▸ Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of some other blank check companies.· ● 1 ▸ FLAG may be subject to a new 1% U.S. federal excise tax in connection with redemptions of FLAG Common Stock.· ● 1 ▸ If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per public share.· ● 1 ▸ Our management has determined that there is substantial doubt about our ability to continue as a “going concern.”· ● 1 ▸ Our sponsor, Metric, the anchor investors and the Insiders have agreed to vote in favor of the initial business combination, regardless of how FLAG’s public stockholders vote.· ● 1 ▸ Recent increases in interest rates and/or inflation in the United States and elsewhere could make it more difficult for us to consummate a Business Combination.· ● 1 ▸ group Risks Related to Our Business· ● 1 ▸ group Risks Relating to The Business Combination with Calidi· ● 1 ▸ The Merger Agreement includes a minimum cash condition as a condition to the consummation of the Merger, which may make it more difficult for FLAG to complete the Business Combination with Calidi as contemplated in the Merger Agreement.· ● 1 ▸ There is no guarantee that an active and liquid public market for shares of New Calidi’s Common Stock will develop.· ● 1 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● · 1 ▸ Business — Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination● · 1 ▸ Certain agreements related to the Initial Public Offering may be amended without stockholder approval.● · 1 ▸ group Description of Registrant’s Securities● · 1 ▸ group Effecting Our Initial Business Combination● · 1 ▸ group Emerging Growth Company and Smaller Reporting Company● · 1 ▸ Evaluation of a Target Business and Structuring of Our Initial Business Combination● · 1 ▸ group Even though these charges may be● · 1 ▸ For an indefinite period of time after the consummation of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.● · 1 ▸ If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has● · 1 ▸ If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the● · 1 ▸ If we pursue a target business in the aerospace, defense or government service industries, we would be subject to a variety of additional risks that may negatively impact our operations.● · 1 ▸ If we seek stockholder approval of our initial business combination, our directors, officers and initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.● · 1 ▸ In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule● · 1 ▸ Item 1. Business—Redemption of Public Shares and Liquidation If No Initial Business Combination● · 1 ▸ Item 1. Business—Sources of Target Businesses● · 1 ▸ Item 1. Business—Stockholders May Not Have the Ability to Approve Our Initial Business Combination● · 1 ▸ Item 10. Directors, Executive Officers and Corporate Governance● · 1 ▸ Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest● · 1 ▸ group Lack of Business Diversification● · 1 ▸ Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Stockholder Approval● · 1 ▸ group Limited Ability to Evaluate the Target’s Management Team● · 1 ▸ group Manner of Conducting Redemptions● · 1 ▸ group Merger of target into a subsidiary of the company No● · 1 ▸ group Merger of the company with a target Yes● · 1 ▸ group NYSE listing rules generally define a “● · 1 ▸ Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule● · 1 ▸ Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”● · 1 ▸ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus● · 1 ▸ Our stockholders’ only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem their shares from us for cash.● · 1 ▸ Our units, Class A common stock and warrants are registered under the Exchange Act and we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. The SEC’s internet site (● · 1 ▸ Permitted Purchases and Other Transactions with Respect to Our Securities● · 1 ▸ group Private Placement of Warrants● · 1 ▸ Pursuant to the Registration and Stockholder Rights Agreement, the form of which was filed as Exhibit 10.2 to our Current Report on Form● · 1 ▸ Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination● · 1 ▸ Redemption of Public Shares and Liquidation If No Initial Business Combination● · 1 ▸ Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls over financial reporting beginning with our Annual Report on Form● · 1 ▸ group Sources of Target Businesses● · 1 ▸ Stockholders May Not Have the Ability to Approve Our Initial Business Combination● · 1 ▸ Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights● · 1 ▸ The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “● · 1 ▸ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.● · 1 ▸ The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a target.● · 1 ▸ The anchor investors are not restricted from selling any units (including the underlying securities) that they purchased in the Initial Public Offering, and any such sales may adversely affect the trading price of our securities.● · 1 ▸ The proceeds held in the Trust Account are being invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule● · 1 ▸ The provisions of our amended and restated certificate of incorporation that relate to our● · 1 ▸ Upon the closing of the Initial Public Offering and the Private Placement, $230,000,000 ($10.00 per unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“● · 1 ▸ We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “● · 1 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● · 1 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor or members of the FLAG team which may raise potential conflicts of interest.● · 1 ▸ We may not hold an annual meeting of stockholders until after the consummation of our initial business combination.● · 1 ▸ We may seek acquisition opportunities in industries or sectors which may or may not be outside of the FLAG team’s area of expertise.● · 1 ▸ We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the consummation of our initial business combination at a● · 1 ▸ A provision of our warrant agreement may make it more difficult for us to complete an initial business combination.● ● 2 ▸ A stockholder will not be entitled to protections normally afforded to investors of many other blank check companies.● ● 2 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.● ● 2 ▸ Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.● ● 2 ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● ● 2 rw ▸ Holders of the shares of our Class A common stock will not be entitled to vote on any election of directors we hold prior to our initial business combination.● ● 2 ▸ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● ● 2 ▸ If we take advantage of NYSE American’s controlled company standards, we would be exempt from various corporate governance requirements.● ● 2 rw ▸ Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.● ● 2 ▸ Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● ● 2 ▸ Our sponsor and Metric may exert substantial influence on actions requiring a stockholder vote, potentially in a manner that stockholders do not support.● ● 2 rw ▸ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● ● 2 ▸ group Risks Relating to Our Initial Business Combination● ● 2 rw ▸ group Risks Relating to Our Management● ● 2 ▸ group Risks Relating to Ownership of Our Securities● ● 2 ▸ The NYSE American may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.● ● 2 rw ▸ There may be tax consequences to our initial business combination that may adversely affect us.● ● 2 ▸ We are a recently incorporated company with no operating history and no revenues, and investors have no basis on which to evaluate our ability to achieve our business objective.● ● 2 ▸ We are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.● ● 2 ▸ We could be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding company, or “PHC,” for U.S. federal income tax purposes.● ● 2 ▸ We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.● ● 2 ▸ We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.● ● 2 
