Amendment: SEC Form SCHEDULE 13D/A filed by Cellectis S.A.

The principal address for CDC Croissance is 209, rue de l'Universite 75007 Paris. CDC Croissance, a 100% subsidiary of CDC, is a management company which manages a range of equity funds for the CDC Group clients. Specializing in small and mid-cap listed companies, the management company is accredited by the French Autorite des marches financiers. CDC Croissance is the management company of the equity funds CDC TECH CROISSANCE.

Information concerning the executive officers and directors of Bpifrance Participations, CDC Croissance S.A., CDC, EPIC and Bpifrance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference.

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein. Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, (i) Bpifrance Participations holds directly 5,873,247 Ordinary Shares, which represents approximately 8.1% of the Issuer's outstanding Ordinary Shares, and 9,252,747 voting rights, which represents approximately 11.8% of outstanding voting rights, and (ii) CDC Croissance S.A., a wholly-owned subsidiary of CDC, holds, through CDC TECH CROISSANCE, 1,039,906 Ordinary Shares, which represents approximately 1.4% of the Issuer's outstanding Ordinary Shares, and 1,039,906 voting rights, which represents approximately 1.3% of outstanding voting rights. As of the date hereof, none of Bpifrance, EPIC or CDC holds any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 5,873,247 Ordinary Shares and 9,252,747 voting rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owners of 5,873,247 Ordinary Shares and 9,252,747 voting rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 5,873,247 Ordinary Shares and 9,252,747 voting rights, indirectly through its joint ownership and control of Bpifrance and (y) 1,039,906 Ordinary Shares and 1,039,906 voting rights, indirectly through its ownership of CDC Croissance. This Amendment is being filed to reflect the difference in the Reporting Persons' percentage ownership of the Issuer's Ordinary Shares and voting rights under U.S. and French law, as described below, and is not due to any transactions in the Ordinary Shares by the Reporting Persons. The percentage of Ordinary Shares and voting rights beneficially owned by each Reporting Person is based on 72,093,873 outstanding Ordinary Shares and 78,660,539 outstanding voting rights of the Issuer, as of January 20, 2025, as published by the Issuer on January 8, 2025. The amount of outstanding Ordinary Shares and voting rights disclosed in the prior sentence is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under French law, treasury shares are required to be included in the calculation of outstanding shares. Using the French law requirements, the Issuer had 100,093,873 outstanding Ordinary Shares and 88,660,539 outstanding voting rights, and (i) Bpifrance Participations' Ordinary Share holdings represent approximately 5.9% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 10.4% of outstanding voting rights, and (ii) CDC Croissance's Ordinary Share holdings represent approximately 1.0% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 1.2% of outstanding voting rights.

Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: See the information contained on the cover pages of this Amendment, which is incorporated herein by reference.

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2.

EX 99.1 - Joint Filing Agreement, dated as of February 12, 2021, by and among the Reporting Persons (incorporate by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed on February 12, 2021) EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons