First Light Acquisition Group, Inc. *

First Light Acquisition Group, Inc. *

Aug 24, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Calidi Biotherapeutics

ENTERPRISE VALUE: $335 million
ANTICIPATED SYMBOL: CLDI

First Light Acquisition Group, Inc. proposes to combine with Calidi Biotherapeutics.

Calidi Biotherapeutics is a clinical-stage immuno-oncology company with proprietary technology that is revolutionizing the effective delivery and potentiation of oncolytic viruses for targeted therapy against difficult-to-treat cancers. Calidi Biotherapeutics is advancing in clinical development a potent allogeneic stem cell and oncolytic virus combination for use in multiple oncology indications. Calidi’s off-the-shelf, universal cell-based delivery platforms are designed to protect, amplify, and potentiate oncolytic viruses currently in development leading to enhanced efficacy and improved patient safety.


SUBSEQUENT EVENT – 8/30/23 – LINK

Non-Redemption Agreements

  • The SPAC entered into agreements with Great Point and Funicular Funds to reverse the redemptions of 205,714 shares.
    • fter the Business Combination, New Calidi will give the Non-Redeemers about $1.08 million in cash for their remaining shares.
    • This amount is calculated by subtracting the committed shares from the reversed redemptions and multiplying it by the redemption price.

New Money PIPE Subscription Agreement

  • The SPAC entered into an agreement with Wootton to purchase an aggregate of 45,714 shares for $5.25/Share

Forward Purchase Agreements

  • FLAG and Calidi entered into forward purchase agreements with Great Point Capital LLC, Funicular Funds LP, and Marybeth Wootton.
    • The sellers intend to purchase up to 660,000 Shares with the Closing of the business combination.
    • No Seller has to buy enough FLAG Class A Common Stock to own more than 9.9% of the total stock after the purchase, unless the Seller chooses to waive the 9.9% ownership limit.
    • The number of Shares in a Forward Purchase Agreement may be reduced if it is terminated.

SUBSEQUENT EVENT – 8/29/23 – LINK

Forward Purchase Agreement

  • FLAG and Calidi made a forward purchase agreement with Meteora Strategic Capital.
  • Meteora will purchase up to an aggregate 340,000 shares in connection with the Closing of the business combination.
    • Ownership will not exceed 9.9%
  • The Forward Purchase Agreement pays the Seller an agreed cash amount upfront.
    • The payment is based on the number of shares and the price per share.
      • Additionally, a deduction is made for a percentage of recycled shares.
      • This deduction is subtracted from the upfront payment.
  • After the Closing, the Reset Price will start at $10.00.
    • However, if the Counterparty makes a Dilutive Offering by selling, issuing, or granting FLAG Class A Common Stock or convertible securities at a lower price, the Reset Price will be adjusted to that new price on that date.
  • If the money from Shortfall Sales is not enough to cover the entire Prepayment Shortfall, and if the result of multiplying (x) the difference between (i) the number of Shares specified in the Pricing Date Notice(s) minus (ii) any Shortfall Sale Shares at that time, by (y) the VWAP Price, is less than (z) the difference between (i) the Prepayment Shortfall minus (ii) the proceeds from Shortfall Sales at that time (referred to as “Shortfall Variance”), then the Counterparty has two options within five (5) Local Business Days:
    • (A) Pay the Shortfall Variance in cash; or
    • (B) Give the Seller a number of additional Shares equal to the Shortfall Variance divided by 90% of the VWAP Price (called “Shortfall Variance Shares”).
  • The valuation date will be determined by the earliest of:
    • 36 months after the Closing Date,
    • a date specified by the Seller in a written notice to the Counterparty (not earlier than the effective date of the notice) after the occurrence of certain events,
    • the date specified by the Seller in a written notice to the Counterparty (not earlier than the effective date of the notice) at the Seller’s discretion, or
    • the date specified in a notice upon an Additional Termination Event, unless otherwise specified (the “Valuation Date”).
  • On the Cash Settlement Payment Date, 10 business days after the Valuation Date, the Seller pays the Counterparty.
    • The amount depends on share numbers and prices as of the Valuation Date, with possible adjustments.
    • If the Settlement Amount Adjustment is less than due, it’s subtracted.
    • If it’s more, the Counterparty pays the Seller in either FLAG Class A Common Stock or cash.

Non-Redemption Agreement

  • The Seller agreed to reverse redemption of 129,524 shares
    • Upon completing the Business Combination, New Calidi will pay the Seller about $680,000 for non-redeemed shares, calculated from reversed and committed shares times the redemption price.

SUBSEQUENT EVENT – 6/23/23 – LINK

  • The SPAC announced the commitment of $25 million in Series B funding led by Jackson Investment Group (“JIG”), who has funded an initial investment of $5 million, and participation from Calidi Cure, LLC, a consortium of new and existing investors led by Allan Camaisa, CEO and Chairman of Calidi.
  • The remaining commitment is conditioned upon the consummation of the previously announced business combination between the SPAC and Calidi. 

SUBSEQUENT EVENT – 2/10/23 – LINK

  • The price targets are no longer required for non-redeeming shareholders

EXTENSION – 12/15/22 – LINK

  • First Light Acquisition Group, Inc. announced that its Board of Directors approved an extension of the date by which it has to consummate a business combination, allowing the Company to extend such date to March 14, 2023.
  • Accordingly, FLAG’s Trust Account has been funded with a payment of $415,626 for the extension period.
  • In connection with the Meeting, stockholders holding 18,408,463 shares of the Company’s common stock exercised their right to redeem their shares for a pro-rata portion of the funds in the Company’s trust account.
  • As a result, approximately $187 million (approximately $10.14 per public share) will be removed from the Trust Account to pay such holders and approximately $16 million will remain in the Trust Account.
  • Following redemptions, the Company will have 6,591,537 public shares outstanding.

EXTENSION – 9/16/22 – LINK

  • First Light Acquisition Group, Inc. announced that its stockholders approved an extension of the date by which it has to consummate a business combination, allowing the Company to extend such date to December 14, 2022 and providing the Company’s board of directors to extend for three additional times for three months each time, subject to the payment of by FLAG’s sponsor of 1% of the amount on deposit in FLAG’s trust account for each extension (unless FLAG has filed a registration statement in connection with an initial business combination, in which case no extension fee would be required for such period). Accordingly, FLAG’s Trust Account has been funded with a payment of $412,802 for the extension period.
  • Stockholders elected to redeem 18,871,976 shares of the Company’s common stock.
  • Following such redemptions, 4,128,024 shares of Common Stock will remain issued and outstanding and there is $41,562,580.79 remaining in the Trust Account after giving effect to the redemptions.

SUBSEQUENT EVENT – 9/9/22 – LINK

  • The extension vote scheduled for today, 9/9/22, was adjourned to September 13, 2022 at 10:00 a.m.

TRANSACTION

  • Calidi shareholders will be entitled to receive 25,000,000 shares of FLAG common stock, subject to adjustments.
  • After the closing, shareholders of Calidi may be entitled up to 18,000,000 additional shares of FLAG common stock during a five-year period with incremental releases of 4,500,000 shares if the trading price of FLAG common stock is $12, $14, $16, and $18 for a period for any 20 days within any 30 consecutive day trading period.
  • Holders of FLAG Class A common stock who do not redeem their shares may be entitled to their pro rata portion of up to an additional 2,000,000 shares of FLAG common stock during a five-year period with incremental releases of up to 500,000 shares if the trading price of FLAG common stock is $12, $14, $16 and $18 for a period for any 20 days within any 30 consecutive day trading period.
  • Assuming no redemptions of shares of FLAG by its public shareholders and a possible PIPE Investment from institutional investors of up to $40 million, Calidi expects to have cash and cash equivalents, prior to transaction expenses, of up to $82 million and an anticipated pro forma enterprise value of approximately $335 million.

flag


SPAC FUNDING

  • A possible PIPE Investment from institutional investors of up to $40 million
    • The Sponsor is to offer 100% of its private placement warrants and up to 25% of its currently available founder shares to potential PIPE investors or otherwise forfeit such securities

EARNOUT

Company

  • Shareholders of Calidi may be entitled up to 18,000,000 additional shares of FLAG common stock during a five-year period with incremental releases of 4,500,000 shares if the trading price of FLAG common stock is $12, $14, $16, and $18 for a period for any 20/30 trading day trading period.

NON-REDEEMING SHAREHOLDERS

  • Holders of FLAG Class A common stock who do not redeem their shares may be entitled to their pro rata portion of up to an additional 2,000,000 shares of FLAG common stock during a five-year period with incremental releases of up to 500,000 shares if the trading price of FLAG common stock is $12, $14, $16 and $18 for a period for any 20/30 trading day trading period.
  • The price targets are no longer required for non-redeeming shareholders – LINK

LOCK-UP

  • Company and Sponsor
    • 50% of the shares will be released six months after Closing or if the share price equals or exceeds $12.00 at least 150 days after Closing
    • The remaining 50% of the shares will be released after Closing or if the share price equals or exceeds $12.00 at least 150 days after Closing

NOTABLE CONDITIONS TO CLOSING

  • A minimum cash condition of $15 million

NOTABLE CONDITIONS TO TERMINATION

  • By either FLAG or the Company if any of the conditions to the closing of the Transactions have not been satisfied or waived by September 14, 2023 (the “Outside Date”)
  • By FLAG if FLAG is required to liquidate for failure to complete a business combination before the time specified in its amended and restated certificate of incorporation, as it may be amended from time to time.

ADVISORS

  • Lewis Brisbois Bisgaard & Smith LLP acted as legal counsel to Calidi.
  • Weil, Gotshal & Manges LLP acted as legal counsel to FLAG.

MANAGEMENT & BOARD


Executive Officers

William J. Weber, 56 [Resgined 12/27/22]
Co-Chief Executive Officer, President and Chairman

Mr. Weber is an experienced executive with several successful exits to his credit and has more than 30 years of experience leading technology and solutions organizations in both the public and private sectors. He most recently served as president, CEO and board member of KeyW Corporation (NASDAQ: KEYW). KeyW excelled in agile cyber operations and warfare, data analytics and geospatial intelligence solutions for U.S. government intelligence and defense customers, and commercial enterprises. Mr. Weber successfully led the company through a 3+ year transformation focusing on consistent growth and operational discipline, augmented by divestitures and acquisitions to support its core strategy, which culminated in the sale of KeyW to Jacobs Engineering Group (NYSE: J) for an industry-leading sales multiple in June 2019. Before joining KeyW in October 2015, Mr. Weber served as the president and chief operating officer of XLA, a privately held technology firm supporting the areas of national security and diplomacy. Prior to XLA, he served as president of Kaseman, a privately held professional services firm supporting the U.S. government in nation building and foreign policy assistance. He has also held senior executive positions, each focused on generating new solutions and growth, with GTSI, McData Corporation, CNT Corporation, Inrange Technologies, International Network Services and AT&T. He currently serves on the boards of Modus eDiscovery, Buchanan Edwards, and America’s Warrior Partnership. He is also the managing principal of WJW Advisors, LLC, a management consultant firm which serves executives and board of directors of both public and private corporations. He is a veteran U.S. Army Officer, is an Airborne Ranger, and was awarded the Bronze Star for actions during Operation Desert Storm. He holds a Bachelor of Science degree from Washington University in St. Louis and is a graduate of The Executive Program at the University of Virginia Darden School of Business.


Michael J. Alber, 64
Chief Financial Officer and Secretary

Mr. Alber has an extensive career spanning over 35 years in the areas of corporate finance, accounting, capital markets, treasury, risk allocation and mergers and acquisition. He currently serves as a board member (special security agreement) of AceInfo Tech (a subsidiary of Dovel Technologies) and has been on the board since December 2020. An accomplished financial professional, he was most recently the Chief Financial Officer and Executive Vice President of KeyW (NASDAQ: KEYW), from June 2016 until its sale to Jacobs (NYSE: J) in June 2019. During this period, he led several capital market transactions along with two strategically important M&A transactions, including the ultimate sale that resulted in an industry-leading sales multiple. Mr. Alber served as a Principal with Growth Strategy Leaders, a business and financial consulting firm (specializing in M&A and due diligence support), from April 2015 to May 2016. From May 2012 to March 2015, Mr. Alber served as Chief Financial Officer and SVP at Engility Holdings, Inc. (NYSE: EGL) a $2.5 billion technology services and solutions provider to the U.S. government worldwide. During this period, he supported the company’s spin-out from L3 Technologies as a stand-alone publicly traded company. Also, during this period, he led the financial and capital markets activities related to two M&A transactions, including one that resulted in a change in control. Prior to Engility, Mr. Alber held the position of Chief Financial Officer and Treasurer at Alion Science and Technology from 2007 to 2012. He has also held senior executive positions at SAIC (NYSE: SAIC) for 18 years, where he served as a Senior Vice President and Group Controller. Prior to SAIC, Mr. Alber was the Director of Finance at Network Solutions, Inc. Mr. Alber received his Bachelor of Science degree from George Mason University in Business Administration with a concentration in finance and subsequently completed an Advance Management Program at Georgetown University’s McDonough School of Business.


Board of Directors

Thomas A. Vecchiolla, 66
Co-Chief Executive Officer, Director

An aerospace and defense industry executive, Mr. Vecchiolla has over 40 years of experience in leadership, global sales and operations, organic and inorganic growth, global customer relationships, resource management, and organizational effectiveness. He is also a director of Gencor Industries, Inc., a manufacturer of heavy machinery. Prior to joining our company, he was most recently Chairman, Chief Executive Officer and President of ST since September 2018. Mr. Vecchiolla led the U.S. sector of Singapore Technologies Engineering Ltd on its increase in growth and profitability, which included restructuring, integration, shared service implementation, creating new business opportunities as well as acquisitions and divestures. He held a number of board positions including serving on ST’s Special Security Agreement board. He joined ST after establishing his own aerospace and defense consulting firm, Artisan Consulting, LLC, in September 2017. He was also associated with The Boston Consulting Group as a Senior Advisor. Prior to September 2017, Mr. Vecchiolla was with the Raytheon Company, now Raytheon Technologies Corporation, (“Raytheon”) for over 15 years. As the President of Raytheon International, Inc., he led the expansion of international revenue and profitability as he was responsible for the establishment of several new international operating companies, as well as the company’s international strategy, sales, marketing, and world-wide customer relationships with 17 global offices. He led Raytheon’s engagement with U.S. departments of State, Commerce, and Defense as well as the National Security Council, with responsibility for Raytheon’s international revenue. He previously was a sector Vice President for Raytheon’s Integrated Defense Systems business. Prior to his employment with Raytheon, Mr. Vecchiolla was a Vice President with Commerce One, a leading e-government solutions provider. During his public sector career, Mr. Vecchiolla served as the National Security and Military Affairs advisor for Senator Olympia Snowe, who held prominent roles on the Senate Armed Services, Commerce and Budget committees. In addition, he was a Brookings Institute Legislative Fellow on the staff of then Senator William S. Cohen, with responsibilities on national defense issues. Mr. Vecchiolla had a distinguished career as a Naval Officer, and retired at the rank of Captain, U.S. Navy, after serving 22 years on active duty. Upon commissioning, Mr. Vecchiolla completed flight training and was designated as a Naval Aviator. During his years of service, he completed multiple operational assignments into the western Pacific, Indian Ocean and the Arabian Gulf and was Commanding Officer of a squadron in San Diego, CA. He held multiple roles in several assignments in the Pentagon and is certified as a Department of Defense Acquisition Professional. Mr. Vecchiolla holds a Bachelor of Science from the U.S. Naval Academy and a Master of Science from the University of Southern California. He maintains his certifications as a general aviation pilot and is a “Wash100” award recipient.


Michael C. Ruettgers, 78
Lead Independent Director Nominee

Michael C. Ruettgers has over 30 years of experience as a senior leader and board member for leading public and private technology companies. Mr. Ruettgers is the former Chairman and Special Advisor for EMC Corporation (“EMC”). EMC was one of the world leaders in products, services, and solutions for information storage and management. He joined EMC in 1988, and served as CEO from 1992 until January 2001, leading the company in a decade-long trajectory of accelerating profitable growth. During his tenure, EMC’s revenues grew from approximately $385 million in 1992 to approximately $8.8 billion in 2000 and he was named one of the “World’s Top 25 Executives” by BusinessWeek, one of the “Best CEOs in America” by Worth Magazine, and one of the “25 Most Powerful People in Networking” by Network World. Mr. Ruettgers has been a frequent speaker at events globally, including the World Economic Forum, Harvard University Nieman Fellows seminars, the Park Distinguished Lecture at Cornell’s Johnson Graduate School of Management, and major IT industry conferences. He spent much of his early career with the Raytheon Company, where he played a key role in the Patriot Missile Program. In November 2002, Mr. Ruettgers was inducted into the CRN Industry Hall of Fame, joining a select group of the innovators, entrepreneurs, and leaders who have helped shape and expand the global IT industry. He is an active and former board member for several organizations, including the Raytheon Company, Keane, Inc., Perkin-Elmer, Inc., Gigamon Inc., Forcepoint, Crosscom, Wolfson Microelectronics, Virsec Systems Inc., Lumicell, Inc. and The Orvis Company, Inc. He is also a member of WGBH Boston’s public broadcasting scientific advisor board, serves as a director of the New England Chapter of National Association of Corporate Directors, and is an advisor to Boston’s Museum of Fine Arts. Mr. Ruettgers holds a Bachelor of Science from Idaho State University and a Master of Business Administration from Harvard Business School.


William J. Fallon, 76
Independent Director Nominee

Admiral William J. Fallon retired from the U.S. Navy in 2008 after a distinguished 40-year career of military and strategic leadership. He has led U.S. and allied forces in eight separate commands and played a leadership role in military and diplomatic matters at the highest levels of the U.S. government. As head of U.S. Central Command, Admiral Fallon directed all U.S. military operations in the Middle East, Central Asia and the Horn of Africa, focusing on combat efforts in Iraq and Afghanistan. He led the U.S. Pacific Command for two years, directing political-military activities in the Asia-Pacific region. His achievements include a resumption of military engagement with China, new outreach to India, a new agreement on a strategic framework with Japan, and humanitarian assistance to the victims of the 2004 Tsunami in Southeast Asia. He also served as the Presidential Envoy to Japan, handling bi-lateral relations after the collision of a U.S. submarine and a Japanese fishing vessel. On September 11, 2001, Admiral Fallon was serving in the Pentagon as Vice Chief of the Navy. He personally directed the recovery of the Navy staff in the wake of the attack and led in the planning of the retaliatory attacks on Al Qaeda and Taliban forces in Afghanistan. He later commanded the U.S. Atlantic Fleet and U.S. Fleet Forces Command, with responsibility for the readiness of U.S. Naval forces worldwide. Admiral Fallon began his Navy career as a combat aviator flying from an aircraft carrier during the Vietnam War and participated in many vital U.S. military operations during the Cold War. He led a Carrier Air Wing in combat during the Gulf War of 1991, and commanded a Navy Battle Group and the U.S. 6th Fleet Battle Force during NATO military operations in Bosnia. Admiral Fallon was a Robert E. Wilhelm Fellow at the Massachusetts Institute of Technology, Center for International Studies. He serves on the Global Affairs Advisory Board of Occidental College and the Advisory Board of the Institute for the Study of Diplomacy at Georgetown University. He is a graduate of Villanova University, the U.S. Naval War College, the National War College, and has a Master of Arts in International Studies from Old Dominion University. Admiral Fallon is Vice Chairman of the Board of CounterTack Inc., a company in the cyber security business, serves on the board of FastData.io, is a partner in Tilwell Petroleum, LLC, and Global Alliance Advisors, LLC, a Washington based consulting group, is an advisor to several other businesses and is a Senior Fellow at the Center for Naval Analyses. He has been a member of an Experts Panel to the Congressional Commission on the Strategic Posture of the U.S. and served as Co-Chair of the Center for Strategic and International Studies Commission on Smart Global Health Policy and Co-Chair of the National Association of Corporate Directors 2009 Blue Ribbon Commission on Risk Management. He is a member of the Council on Foreign Relations and the Board of the American Security Project.


Jeanne C. Tisinger, 59
Independent Director Nominee

Jeanne C. Tisinger has extensive experience delivering the enabling technology and business services for the Central Intelligence Agency’s (“CIA”) global operations. As former Deputy Director of CIA for Support (“DDS”) she reported to the Director of the CIA and was responsible for cyber/personnel/physical security, infrastructure, finance, supply chain management, real estate acquisition and management, medical, human resources, and associated information technology. Prior to her role as DDS, Ms. Tisinger served as CIA’s Chief Information Officer, where she held worldwide responsibility for Enterprise Information Technology strategy, architecture development, infrastructure operations, software development, and service delivery. She drove enhancements to the CIA’s resiliency posture and significantly advanced inter- and intra-agency collaboration capabilities. She constructed and executed the CIA’s acquisition strategy for commercial cloud services, resulting in the partnership with Amazon to provide an Amazon Web Services cloud for the Top Security Intelligence Community (“IC”) Marketplace, while concurrently enhancing the IC’s cyber security posture. Ms. Tisinger is currently a senior advisor for Mastercard’s executive leadership team. She also serves as a consultant on technology strategy, cyber defense, shared services and workforce inclusion for a variety of clients including financial services, technology solutions providers, energy, and national defense. In addition, Ms. Tisinger serves as an independent director for Midwest Reliability Organization, which is an organization that oversees the mitigation of risks to the safety and security of North America’s bulk-power system, and for Satelles, Inc., which is a secure and resilient position, navigation and timing service that compliments and backs up the global positioning system operated by the U.S. Department of Defense. Ms. Tisinger also serves as an independent director of Northwest Federal Credit Union, a $4.2 billion cooperative association. Additionally, she is a member of Peraton’s Federal Advisory Board, a member of the board of advisors of Virginia Tech’s Hume Center for National Security and Technology and a member of the board of directors of the CIA Officers’ Memorial Foundation, which benefits the survivors of fallen CIA officers. Ms. Tisinger was the recipient of the Presidential Meritorious Rank Award and the Presidential Distinguished Rank Award (reserved for the top 1% of Federal Senior Executives). Ms. Tisinger was named by Washingtonian magazine as a Top 100 Tech Titan for the National Capital Region, Information Week’s Top 25 Public CIO’s, and FedScoop’s top 10 Most Influential Women in Federal IT.