August 19, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549
| Re: | Calidi Biotherapeutics, Inc. |
| Registration Statement on Form S-1 | |
| File No. 333-289670 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Calidi Biotherapeutics, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 9:00 a.m., Eastern Time, on Wednesday, August 20, 2025, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.
Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference Carmel LLP, by contacting Rohini Sud at (212) 398-9026 or rsud@srfc.law.
| Very truly yours, | |
| /s/ Andrew Jackson | |
| Andrew
Jackson Chief Financial Officer |