Sec Form 13G Filing - First Light Acquisition Group LLC @ Calidi Biotherapeutics Inc.

Sec Form 13G Filing - First Light Acquisition Group LLC filing for Calidi Biotherapeutics Inc. (CLDI) - 2022-02-11

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

First Light Acquisition Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

320703101

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

☐ Rule 13d-l(b)

☐ Rule 13d-l(c)

☒ Rule 13d-l(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)

Consists of 4,605,750 shares of Class B commo n stock, par value $0.0001 per share (the “Class B Common Stock”), of First Light Acquisition Group, Inc. (the “Issuer”). The shares of Class B Common Stock have no expiration date and are convertible into shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Issuer.

(2)

Based on 27,605,750 shares of Class A Common Stock outstanding, which is the sum of (i) 23,000,000 shares of Class A Common Stock outstanding as of September 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 12, 2021, and (ii) 4,605,750 shares of Class A Common Stock issuable upon the conversion of the 4,605,750 shares of Class B Common Stock reported herein.

(1)

Represents securities directly held by First Light Acquisition Group, LLC (the “Sponsor”). William J. Weber is the sole member of FLAG Sponsor Manager, LLC, the manager of the Sponsor (the “FLAG Sponsor Manager”). Based upon the relationships among the Sponsor, the FLAG Sponsor Manager and Mr. Weber, including pursuant to the Sponsor’s organizational documents, each of the FLAG Sponsor Manager and Mr. Weber may be deemed to beneficially own securities held by the Sponsor. Each of the Sponsor, the FLAG Sponsor Manager and Mr. Weber disclaims beneficial ownership of any such securities, except to the extent of their respective pecuniary interests.

(2)

Based on 27,605,750 shares of Class A Common Stock outstanding, which is the sum of (i) 23,000,000 shares of Class A Common Stock outstanding as of September 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commissions (“SEC”) on November 12, 2021, and (ii) 4,605,750 shares of Class A Common Stock issuable upon the conversion of the 4,605,750 shares of Class B Common Stock reported herein.

(1)

Represents securities directly held by the Sponsor. William J. Weber is the sole member of FLAG Sponsor Manager. Based upon the relationships among the Sponsor, the FLAG Sponsor Manager and Mr. Weber, including pursuant to the Sponsor’s organizational documents, each of the FLAG Sponsor Manager and Mr. Weber may be deemed to beneficially own securities held by the Sponsor. Each of the Sponsor, the FLAG Sponsor Manager and Mr. Weber disclaims beneficial ownership of any such securities, except to the extent of their respective pecuniary interests.

(2)

Based on 27,605,750 shares of Class A Common Stock outstanding, which is the sum of (i) 23,000,000 shares of Class A Common Stock outstanding as of September 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2021, and (ii) 4,605,750 shares of Class A Common Stock issuable upon the conversion of the 4,605,750 shares of Class B Common Stock reported herein.

Item 1(a). Name of Issuer:

First Light Acquisition Group, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

11110 Sunset Hills Road #2278

Reston, VA 20190

Item 2(a). Name of Person Filing:

This Schedule 13G is filed jointly by First Light Acquisition Group, LLC (the “Sponsor”), FLAG Sponsor Manager, LLC (the “FLAG Sponsor Manager”) and William J. Weber. FLAG Sponsor Manager, LLC is the manager of the Sponsor. William J. Weber is the sole member of FLAG Sponsor Manager LLC. Each of the Reporting Persons named in this Schedule 13G disclaims beneficial ownership of the securities held directly or indirectly by such Reporting Persons, except to the extent of their respective pecuniary interests.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

11110 Sunset Hills Road #2278

Reston, VA 20190

Item 2(c). Citizenship:

See responses to Item 4 on the cover pages, which are incorporated herein by reference.

Item 2(d). Titles of Classes of Securities:

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)

Item 2(e). CUSIP Number:

3207031010

Item 3. Not applicable.

Item 4. Ownership

As of Decemb er 31, 2021, the Reporting Persons owned 4,605,750 shares of Class B Common Stock of the Issuer, which are convertible into an equal number of shares of Class A Common Stock of the Issuer, representing 16.0% of the Issuer’s outstanding shares. The percentage ownership was calculated assuming that 27,605,750 shares of Class A Common Stock are outstanding based on the sum of (i) 23,000,000 shares of Class A Common Stock outstanding as of September 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2021, and (ii) 4,605,750 shares of Class A Common Stock issuable upon the conversion of the 4,605,750 shares of Class B Common Stock owned by our Sponsor.

This Schedule 13G excludes 2,583,333 shares of Class A Common Stock issuable upon the exercise of 2,583,333 private placement warrants held directly by the Sponsor. Each warrant becomes exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, on the later of (a) 30 days after the completion of the Issuer’s initial business combination and (b) 12 months from the closing of the Issuer’s initial public offering, and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

(a) Amount beneficially owned:

See responses to Item 9 on the cover pages, which are incorporated herein by reference.

(b) Percent of class:

See responses to Item 11 on the cover pages, which are incorporated herein by reference.

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on the cover pages, which are incorporated herein by reference.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on the cover pages, which are incorporated herein by reference.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on the cover pages, which are incorporated herein by reference.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on the cover pages, which are incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

See Item 2(a) above.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022

FIRST LIGHT ACQUISITION GROUP, LLC

By: /s/ William J.Weber

Name: William J. Weber

Title: Manager

FLAG SPONSOR MANAGER, LLC

By: /s/ William J.Weber

Name: William J. Weber

Title: Sole Member

By: /s/ William J.Weber

Name: William J. Weber

Title: Chief Executive Officer, President, Chairman

NAME OF REPORTING PERSON OR

  LR.S. IDENTIFICATION NO. OF ABOVE PERSON

  First Light Acquisition Group, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware