As filed with the Securities and Exchange Commission on August 2, 2023
Registration No. 333-269705
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FIRST LIGHT ACQUISITION GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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6770 |
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86-2967193 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
11110 Sunset Hills Road #2278
Reston, VA 20190
(202)
503-9255
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Thomas Vecchiolla
Chief
Executive Officer
11110 Sunset Hills Road #2278
Reston, VA 20190
(202) 503-9255
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
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Raymond O. Gietz, Esq.
Alexander D. Lynch, Esq.
Corey R. Chivers, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue New York,
NY 10153 Tel: (212) 310-8000
Fax: (212) 310-8007 |
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Allan Camaisa, Chairman and CEO
Wendy Pizarro, Esq., Chief Legal Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200,
San Diego, California, 92121
(858) 794-9600 |
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Scott E. Bartel, Esq.
Lewis Brisbois Bisgaard & Smith
633 West 5th Street, Suite 4000
Los Angeles, California 90071
(213) 358-6174 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes
effective and upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.
If the securities being registered on
this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an N in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.