-201. If we are unable to obtain approval for CLD-101 for newly diagnosed HGG, CLD-201, or CLD-101 for recurrent HGG and effectively commercialize any of these product candidates for the treatment of patients in its approved indications, our business would be significantly harmed.

Our business and future success depend on our ability to obtain regulatory approval of, and then successfully commercialize, our most advanced product candidate, CLD-101 for newly diagnosed HGG. CLD-101 for newly diagnosed HGG is in the early stages of development and has only been administered to a limited number of patients in a Phase 1 physician-sponsored clinical trial. The results to date may not predict outcomes for our planned trial or any future studies of CLD-101 for newly diagnosed HGG or any other allogeneic neural stem cell product candidate. Because CLD-101 for newly diagnosed HGG is the first allogeneic product to be evaluated in the clinic, its failure, or the failure of other allogeneic neural stem cell therapies, may significantly influence physicians’ and regulators’ opinions regarding the viability of our entire pipeline of allogeneic neural stem cell therapies. We are also dependent on Northwestern University to conduct an additional non-pivotal CLD-101 for newly diagnosed HGG Phase 1 trial in a timely and appropriate manner so that we can sponsor the pivotal Phase 2 trial for CLD-101 for newly diagnosed HGG. If Northwestern University does not conduct the trial on the timeline we expect, or otherwise fails to support the trial, our leadership position in the allogeneic neural stem cell industry and ability to progress additional product candidates may be significantly harmed.

Our product candidates, including CLD-101 for newly diagnosed HGG, CLD-201 and CLD-101 for recurrent HGG, will require additional clinical and non-clinical development, regulatory review and approval in multiple jurisdictions, a substantial investment, access to sufficient commercial manufacturing capacity and significant marketing efforts before we can generate any revenue from product sales. In addition, because CLD-101 for newly diagnosed HGG is our most advanced product candidate and our other product candidates are based on similar technology, if CLD-101 for newly diagnosed HGG encounters safety or efficacy problems, manufacturing problems, developmental delays, regulatory issues, or other problems, our development plans and business would be significantly harmed.

Our preclinical studies and clinical trials may fail to demonstrate adequately the safety and efficacy of any of our product candidates, which would prevent or delay development, regulatory approval, and commercialization.

Before obtaining regulatory approvals for the commercial sale of our product candidates, including CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 or any other product candidates we develop, we must demonstrate the safety and efficacy of our product candidates for use in each target indication through lengthy, complex, and expensive preclinical studies and clinical trials. Failure can occur at any time during the preclinical study and clinical trial processes and there is a high risk of failure, so we may never succeed in developing marketable products. Any preclinical studies or clinical trials that we may conduct may not demonstrate the safety and efficacy necessary to obtain regulatory approval to market any of our product candidates. If the results of our ongoing or future preclinical studies and clinical trials are inconclusive with respect to the safety and efficacy of our product candidates, if we do not meet the clinical endpoints with statistical and clinically meaningful significance, or if there are safety concerns associated with our product candidates, we may be prevented or delayed in obtaining marketing approval for such product candidates. In some instances, there can be significant variability in safety or efficacy results between different preclinical studies and clinical trials of the same product candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, changes in and

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adherence to the clinical trial protocols and the rate of dropout among clinical trial participants. While we are currently planning for either a physician-sponsored Phase 1b or a company-sponsored Phase 2 clinical trial for CLD-101 for newly diagnosed HGG and are in early stages of clinical development for CLD-101 for recurrent HGG and CLD-201, it is likely, as is the case with many oncology therapies, that there may be side effects associated with their use.

Results of our trials could reveal a high and unacceptable severity and prevalence of side effects. In such an event, our trials could be suspended or terminated, and the FDA or other regulatory authorities could order us to cease further development of or deny approval of our product candidates for any or all targeted indications. Treatment-related side effects could also affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. Any of these occurrences may harm our business, financial condition and prospects significantly.

Interim, top line and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to regulatory audit and verification procedures that could result in material changes in the final data.

From time to time, we may publish interim, top line or preliminary data from our clinical trials. We may decide to conduct an interim analysis of the data after a certain number or percentage of patients have been enrolled, or after only a part of the full follow-up period but before completion of the trial. Similarly, we may report top line or preliminary results of primary and key secondary endpoints before the final trial results are completed. Preliminary, top line and interim data from our clinical trials may change as more patient data or analyses become available. Preliminary, top line or interim data from our clinical trials are not necessarily predictive of final results and are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues, more patient data become available and we issue our final clinical trial report. These data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, preliminary, interim and top line data should be viewed with caution until the final data are available. Material adverse changes in the final data compared to the interim data could significantly harm our business prospects.

Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate or product and our company in general. In addition, the information we choose to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and you or others may not agree with what we determine is material or otherwise appropriate information to include in our disclosure.

If the interim, topline, or preliminary data that we report differ from more complete results, or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain marketing authorization for, and commercialize, our product candidates may be harmed, which could harm our business, operating results, prospects or financial condition.

Results of earlier studies and trials of our product candidates may not be predictive of future trial results.

Success in preclinical studies and early clinical trials does not ensure that later clinical trials will be successful. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. As we commence new clinical trials and continue our ongoing clinical trials, issues may arise that could suspend or terminate such clinical trials. A number of companies in the biotechnology and pharmaceutical industries have suffered significant setbacks in clinical trials, even after positive results in earlier preclinical studies or clinical trials. These setbacks have been caused by, among other things, preclinical findings made while clinical trials were underway and safety or

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efficacy observations made in clinical trials, including previously unreported adverse events. Notwithstanding any potential promising results in earlier studies and trials, we cannot be certain that we will not face similar setbacks. In addition, the results of our preclinical animal studies, including our oncology mouse studies and animal studies, may not be predictive of the results of outcomes in human clinical trials. For example, our oncology product candidates that are in preclinical development may demonstrate different chemical and biological properties in patients than they do in laboratory animal studies or may interact with human biological systems in unforeseen or harmful ways.

Additionally, some of past, ongoing and planned clinical trials utilize and “open-label” study design. An “open-label” clinical trial is one where both the patient and investigator know whether the patient is receiving the investigational product candidate or either an existing approved drug or placebo. Most typically, open-label clinical trials test only the investigational product candidate and sometimes may do so at different dose levels. Open-label clinical trials are subject to various limitations that may exaggerate any therapeutic effect, as patients in open-label clinical trials are aware when they are receiving treatment. Open-label clinical trials may be subject to a “patient bias” where patients perceive their symptoms to have improved merely due to their awareness of receiving an experimental treatment. Moreover, patients selected for early clinical studies often include the most severe sufferers and their symptoms may have improved notwithstanding the new treatment. In addition, open-label clinical trials may be subject to an “investigator bias” where those assessing and reviewing the physiological outcomes of the clinical trials are aware of which patients have received treatment and may interpret the information of the treated group more favorably given this knowledge.

We have concentrated all of our research and development efforts on our CLD-101 for newly diagnosed HGG and CLD-201 product candidates, and our future success depends on the successful development of these therapeutic approaches. In particular, CLD-101 for newly diagnosed HGG utilizes NSC-CRAd-S-pk7, an engineered oncolytic adenovirus delivered by neural stem cells to activate the innate and adaptive immune system. To our knowledge, there are no FDA-approved products for the treatment of cancer that utilize the adenovirus.

The FDA may also require a panel of experts, referred to as an Advisory Committee, to deliberate on the adequacy of the safety and efficacy data to support licensure. The opinion of the Advisory Committee, although not binding, may have a significant impact on our ability to obtain licensure of the product candidates based on the completed clinical trials, as the FDA often adheres to the Advisory Committee’s recommendations. Accordingly, the regulatory approval pathway for our product candidates may be uncertain, complex, expensive and lengthy, and approval may not be obtained.

In addition, our product candidates are live, gene-modified viruses for which the FDA, and other regulatory authorities and other public health authorities, such as the Centers of Disease Control and Prevention and

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hospitals involved in clinical studies, have established heightened safety and contagion rules and procedures, which could establish additional hurdles for the development, manufacture or use of our vectors. These hurdles may lead to delays in the conduct of clinical trials or in obtaining regulatory approvals for further development, manufacturing or commercialization of our product candidates. We may also experience delays in transferring our process to commercial partners, which may prevent us from completing our clinical trials or commercializing our product candidates on a timely or profitable basis, if at all.

Furthermore, there has been limited historical clinical trial experience for the development of products that utilize the adenovirus. Moreover, the design and conduct of our clinical trials utilizing both neural stem cells and adipose-derived mesenchymal stem cells (“AD-MSC”) to deliver oncolytic viruses differs from the design and conduct of previously conducted clinical trials in this area. As a result, there is substantial risk that the design or outcomes of our clinical trials will not be satisfactory to support marketing approval.

We may develop our product candidates in combination with other therapies, which exposes us to additional risks related to other agents or active pharmaceutical or biological ingredients used in combination with our product candidates.

In the future, we may develop our product candidates to be used with one or more currently approved other therapies. Even if any product candidate we develop were to receive marketing approval or be commercialized for use in combination with other existing therapies, we would continue to be subject to the risks that the FDA or other regulatory authorities could revoke approval of the therapy used in combination with our product candidate or that safety, efficacy, manufacturing or supply issues could arise with these existing therapies. Combination therapies are commonly used for the treatment of cancer, and we would be subject to similar risks if we develop any of our product candidates for use in combination with other drugs or for indications other than cancer. This could result in our own products being removed from the market or being less successful commercially.

If the FDA or other regulatory authorities revoke their approval of these other drugs or revoke their approval of, or if safety, efficacy, manufacturing or supply issues arise with, the drugs we choose to evaluate in combination with any product candidate we develop, we may be unable to obtain approval.

We may also evaluate our future product candidates in combination with one or more other cancer therapies that have not yet been approved for marketing by the FDA or other regulatory authorities. We will not be able to market any product candidate we develop in combination with any such unapproved cancer therapies that do not ultimately obtain marketing approval. In addition, unapproved therapies face the same risks described with respect to our product candidates currently in development and clinical trials, including the potential for serious adverse effects, delays in their clinical trials and lack of FDA approval.

Negative developments in the field of immuno-oncology and, in particular, oncolytic viral immunotherapy, could damage public perception of any of our product candidates and negatively affect our business.

The commercial success of adenovirus we use in our CLD-101 for newly diagnosed HGG and CLD-101 for recurrent HGG product candidates or ACAM2000, a thymidine kinase (TK)-positive strain of vaccinia virus (used as the current smallpox vaccine in the United States) we anticipate using in our CLD-201 product candidate, will depend in part on public acceptance of the use of immuno-oncology, and, in particular, oncolytic viral immunotherapy. Adverse events in clinical trials of CLD-101 for newly diagnosed HGG, CLD-201 or any other adenovirus or any other ACAM2000-based product candidates which we may develop, or in clinical trials of others developing similar products and the resulting publicity, as well as any other negative developments in the field of immuno-oncology that may occur in the future, including in connection with competitor therapies, could result in a decrease in demand for any adenovirus- or ACAM2000-based product candidates that we may develop. These events could also result in the suspension, discontinuation, or clinical hold of or modification to our clinical trials. If public perception is influenced by claims that the use of oncolytic immunotherapies is unsafe, whether related to our therapies or those of our competitors, our product candidates may not be accepted by the general public or the medical community and potential clinical trial subjects may be discouraged from

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enrolling in our clinical trials. In addition, responses by national or state governments to negative public perception may result in new legislation or regulations that could limit our ability to develop or commercialize any product candidates, obtain or maintain regulatory approval or otherwise achieve profitability. More restrictive statutory regimes, government regulations or negative public opinion would have an adverse effect on our business, financial condition, prospects and results of operations and may delay or impair the development and commercialization of our product candidates or demand for any products we may develop. As a result, we may not be able to continue or may be delayed in conducting our development programs.

Our product candidates consist of modified viruses. Adverse developments in clinical trials of other immunotherapy products based on viruses, like oncolytic viruses, may result in a disproportionately negative effect for our technologies as compared to other products in the field of infectious disease and immuno-oncology that are not based on viruses. Future negative developments in the biopharmaceutical industry could also result in greater governmental regulation, stricter labeling requirements and potential regulatory delays in the testing or approvals of our products. Any increased scrutiny could delay or increase the costs of obtaining marketing approval for our product candidates.

Difficulty in enrolling patients could delay or prevent clinical trials of our product candidates, and ultimately delay or prevent regulatory approval.

Identifying and qualifying patients to participate in clinical trials of our product candidates is critical to our success. The timing of completion of our clinical trials depends in part on the speed at which we can recruit patients to participate in testing our product candidates, and we may experience delays in our clinical trials if we encounter difficulties in enrollment. We may not be able to initiate or continue clinical trials for our product candidates if we are unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA or other regulatory authorities, or as needed to provide appropriate statistical power for a given trial. In particular, because we are focused on patients with brain cancer for the development of CLD-101 for newly diagnosed HGG and CLD-101 for recurrent HGG, our ability to enroll eligible patients may be limited or enrollment may be slower than we anticipate due to the small eligible patient population. In addition, our ability to enroll patients may be significantly delayed by the COVID-19 pandemic and we are unable to predict the full extent and scope of such delays at this point.

In addition to the potentially small target populations for our planned clinical trials, particularly in brain cancer, the eligibility criteria will further limit the pool of available trial participants as we will require that patients have specific characteristics, such as a certain severity or stage of disease progression, to include them in a trial. Additionally, the process of finding eligible patients may prove costly. We also may not be able to identify, recruit, and enroll a sufficient number of patients to complete our clinical trials because of the perceived risks and benefits of the product candidate under evaluation, the availability and efficacy of competing therapies and clinical trials, the proximity and availability of clinical trial sites for prospective patients, and the patient referral practices of physicians. If patients are unwilling to participate in our studies for any reason, the timeline for recruiting patients, conducting studies, and obtaining regulatory approval of potential products may be delayed.

The enrollment of patients further depends on many factors, including:

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In addition, our clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates, and this competition will reduce the number and types of patients available to us because some patients who might have opted to enroll in our clinical trials may instead opt to enroll in a clinical trial being conducted by one of our competitors. Since the number of qualified clinical investigators is limited, we expect to conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials at such clinical trial sites. Moreover, because certain of our product candidates represent a departure from more commonly used methods for cancer treatment and because certain of our product candidates have not been tested in humans before, potential patients and their doctors may be inclined to use conventional therapies, such as chemotherapy, rather than enroll patients in any future clinical trial of our product candidates.

If we experience delays in the completion of, or termination of, any clinical trial of our product candidates, the commercial prospects of our product candidates will be harmed, and our ability to generate product revenue from any of these product candidates could be delayed or prevented.

Even if we receive marketing approval for our current or future product candidates, our current or future product candidates may not achieve broad market acceptance, which would limit the revenue that we generate from their sales.

The commercial success of our current or future product candidates, if approved by the FDA or other applicable regulatory authorities, will depend upon the awareness and acceptance of our current or future product candidates among the medical community, including physicians, patients and healthcare payors. Market acceptance of our current or future product candidates, if approved, will depend on a number of factors, including, among others:

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If our current or future product candidates are approved but do not achieve an adequate level of acceptance by patients, physicians and payors, we may not generate sufficient revenue from our current or future product candidates to become or remain profitable. Before granting reimbursement approval, healthcare payors may require us to demonstrate that our current or future product candidates, in addition to treating these target indications, also provide incremental health benefits to patients. Our efforts to educate the medical community, patient organizations and third-party payors about the benefits of our current or future product candidates may require significant resources and may never be successful.

We face substantial competition, which may result in others discovering, developing or commercializing product candidates before or more successfully than we do.

The development and commercialization of new product candidates is highly competitive. We face competition from major pharmaceutical, specialty pharmaceutical and biotechnology companies among others with respect to CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG and CLD-201 and will face similar competition with respect to any product candidates that we may seek to develop or commercialize in the future. We compete in pharmaceutical, biotechnology and other related markets that develop immuno-oncology therapies for the treatment of cancer. There are other companies working to develop viral immunotherapies for the treatment of cancer, including divisions of large pharmaceutical and biotechnology companies of various sizes. The large pharmaceutical and biotechnology companies that have commercialized and/or are developing immuno-oncology treatments for cancer include AstraZeneca, Bristol-Myers Squibb, Gilead Sciences, Merck, Novartis, Pfizer and Roche/Genentech.

Some of the products and therapies developed by our competitors are based on scientific approaches that are the same as or similar to our approach, including with respect to the use of viral immunotherapy with adenovirus and other oncolytic viruses. Other competitive products and therapies are based on entirely different approaches. We are aware that Oncorus, Replimune, Amgen, Immavir, Fergene and IconOVir, among others, are developing viral immunotherapies that may have utility for the treatment of indications that we are targeting. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization.

Many of the companies we compete against or may compete against in the future have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved drugs than we do. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in concentration of even more resources among a smaller number of our competitors. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These competitors also compete with us in recruiting and retaining qualified scientific and management

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personnel, in establishing clinical trial sites and enrolling subjects for our clinical trials and in acquiring technologies complementary to, or necessary for, our programs.

We could see a reduction or elimination of our commercial opportunity if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, or are more convenient or are less expensive than any products that we or our collaborators may develop. Our competitors also may obtain FDA or foreign regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market. The key competitive factors affecting the success of all our product candidates, if approved, are likely to be their efficacy, safety, convenience and price, and if required, the level of biosimilar or generic competition and the availability of reimbursement from government and other third-party payors.

Risks Related to Government Regulation and Commercialization of Our Product Candidates

The regulatory approval processes of the FDA and other regulatory authorities are lengthy, time consuming and inherently unpredictable. If Calidi is not able to obtain, or experience delays in obtaining, required regulatory approvals, Calidi will not be able to commercialize CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 and future product candidates as expected, and Calidi’s ability to generate revenue may be materially impaired.

The time required to obtain approval by the FDA and other regulatory authorities is unpredictable, but typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions. These regulatory requirements may require us to amend our clinical trial protocols, including to comply with the protocols of any applicable Special Protocol Assessment (“SPA”) we receive from the FDA; conduct additional preclinical studies or clinical trials that may require regulatory or independent institutional review board, or IRB, approval; or otherwise cause delays in obtaining approval or rejection of an application. Any delay in obtaining or failure to obtain required approvals could materially adversely affect our ability to generate revenue from the particular product candidate, which may materially harm our business, financial condition, results of operations, stock price and prospects. Regulatory authorities have substantial discretion in the approval process and may refuse to accept any application or may decide that our data are insufficient for approval and require additional preclinical, clinical or other studies. In addition, varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent marketing approval of a product candidate. The number and types of preclinical studies and clinical trials that will be required for regulatory approval also varies depending on the product candidate, the disease or condition that the product candidate is designed to address, and the regulations applicable to any particular product candidate. Approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions, and there may be varying interpretations of data obtained from preclinical studies or clinical trials, any of which may cause delays or limitations in the approval or a decision not to approve an application. It is possible that CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 and future product candidates will never obtain the appropriate regulatory approvals necessary for us to commence product sales.

Further, clinical trials by their nature utilize a sample of the potential patient population. With a limited number of patients and limited duration of exposure, rare and severe side effects of a product candidate may only be uncovered when a significantly larger number of patients are exposed to the product candidate or when patients are exposed for a longer period of time.

Undesirable side effects caused by CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 or any future product candidates could also result in denial of regulatory approval by the FDA or other regulatory authorities for any or all targeted indications or the inclusion of unfavorable information in our product labeling, such as limitations on the indicated uses for which the products may be marketed or distributed, a label with

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significant safety warnings, including boxed warnings, contraindications, and precautions, a label without statements necessary or desirable for successful commercialization, or may result in requirements for costly post-marketing testing and surveillance, or other requirements, including REMS, to monitor the safety or efficacy of the products, and in turn prevent us from commercializing and generating revenues from the sale of CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 and future product candidates. Any such limitations or restrictions could similarly impact any supplemental marketing approvals we may obtain for CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG and CLD-201. Undesirable side effects may limit the potential market for any approved products or could result in restrictions on manufacturing processes, the discontinuation of the sales and marketing of the product, or withdrawal of product approvals. We could also be sued and held liable for harm caused to patients, or become subject to fines, injunctions or the imposition of civil or criminal penalties.

If CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 and future product candidates are associated with serious adverse events or undesirable side effects or have properties that are unexpected, we may need to abandon development or limit development of that product candidate to certain uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective. The therapeutic-related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. Any of these occurrences may materially harm our business, financial condition, results of operations, stock price and prospects.

A Breakthrough Therapy designation by the FDA, even if granted for any of our product candidates, may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that our product candidates will receive marketing approval.

We may seek Breakthrough Therapy designation for some or all of our future product candidates. A Breakthrough Therapy is defined as a drug or biologic that is intended, alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates that the drug or biologic may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints. Sponsors of product candidates that have been designated as Breakthrough Therapies are eligible to receive more intensive FDA guidance on developing an efficient drug development program, an organizational commitment involving senior managers, and eligibility for rolling review and priority review. Drugs and biologics designated as Breakthrough Therapies by the FDA may also be eligible for other expedited approval programs, including accelerated approval.

Designation as a Breakthrough Therapy is within the discretion of the FDA. Accordingly, even if we believe one of our product candidates meets the criteria for designation as a Breakthrough Therapy, the FDA may disagree and instead determine not to make such designation. In any event, the receipt of a Breakthrough Therapy designation for a product candidate may not result in a faster development process, review or approval compared to product candidates developed and considered for approval that have not received Breakthrough Designation and does not assure ultimate approval by the FDA. In addition, even if one or more of our product candidates qualify as Breakthrough Therapies, the FDA may later decide that the product no longer meets the conditions for qualification. Thus, even though we may seek Breakthrough Therapy designation for CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 or some or all of our future product candidates for the treatment of various cancers, there can be no assurance that we will receive breakthrough therapy designation.

Accelerated approval by the FDA, even if granted for certain of our current or future product candidates, may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that our product candidates will receive marketing approval.

We may seek approval of certain of our current or future product candidates using the FDA’s accelerated approval pathway. A product may be eligible for accelerated approval if it treats a serious or life-threatening condition, generally provides a meaningful advantage over available therapies, and demonstrates an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit. As a condition of approval, the FDA may

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require that a sponsor of a product receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials. These confirmatory trials must be completed with due diligence by the sponsor. In addition, the FDA currently requires as a condition for accelerated approval pre-approval of promotional materials, which could adversely impact the timing of the commercial launch of the product. Even if we do receive accelerated approval, we may not experience a faster development or regulatory review or approval process, and receiving accelerated approval does not provide assurance of ultimate full FDA approval.

Even if our development efforts are successful, we may not obtain regulatory approval of CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 or any future product candidates in the United States or other jurisdictions, which would prevent us from commercializing CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 and future product candidates. Even if we obtain regulatory approval for CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 and future product candidates, any such approval may be subject to limitations, including with respect to the approved indications or patient populations, which could impair our ability to successfully commercialize CLD-101 for newly diagnosed HGG, CLD-101 for recurrent HGG, CLD-201 or any future product candidates.