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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Complete Solaria, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 21, 2025 |
As filed with the Securities and Exchange Commission on August 21, 2025 As filed with the Securities and Exchange Commission on August 21, 2025 Registration No. |
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| August 21, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 COMPLETE SOLARIA, INC. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity 2023 Equity In |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40117 COMPLETE SOLARIA, INC. |
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| August 6, 2025 |
COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated July 9, 2025) Registration No. 333-280973 COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated July 9, 2025 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This pros |
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| August 4, 2025 |
Fifth Amendment to OTC Equity Prepaid Forward Transaction Exhibit 10.1 Fifth Amendment to OTC Equity Prepaid Forward Transaction THIS OTC EQUITY PREPAID FORWARD TRANSACTION FOURTH AMENDMENT, dated as of August 1, 2025 (the “Fifth Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporations, (domesticated from Freedom Acquisition I Corp.) (the |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| July 28, 2025 |
COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 4 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated July 9, 2025) Registration No. 333-280973 COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated July 9, 2025 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This pros |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 22, 2025 |
Exhibit 99.1 SPWR Q2’25: $67.5M Revenue, $2.4M Operating Profit Vigorous Cost Cutting Offsets ITC-Related Revenue Drop OREM, Utah (July 22, 2025) – SunPower, formerly d/b/a Complete Solaria, Inc. (“SunPower” or the “Company”) (Nasdaq: SPWR), a solar technology, services, and installation company, will present its Q2’25 results via webcast today Tuesday, July 22 at 1:00pm ET. Interested parties may |
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| July 22, 2025 |
COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated July 9, 2025) Registration No. 333-280973 COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated July 9, 2025 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This pros |
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| July 21, 2025 |
Form of Amendment to OTC Equity Prepaid Forward Transaction Exhibit 10.1 [ ] Amendment to OTC Equity Prepaid Forward Transaction This [ ] amendment, dated July [ ], 2025 (this “Amendment”), is entered into in respect of the OTC Equity Prepaid Forward Transaction originally executed as of July 13, 2023 by and between Freedom Acquisition I Corp., a Cayman Island exempted company (“FACT”), Complete Solaria, Inc., a Delaware Corporation (“Target”) (with FACT a |
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| July 21, 2025 |
Fourth Amendment to OTC Equity Prepaid Forward Transaction Exhibit 10.2 Fourth Amendment to OTC Equity Prepaid Forward Transaction THIS OTC EQUITY PREPAID FORWARD TRANSACTION FOURTH AMENDMENT, dated as of July 18, 2025 (the “Fourth Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporations, (domesticated from Freedom Acquisition I Corp.) (th |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 21, 2025 |
COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated July 9, 2025) Registration No. 333-280973 COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated July 9, 2025 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This pros |
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| July 16, 2025 |
Convertible Promissory Note dated July 10, 2025 Exhibit 4.1 THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE |
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| July 16, 2025 |
COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated July 9, 2025) Registration No. 333-280973 COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated July 9, 2025 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This pros |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 9, 2025 |
COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-280973 COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock This prospectus relates to the potential offer and sale of up to 30,450,000 shares of our common stock, par value $0.0001 per share (the “common stock”), by White Lion Capital, LLC (“White Lion” or the “Selling Securityholder”). The shares of common stock to which |
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| July 1, 2025 |
As filed with the United States Securities and Exchange Commission on June 30, 2025. As filed with the United States Securities and Exchange Commission on June 30, 2025. |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 29, 2025 |
SunPower 2025 Annual Meeting Transcript May 29, 2025 Exhibit 99.1 SunPower 2025 Annual Meeting Transcript May 29, 2025 Participants T.J. Rodgers, Executive Chairman & CEO Dan Foley, CFO T.J. Rodgers Welcome to the 2025 Annual Meeting of Stockholders for Complete Solaria, Inc., which is now operating under the name SunPower. I am T.J. Rodgers, the Chief Executive Officer and Executive Chairman of SunPower. I will act as chair of this meeting. Thank y |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40117 COMPLETE SOLARIA, INC |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| May 2, 2025 |
Exhibit 99.1 SunPower (aka Complete Solaria, Inc.) Receives Notice of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K Annual Report on Form 10-K Filed on April 30, 2025 OREM, Utah (May 2, 2025) – SunPower, (aka Complete Solaria, Inc.) (“SunPower” or the “Company”) (Nasdaq: SPWR), today announced that it received an expected deficiency notification letter from the Lis |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 30, 2025 |
SunPower Reports Q1’25: $80.2M Revenue, $1.3M Profit1 First Profitable Quarter In Four Years Exhibit 99.1 SunPower Reports Q1’25: $80.2M Revenue, $1.3M Profit1 First Profitable Quarter In Four Years OREM, Utah (April 30, 2025) – SunPower, formerly d/b/a Complete Solaria, Inc. (“SunPower” or the “Company”) (Nasdaq: SPWR), a solar technology, services, and installation company, will present its 2024 and Q1’25 results via webcast at 1:00pm ET on Wednesday, April 30. Interested parties may ac |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40117 COMPLETE SOLARIA, INC. ( |
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| April 30, 2025 |
Exhibit 4.8 DESCRIPTION OF CAPITAL STOCK The following summary description of our capital stock is based on the provisions of our certificate of incorporation, or the Certificate of Incorporation, and amended and restated bylaws, or the Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable p |
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| April 30, 2025 |
Exhibit 19.1 Complete Solaria, Inc. Insider Trading Policy Approved by the Board of Directors on July 18, 2023 Effective July 18, 2023 Introduction This policy determines acceptable transactions in the securities of Complete Solaria, Inc. (the “Company” or “Complete Solaria”) by our employees, directors and consultants (“team members”). During the course of your employment, directorship or consult |
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| April 30, 2025 |
Complete Solaria, Inc. Clawback Policy Exhibit 97.1 Complete Solaria, Inc. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Complete Solaria, Inc., a Delaware corporation (the “Company”), and the Board have determined that it is in the best interests of the Company and its shareholders to adopt this Incentive Compensation Recoup |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| April 21, 2025 |
SUNPOWER VISION Powering America since 1985 Exhibit 99.1 SUNPOWER VISION Powering America since 1985 A message from TJ Rodgers, SunPower CEO Given that more than 70 solar companies went out of business last year, any vision for SunPower's future must begin with a solid financial foundation. Consequently, the vision for 2025-2026 is to get from our current $300 million revenue run rate to over $1 billion as quickly as possible and grow expen |
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| April 21, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| February 5, 2025 |
JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 ck0001669811-ex991.htm EX-99.1 EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. T |
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| January 31, 2025 |
COMPLETE SOLARIA, INC. Up to 12,416,071 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(5) Registration No. 333-284074 COMPLETE SOLARIA, INC. Up to 12,416,071 Shares of Common Stock This prospectus relates to the issuance by us of an aggregate of up to 6,170,396 shares of our common stock, $0.0001 par value per share (the “common stock”), consisting of: (1) up to 6,000,000 shares of common stock that are issuable upon the exercise of the warra |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| January 27, 2025 |
Complete Solar 4Q 2024 Business Update Transcript January 21, 2025 Exhibit 99.1 Complete Solar 4Q 2024 Business Update Transcript January 21, 2025 Participants T.J. Rodgers, Executive Chairman & CEO Dan Foley, CFO Venki Sundaresan, VP Information Technology Sioban Hickie, VP Investor Relations Presentation Sioban Hickie Good morning and welcome to Complete Solar’s Earnings Call. We will be reviewing our preliminary unaudited 4Q 2024 results, which were issued thi |
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| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| January 21, 2025 |
Complete Solar Preliminary Fourth Quarter Report Exhibit 99.1 Complete Solar Preliminary Fourth Quarter Report OREM, Utah (January 21, 2025) - Complete Solaria, Inc. d/b/a Complete Solar (“Complete Solar” or the “Company”) (Nasdaq: CSLR), a solar technology, services, and installation company, today will present its preliminary unaudited Q4’24 results via webcast at 2:00pm ET. Interested parties may access the webcast by registering here or by v |
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| January 8, 2025 |
COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 CORRESP 1 filename1.htm COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 January 8, 2025 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Eranga Dias Re: Complete Solaria, Inc. Registration Statement on Form S-3 Filed on December 30, 2024 File No. 333-284074 Dear Mr. Dias: On January 7, 2025, Co |
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| January 8, 2025 |
COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 January 8, 2025 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Eranga Dias Re: Complete Solaria, Inc. Registration Statement on Form S-3 Filed on December 30, 2024 File No. 333-284074 Ladies and Gentlemen: In accordance with Rule 461 under the S |
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| January 7, 2025 |
COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 January 7, 2025 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Eranga Dias Re: Complete Solaria, Inc. Registration Statement on Form S-3 Filed on December 30, 2024 File No. 333-284074 Ladies and Gentlemen: In accordance with Rule 461 under the S |
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| December 30, 2024 |
Up to $50,000,000 Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(5) Registration No. 333-283948 Up to $50,000,000 Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement, dated December 19, 2024, or the Sales Agreement, with Cantor Fitzgerald & Co., or the Agent, relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectus. In accordance with the ter |
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| December 30, 2024 |
As filed with the United States Securities and Exchange Commission on December 27, 2024. As filed with the United States Securities and Exchange Commission on December 27, 2024. |
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| December 30, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Complete Solaria, Inc. |
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| December 30, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 27, 2024 As filed with the U.S. Securities and Exchange Commission on December 27, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMPLETE SOLARIA, INC. (Exact name of registrant as specified in its charter) Delaware 93-2279786 (State or other jurisdiction of incorporation or organization) ( |
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| December 23, 2024 |
COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 December 23, 2024 COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 December 23, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Bradley Ecker Re: Complete Solaria, Inc. Registration Statement on Form S-3 Filed on December 20, 2024 File No. 333-283948 Ladies and Gentlemen: In accordance with Rule 461 under the Se |
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| December 20, 2024 |
Exhibit 4.13 COMPLETE SOLARIA, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Sect |
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| December 20, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 19, 2024 As filed with the U.S. Securities and Exchange Commission on December 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMPLETE SOLARIA, INC. (Exact name of registrant as specified in its charter) Delaware 93-2279786 (State or other jurisdiction of incorporation or organization) ( |
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| December 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Complete Solaria, Inc. |
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| December 20, 2024 |
Exhibit 1.2 COMPLETE SOLARIA, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement December 19, 2024 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Ladies and Gentlemen: Complete Solaria, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows: 1 |
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| December 19, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissio |
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| December 16, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commis |
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| December 16, 2024 |
Exhibit 99.1 SUNPOWER BUSINESSES COMBINED FINANCIAL STATEMENTS For the Thirty-Nine Weeks ended September 29, 2024 and For the Fiscal Year ended December 31, 2023 Table of Contents Independent Auditor’s Report 3 Combined Balance Sheet as of September 29, 2024 and December 31, 2023 5 Combined Statement of Operations for the Thirty-Nine Weeks ended September 29, 2024 and Fiscal Year ended December 31 |
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| December 16, 2024 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial statements are derived from the historical consolidated Complete Solaria, Inc. (the “Company”, “Complete Solaria”, or “CSLR”) the historical combined financial statements of SunPower Businesses, respectively and reflects (1) the acquisition of certain businesses from SunPower Corpor |
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| November 18, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40117 COMPLETE SOLARIA, INC. (Exact N |
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| November 18, 2024 |
Complete Solar 3Q 2024 Business Update Presentation November 13, 2024 Exhibit 99.2 Complete Solar 3Q 2024 Business Update Presentation November 13, 2024 Participants T.J. Rodgers, CEO Dan Foley, CFO Dan Myers, EVP New Homes Sioban Hickie, Head of IR Presentation T.J. Rodgers Hello. My name is T.J. Rodgers. You are at the Complete Solar earnings release call. Normally I insist on having an in-house Board meeting…so I was in Salt Lake a couple of days ago. Orem is act |
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| November 18, 2024 |
Complete Solar Third Quarter Report Exhibit 99.1 Complete Solar Third Quarter Report OREM, Utah (November 13, 2024) - Complete Solaria, Inc. d/b/a Complete Solar (“Complete Solar” or the “Company”) (Nasdaq: CSLR), a solar technology, services, and installation company, today will present its Q3’24 results via webcast at 5:00 p.m. EST. Interested parties may access the webcast by registering here or by visiting the Events page within |
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| November 18, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissio |
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| November 14, 2024 |
CSLR / Complete Solaria, Inc. / Park West Asset Management LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* COMPLETE SOLARIA, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 20460L104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| November 13, 2024 |
NT 10-Q 1 ea0220988-nt10qcomplete.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 29, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report o |
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| November 12, 2024 |
CSLR / Complete Solaria, Inc. / Carlyle Group Inc. Passive Investment SC 13G/A 1 formsc13ga.htm United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Complete Solaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 ( |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| October 16, 2024 |
Employment Agreement dated October 10, 2024 between the Company and Daniel Foley Exhibit 10.1 October 10, 2024 Dear Dan, On behalf of Complete Solaria, Inc., a Delaware corporation (the “Company”), we are delighted to extend an offer of full-time employment to you to join our team as Chief Financial Officer subject to the terms and conditions of this letter agreement (the “Offer Letter”). Responsibilities and Location As Chief Financial Officer, you will report directly to TJ |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| October 11, 2024 |
Exhibit 99.1 The rise, fall and potential rebirth of solar trailblazer SunPower Air date: October 11, 2024 Taylor Kuykendall Hello, and welcome to Energy Evolution, S&P Global Commodity Insights podcast all about the energy transition. I’m your host, Taylor Kuykendall. And this episode’s focus is the rise and fall of California Solar Trailblazer SunPower and its potential rebirth through a recent |
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| October 1, 2024 |
Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 7 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 8, 2024) Registration No. 333-280973 Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated August 8, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This prospectus supplement |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissi |
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| October 1, 2024 |
PROSPECTUS SUPPLEMENT NO. 7 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 9, 2024) Registration No. 333-273820 Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated August 9, 2024 (as amended or supplemented, |
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| October 1, 2024 |
Exhibit 10.1 TRANSITION SERVICES AGREEMENT dated as of September 30, 2024 by and among SUNPOWER CORPORATION SUNPOWER CORPORATION, SYSTEMS FALCON ACQUISITION HOLDCO, INC. BLUE RAVEN SOLAR HOLDINGS, LLC BRS FIELD OPS, LLC BLUE RAVEN SOLAR, LLC SUNPOWER CAPITAL SERVICES, LLC SUNPOWER CAPITAL, LLC SUNPOWER NORTH AMERICA, LLC SUNPOWER HOLDCO, LLC and COMPLETE SOLARIA, INC. TRANSITION SERVICES AGREEMENT |
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| September 26, 2024 |
PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 9, 2024) Registration No. 333-273820 Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated August 9, 2024 (as amended or supplemented, |
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| September 26, 2024 |
Exhibit 4.1 COMPLETE SOLARIA, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 16, 2024 7.00% Convertible Senior Notes due 2029 TABLE OF CONTENTS Page ARTICLE 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 References to Interest. 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 15 Section 2.01 Designation and |
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| September 26, 2024 |
Form of 7.0% Convertible Senior Note due 2029 Exhibit 4.2 THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissi |
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| September 26, 2024 |
Form of Note Purchase Agreement Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the “Agreement”) is made as of September 22, 2024 (the “Effective Date”) by and between Complete Solaria, Inc., a Delaware corporation (the “Company”), and the party named on the signature page attached hereto (the “Purchaser”). RECITALS WHEREAS, the Company has authorized, upon the terms and conditions stated in this Agreement, th |
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| September 26, 2024 |
Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 8, 2024) Registration No. 333-280973 Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated August 8, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This prospectus supplement |
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| September 16, 2024 |
PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 9, 2024) Registration No. 333-273820 Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated August 9, 2024 (as amended or supplemented, |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissi |
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| September 16, 2024 |
Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 8, 2024) Registration No. 333-280973 Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated August 8, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This prospectus supplement |
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| September 16, 2024 |
Complete Solar is Winning Bidder In SunPower Chapter 11 Proceedings Exhibit 99.1 Complete Solar is Winning Bidder In SunPower Chapter 11 Proceedings Lehi, Utah (September 16, 2024) – Complete Solar Holdings, Inc. d/b/a Complete Solar (“Complete Solar” or the “Company”) (Nasdaq: CSLR), a solar technology, services, and installation company, today announced that SunPower (OTC: SPWRQ) has determined Complete Solar to be the prevailing bidder for the assets of SunPowe |
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| September 12, 2024 |
Form of Indenture between Complete Solaria, Inc. and U.S. Bank Trust Company, National Association Exhibit 4.1 COMPLETE SOLARIA, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September , 2024 7.00% Convertible Senior Notes due 2029 TABLE OF CONTENTS Page Article 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 14 Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 15 Section 2.01 Designation and Amo |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissio |
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| September 12, 2024 |
Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 4 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 8, 2024) Registration No. 333-280973 Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated August 8, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This prospectus supplement |
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| September 12, 2024 |
PROSPECTUS SUPPLEMENT NO. 4 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 9, 2024) Registration No. 333-273820 Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated August 9, 2024 (as amended or supplemented, |
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| September 12, 2024 |
Form of Note Purchase Agreement Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the “Agreement”) is made as of September , 2024 (the “Effective Date”) by and between Complete Solaria, Inc., a Delaware corporation (the “Company”), and the party named on the signature page attached hereto (the “Purchaser”). RECITALS WHEREAS, the Company has authorized, upon the terms and conditions stated in this Agreement, the |
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| September 12, 2024 |
Exhibit 4.2 [FORM OF FACE OF NOTE] [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED B |
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| August 20, 2024 |
Exhibit 10.1 AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN Complete Solaria, Inc. AND WHITE LION CAPITAL LLC THIS AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective August 14, 2024 (the “Amendment Effective Date”), is by and between Complete Solaria, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability comp |
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| August 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| August 20, 2024 |
PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 9, 2024) Registration No. 333-273820 Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated August 9, 2024 (as amended or supplemented, |
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| August 20, 2024 |
Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 8, 2024) Registration No. 333-280973 Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated August 8, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This prospectus supplement |
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| August 15, 2024 |
PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 9, 2024) Registration No. 333-273820 Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated August 9, 2024 (as amended or supplemented, |
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| August 15, 2024 |
Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 8, 2024) Registration No. 333-280973 Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated August 8, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This prospectus supplement |
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| August 14, 2024 |
Executive Employment Agreement, dated April 24, 2024, between the Company and Brian Wubbels. Exhibit 10.2 April 24, 2024 Brian Wuebbels [email protected] Dear Brian, On behalf of Complete Solaria, Inc., a Delaware corporation (the “Company”), we are delighted to extend an offer of full-time employment to you as Chief Operations Officer, subject to the terms and conditions of this letter agreement (the “Offer Letter”). Responsibilities and Location As Chief Operations Officer, yo |
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| August 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40117 COMPLETE SOLARIA, INC. (Exact Name o |
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| August 14, 2024 |
Employment Agreement with Daniel Foley, dated June 7, 2024 Exhibit 10.8 Offer Letter June 4, 2024 Daniel Foley Transmitted Electronically Dear Daniel, We are pleased to offer you a full-time position with Complete Solar, Inc. (the “Company”), as Chief Financial Officer reporting to T.J. Rodgers, Chief Executive Officer. We propose a start date of Monday July 1, 2024. Base Salary: You will receive a gross semi-monthly salary of $11,458.33 equivalent to $27 |
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| August 14, 2024 |
Separation Agreement with Chris Lundell, dated as of May 18, 2024 Exhibit 10.7 April 29, 2024 Chris Lundell Delivered Via Email Dear Chris, As you have been informed, Complete Solaria, Inc. (the “Company”) will be consolidating the Executive Chairman and CEO position effective 4/29/2024. This letter sets forth the terms of the Separation Agreement (the “Agreement”) that the Company is offering to you to aid in your employment transition. 1. Separation. Your last |
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| August 9, 2024 |
PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 9, 2024) Registration No. 333-273820 Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated August 9, 2024 (as amended or supplemented, |
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| August 9, 2024 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-273820 Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 21,874,907 shares of our common stock, $0.0001 par value per share (the “common stock”), wh |
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| August 9, 2024 |
Up to 30,450,000 Shares of Common Stock PROSPECTUS SUPPLEMENT NO.1 Filed Pursuant to Rule 424(b)(3) (To the Prospectus dated August 8, 2024) Registration No. 333-280973 Up to 30,450,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated August 8, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280973). This prospectus supplement i |
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| August 8, 2024 |
Up to 30,450,000 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-280973 Up to 30,450,000 Shares of Common Stock This prospectus relates to the potential offer and sale of up to 30,450,000 shares of our common stock, par value $0.0001 per share (the “common stock”), by White Lion Capital, LLC (“White Lion” or the “Selling Securityholder”). The shares of common stock to which this prospectus relates |
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| August 6, 2024 |
Exhibit 10.1 FOR DISCUSSION PURPOSES ONLY ASSET PURCHASE AGREEMENT Dated as of August 5, 2024 by and AMONG Complete SolarIA, inc., as Purchaser, and SUNPOWER CORPORATION AND ITS SUBSIDIARIES NAMED HEREIN, as sellerS table of contents Page Article I Purchase and Sale of Acquired Assets; Assumption of Assumed Liabilities 2 Section 1.1 Purchase and Sale of the Acquired Assets 2 Section 1.2 Excluded A |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| August 1, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| August 1, 2024 |
Letter from Deloitte & Touche LLP dated August 1, 2024 Exhibit 16.1 August 1, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Complete Solaria, Inc.’s Form 8-K dated August 1, 2024, and have the following comments: 1) We agree with the statements made in paragraphs one through five of Item 4.01. 2) We have no basis on which to agree or disagree with other statements mad |
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| July 26, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN Complete Solaria, Inc. AND WHITE LION CAPITAL LLC THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective July 24, 2024 (the “Amendment Effective Date”), is by and between Complete Solaria, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability compan |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 26, 2024 |
COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 July 26, 2024 COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 July 26, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jenny O’Shanick Re: Complete Solaria, Inc. Registration Statement on Form S-1 Filed July 24, 2024 File No. 333-280973 Ladies and Gentlemen: In accordance with Rule 461 under the Securities |
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| July 24, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Complete Solaria, Inc. |
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| July 24, 2024 |
Exhibit 10.48 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN Complete Solaria, Inc. AND WHITE LION CAPITAL LLC THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective July 24, 2024 (the “Amendment Effective Date”), is by and between Complete Solaria, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability compa |
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| July 24, 2024 |
As filed with the United States Securities and Exchange Commission on July 24, 2024. As filed with the United States Securities and Exchange Commission on July 24, 2024. |
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| July 23, 2024 |
Form of Polar Third Amendment to Forward Purchase Agreement Exhibit 10.1 Third Amendment to OTC Equity Prepaid Forward Transaction THIS OTC EQUITY PREPAID FORWARD TRANSACTION THIRD AMENDMENT, dated as of July 17, 2024 (this “Third Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the “ |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 19, 2024 |
As filed with the United States Securities and Exchange Commission on July 19, 2024. As filed with the United States Securities and Exchange Commission on July 19, 2024. |
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| July 19, 2024 |
Exhibit 10.47 Third Amendment to OTC Equity Prepaid Forward Transaction THIS OTC EQUITY PREPAID FORWARD TRANSACTION THIRD AMENDMENT, dated as of July 17, 2024 (this “Third Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the |
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| July 19, 2024 |
Form of Common Stock Purchase Agreement Exhibit 10.41 COMPLETE SOLARIA, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is made as of by and between Complete Solaria, Inc., a Delaware corporation (the “Company”) and (“Purchaser”). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference. |
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| July 17, 2024 |
Common Stock Purchase Agreement, dated July 16, 2024, by and between the Company and White Lion. Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as July 16, 2024 (the “Execution Date”), by and between Complete Solaria, Inc., a corporation organized under the laws of Delaware (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”). WHEREAS, the parties desire that, upon the |
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| July 17, 2024 |
Registration Rights Agreement, dated July 16, 2024, by and between the Company and White Lion. Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is entered into effective as July 16, 2024 (the “Execution Date”), by and between Complete Solaria, Inc., a corporation organized under the laws of Delaware (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”). RECITALS A. The parties desire that, upon the t |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 11, 2024 |
CSLR / Complete Solaria, Inc. / Carlyle Group Inc. - SC 13G/A Passive Investment SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Complete Solaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 2 |
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| July 11, 2024 |
EX-24 CUSIP No. 20460L104 Schedule 13G Page 26 of 27 Exhibit 24 POWER OF ATTORNEY The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute, and file certain federal and state securities laws filings. Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan B |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporat |
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| July 8, 2024 |
Form of Convertible Note Purchase Agreement, dated July 1, 2024 Exhibit 10.3 Execution Version NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the “Agreement”) is made as of July 1, 2024 (the “Effective Date”) by and among Complete Solaria, Inc., a Delaware corporation (the “Company”), and the party named on the signature page attached hereto (the “Purchaser”). RECITAL To provide the Company with additional resources to conduct its business, the Purchase |
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| July 8, 2024 |
Form of Convertible Note, dated July 1, 2024 Exhibit 10.2 THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 8, 2024 |
Exchange Agreement, dated July 1, 2024. Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is entered into as of July 1, 2024, by and among Complete Solaria, Inc., a Delaware corporation (the “Company”), and CRSEF Solis Holdings, L.L.C., a Delaware limited liability company (“Carlyle”), Kline Hill Partners Fund LP, a Delaware limited partnership (“Kline Fund”), Kline Hill Partners IV SPV LLC, a Delaware limited l |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction (Commission File Number) (IRS Em |
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| July 5, 2024 |
Employment Extension Agreement, dated June 30, 2024, between Brian Wuebbels and the Company Exhibit 10.1 June 30, 2024 Brian Wuebbels - [email protected] 1019 13th Street Highland, IL 62249 Dear Brian, You have rescinded and canceled your resignation letter, dated June 24, 2024. You hereby acknowledge that the resignation letter is void and was of no force or effect. To ensure continuity and accurate release of the CSLR Q2 10Q financial statement, you and Complete Solaria have |
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| June 24, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024. Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| June 24, 2024 |
Form of Common Stock Warrant (2024) Exhibit 10.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE TERMS OF THIS WARRANT, THE ACT |
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| June 24, 2024 |
Form of Statement of Work (2024) Exhibit 10.2 EXHIBIT A STATEMENT OF WORK This Statement of Work (“SOW”) is effective as of March 12, 2024 (the “Effective Date”) and is incorporated into the Master Services Agreement dated March 12, 2024 (the “Agreement”), by and between Complete Solaria, Inc. (the “Company”), and Ayna.AI LLC (“Ayna”). This SOW describes scope of, and the fees for, the Services and Deliverables to be performed an |
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| June 21, 2024 |
Form of Siemens v. Solaria Final Order. Exhibit 10.1 |
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| June 21, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 20, 2024 |
Form of Sandia Third Amendment to Forward Purchase Agreement. Exhibit 10.1 Third Amendment to OTC Equity Prepaid Forward Transaction This second amendment is to the OTC Equity Prepaid Forward Transaction executed as of July 13, 2023 by and between Freedom Acquisition I Corp, a Cayman Island exempted company (“FACT”), Complete Solaria, Inc., a Delaware Corporation (“Target”) (with FACT and Target collectively the “Company”) and Sandia Investment Management LP |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024. Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 17, 2024 |
Exhibit 10.1 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSU |
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| May 15, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40117 COMPLETE SOLARIA, INC. (Exact Name |
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| May 15, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40117 COMPLETE SOLARIA, INC. (Exact Nam |
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| May 14, 2024 |
Form of Sandia Second Amendment to Forward Purchase Agreement Exhibit 10.1 Second Amendment to OTC Equity Prepaid Forward Transaction THIS OTC EQUITY PREPAID FORWARD TRANSACTION SECOND AMENDMENT, dated as of May 8, 2024 (this “Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the “Compan |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission File |
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| May 14, 2024 |
Form of Polar Second Amendment to Forward Purchase Agreement Exhibit 10.2 Second Amendment to OTC Equity Prepaid Forward Transaction THIS OTC EQUITY PREPAID FORWARD TRANSACTION SECOND AMENDMENT, dated as of May [**], 2024 (this “Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the “Com |
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| May 2, 2024 |
Form of Common Stock Purchase Agreement, dated May 1, 2024. Exhibit 10.1 COMPLETE SOLARIA, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is made as of May 1, 2024 (the “Effective Date”) by and between Complete Solaria, Inc., a Delaware corporation (the “Company”, and together with its undersigned Company affiliates, “Complete Solaria”) and Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline H |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission File |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| April 22, 2024 |
Form of Amendment to SAFE (2024) Exhibit 10.1 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSU |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission F |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40117 COMPLETE SOLA |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 11, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273820 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated February 13, 2024) Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated February 13, 2024 (the “Prospectus”), wh |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissio |
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| February 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273820 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated February 13, 2024) Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated February 13, 2024 (the “Prospectus”), wh |
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| February 16, 2024 |
Exhibit 10.1 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSU |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissio |
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| February 16, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273820 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated February 13, 2024) Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated February 13, 2024 (the “Prospectus”), wh |
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| February 14, 2024 |
CSLR / Complete Solaria, Inc. / Park West Asset Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* COMPLETE SOLARIA, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 20460L104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273820 PROSPECTUS Up to 33,894,518 Shares of Common Stock Up to 21,874,907 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 13,249,907 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 21,874,907 shares of our common stock, $0.0001 par value per share (the “ |
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| February 12, 2024 |
COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 COMPLETE SOLARIA, INC. 45700 Northport Loop East Fremont, CA 94538 February 12, 2024 VIA EDGAR U.S. Securities and Exchange Commission Office of Manufacturing Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549-3010 Attention: Patrick Fullem Evan Ewing RE: Complete Solaria, Inc. Registration Statement on Form S-1 Filed August 9, 2023 File No. 333-273820 Ladies and Gentlem |
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| February 1, 2024 |
John T. McKenna T: +1 650 843 5059 [email protected] February 1, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Patrick Fullem Evan Ewing RE: Complete Solaria, Inc. Amendment No. 2 Registration Statement on Form S-1 Filed on December 22, 2023 File No. 333-273820 Ladies and Gentlemen: |
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| February 1, 2024 |
Table of Contents As filed with the United States Securities and Exchange Commission on February 1, 2024. |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| January 4, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents the pro forma effects of the Business Combination, inclusive of the Mergers and the Domestication of FACT, as |
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| January 4, 2024 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2023 Incentive Equity Plan Common Stock, $0. |
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| January 4, 2024 |
Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Complete Solaria, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Complete Solaria, Inc. (formerly Complete Solar, Inc.) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements |
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| January 4, 2024 |
As filed with the U.S. Securities and Exchange Commission January 4, 2024 As filed with the U.S. Securities and Exchange Commission January 4, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMPLETE SOLARIA, INC. (Exact name of registrant as specified in its charter) Delaware 93-2279786 (State or other jurisdiction of incorporation) (I.R.S. Employer Ident |
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| January 4, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EX-99.2 3 d474289dex992.htm EX-99.2 Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing at the end of this prospectus. Some of the information contained in this d |
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| January 4, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| January 4, 2024 |
Exhibit 99.4 INDEPENDENT AUDITOR’S REPORT To the shareholders and the Board of Directors of The Solaria Corporation Opinion We have audited the consolidated financial statements of The Solaria Corporation and subsidiaries (the “Company”), which comprise the Consolidated Balance Sheets as of December 31, 2021 and 2020, and the related Consolidated Statements of Operations and Comprehensive Loss, Co |
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| December 22, 2023 |
Table of Contents As filed with the United States Securities and Exchange Commission on December 22, 2023. |
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| December 22, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Complete Solaria, Inc. |
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| December 22, 2023 |
John T. McKenna T: +1 650 843 5059 [email protected] December 22, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Patrick Fullem Evan Ewing RE: Complete Solaria, Inc. Registration Statement on Form S-1 Filed on August 9, 2023 File No. 333-273820 Ladies and Gentlemen: On behalf of Complete Sola |
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| December 21, 2023 |
Form of Common Stock Purchase Agreement Exhibit 10.2 COMPLETE SOLARIA, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is made as of by and between Complete Solaria, Inc., a Delaware corporation (the “Company”) and [] (“Purchaser”). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference |
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| December 21, 2023 |
Form of Amendment to Forward Purchase Agreement Exhibit 10.1 Amendment to OTC Equity Prepaid Forward Transaction This amendment is to the OTC Equity Prepaid Forward Transaction executed as of July 13, 2023 by and between Freedom Acquisition I Corp, a Cayman Island exempted company (“FACT”), Complete Solaria, Inc., a Delaware Corporation (“Target”) (with FACT and Target collectively the “Company”) and [] (the “Seller”) (the “EPFT Contract”) Capi |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissio |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissio |
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| November 16, 2023 |
Complete Solaria Reports Third Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Complete Solaria Reports Third Quarter 2023 Results FREMONT, CA (November 14, 2023) – Complete Solaria Inc. (NASDAQ: CSLR) published its third quarter 2023 results, which will be reviewed for investors at 5:00 p.m. EST today at https://investors.completesolaria.com/. Third quarter summary (financial comments based on non-GAAP results unless noted): ● Revenue (sys |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissio |
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| November 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40117 COMPLETE SOLARIA, INC. (Succes |
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| October 13, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Form 8-K dated July 18, 2023 and, if not defined in the Form 8-K dated July 18, 2023, the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2023, as sup |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| October 12, 2023 |
Form of First Amendment to Replacement Warrant EX-4.2 Exhibit 4.2 FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK This First Amendment to Warrant to Purchase Stock (“Amendment”) is entered into as of [Date], by and between Complete Solaria, Inc., a Delaware corporation (the “Company”) and [Name] (“Holder”). WHEREAS, as of November 2, 2022, the Company issued that certain Warrant to Purchase Stock, [Warrant Number] (the “Original Warrant”) to Hold |
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| October 12, 2023 |
EX-4.1 Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE |
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| September 22, 2023 |
EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. |
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| September 22, 2023 |
CSLR / Complete Solaria Inc. / Carlyle Group Inc. - SC 13G Passive Investment SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Complete Solaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 2046 |
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| September 21, 2023 |
Exhibit 99.1 Maxeon Solar Technologies and Complete Solaria Sign Definitive Agreement for Purchase of Sales Channel Assets and Shingled Solar Panel IP by Maxeon SINGAPORE & FREMONT, CA (September 20, 2023) – Maxeon Solar Technologies, Ltd. (Nasdaq: MAXN) (“Maxeon”), a global leader in solar innovation and channels, and Complete Solaria, Inc., (Nasdaq: CSLR) (“Complete Solaria”), a leading solar te |
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| September 21, 2023 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among SOLARCA LLC, MAXEON SOLAR TECHNOLOGIES, LTD. and solely for purposes of Section 10.14, COMPLETE SOLARIA, INC. Dated as of September 19, 2023 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF ASSETS 1 Section 1.1 Purchase and Sale of Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 3 Section 1.4 Excluded Liabilities 3 Secti |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commissi |
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| August 28, 2023 |
Complete Solaria Reports Second Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Complete Solaria Reports Second Quarter 2023 Results FREMONT, CA (August 22, 2023) – Complete Solaria Inc. (NASDAQ: CSLR) published its second quarter 2023 results, which will be reviewed for investors at 5:00 p.m. EDT today, https://investors.completesolaria.com/. Second quarter summary (financial comments based on non-GAAP results unless noted): • Revenue of $3 |
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| August 28, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission |
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| August 24, 2023 |
Table of Contents As filed with the United States Securities and Exchange Commission on August 2 4 , 2023. |
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| August 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40117 COMPLETE SOLARIA, INC. (Successo |
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| August 10, 2023 |
CSLR / Complete Solaria Inc. / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Complete Solaria, Inc. (formerly known as Freedom Acquisition I Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 20460L104 (CUSIP Number) July 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| August 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Complete Solaria, Inc. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorpora |
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| August 9, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.4 2 d522149dex994.htm EX-99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Form 8-K dated July 18, 2023 and, if not defined in the Form 8-K dated July 18, 2023, the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SE |
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| August 9, 2023 |
Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction Complete Solar, Inc. Delaware The Solaria Corporation Delaware |
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| August 9, 2023 |
Table of Contents As filed with the United States Securities and Exchange Commission on August 8, 2023. |
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| July 31, 2023 |
EX-A CUSIP No. 20460L104 Page 10 of 11 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Complete Solaria, Inc. and further agree that this agreement be included a |
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| July 31, 2023 |
CSLR / Complete Solaria Inc. / RODGERS THURMAN J - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Complete Solaria, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20460L104 (CUSIP Number) July 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| July 31, 2023 |
POWER OF ATTORNEY FOR THURMAN J. RODGERS EX-B CUSIP No. 20460L104 Page 11 of 11 EXHIBIT B POWER OF ATTORNEY FOR THURMAN J. RODGERS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Matt Hemington, Anita Vasudevan, Daniel O. Hutchins, Julia Stark, Megan R. Stallworth, and Nguyen X. Nguyen of Cooley LLP, signing individually, the undersigned’s true and lawful attorney-in fact and agent to: (i) prepare |
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| July 28, 2023 |
CSLR / Complete Solaria Inc. / Park West Asset Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COMPLETE SOLARIA, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 20460L104 (CUSIP Number) July 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| July 28, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock, $0.0001 par value per share, of Complete Solaria, Inc., a Delaware corporation, and further agree that |
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| July 24, 2023 |
EX-10.26 Exhibit 10.26 Execution Version Date: July 13, 2023 To: Freedom Acquisition I Corp., a Cayman Islands exempted company (“FACT”) and Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“Target”). Address: 14 Wall Street, 20th Floor New York, NY 10005 From: Sandia Investment Management LP, acting as Investment Manager on behalf of Investors listed belo |
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| July 24, 2023 |
EX-99.3 Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COMPLETE SOLARIA You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing at the end of this prospectus. Some of the information contained in this discussio |
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| July 24, 2023 |
Forms of Option Agreement and Option Exercise under the 2021 Stock Plan EX-10.10 Exhibit 10.10 COMPLETE SOLAR HOLDING CORPORATION 2021 STOCK PLAN NOTICE OF STOCK OPTION GRANT SEE CARTA You have been granted an option to purchase Common Stock of Complete Solar Holding Corporation, a Delaware corporation (the “Company”), as follows: Date of Grant: SEE CARTA Exercise Price Per Share: SEE CARTA Total Number of Shares: SEE CARTA Total Exercise Price: SEE CARTA Type of Opti |
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| July 24, 2023 |
Amended and Restated Complete Solaria, Inc. Omnibus Incentive Plan EX-10.8 Exhibit 10.8 COMPLETE SOLARIA, INC. Amended and Restated Complete Solaria Omnibus Incentive Plan 1. General. (a) History. This Plan is an amendment and restatement of the Complete Solar, Inc. 2021 Stock Plan, which was assumed along with all outstanding awards thereunder by Complete Solaria, Inc. (formerly known as Complete Solar Holding Corporation) pursuant to the Agreement and Plan of M |
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| July 24, 2023 |
Solaria Corporation 2006 Stock Plan EX-10.15 Exhibit 10.15 THE SOLARIA CORPORATION 2006 STOCK PLAN (As Amended and Restated November 16, 2011) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. The Plan permits |
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| July 24, 2023 |
Solaria Corporation 2016 Stock Plan EX-10.11 Exhibit 10.11 COMPLETE SOLARIA, INC. ASSUMED THE SOLARIA CORPORATION 2016 STOCK PLAN (Adopted May 23, 2016) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. The Pl |
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| July 24, 2023 |
EX-10.27 Exhibit 10.27 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 13, 2023, by and among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of |
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| July 24, 2023 |
EX-99.1 Exhibit 99.1 Complete Solaria, a Leading Solar Technology, Services, and Installation Company, Completes Business Combination with Freedom Acquisition I Corp. and Will Commence Trading on Nasdaq Under Ticker Symbol “CSLR” • Complete Solaria is a differentiated solar company, with unique technology and end-to-end solar solutions, which includes financing, project fulfilment and customer ser |
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| July 24, 2023 |
Form of Subscription Agreement EX-10.32 Exhibit 10.32 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) dated as of July 11, 2023, among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Issuer”), Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned (each of the undersigned, individually and collectively, “Subscriber” or “you”). |
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| July 24, 2023 |
EX-10.28 Exhibit 10.28 PRIVATE & CONFIDENTIAL Execution SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 13, 2023, by and among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owne |
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| July 24, 2023 |
Complete Solar 2011 Stock Plan EX-10.13 Exhibit 10.13 COMPLETE SOLAR, INC. 2011 STOCK PLAN As Amended February 22, 2012 As Amended February 21, 2014 As Amended April 23, 2015 As Amended December 17, 2015 As Amended January 31, 2020 1. Purposes of the Plan. The purposes of this 2011 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Em |
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| July 24, 2023 |
EX-10.25 Exhibit 10.25 Execution Copy Date: July 13, 2023 To: Freedom Acquisition I Corp., a Cayman Islands exempted company (“FACT”) and Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“Target”). Address: 14 Wall Street, 20th Floor New York, NY 10005 From: Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (the “Seller”) Re: OTC Equity P |
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| July 24, 2023 |
EX-10.29 Exhibit 10.29 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 13, 2023, by and among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of |
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| July 24, 2023 |
Complete Solaria, Inc. 2023 Employee Stock Purchase Plan EX-10.7 Exhibit 10.7 COMPLETE SOLARIA, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JULY 2023 APPROVED BY THE STOCKHOLDERS: JULY 2023 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series |
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| July 24, 2023 |
EX-99.2 Exhibit 99.2 COMPLETE SOLARIA, INC. AND SUBSIDIARIES Unaudited Condensed Consolidated Balance Sheets (in thousands except share and per share data) April 2, December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 3,349 $ 4,409 Accounts receivable, net of allowance for doubtful accounts of $8,192 and $5,396 as of April 2, 2023 and December 31, 2022, respectively 28,139 27, |
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| July 24, 2023 |
Forms of Option Grant Notice and Option agreement and Global RSU Grant Notice and Agreement EX-10.6 Exhibit 10.6 COMPLETE SOLARIA, INC. GLOBAL STOCK OPTION GRANT NOTICE (2023 EQUITY INCENTIVE PLAN) Complete Solaria, Inc. (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set f |
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| July 24, 2023 |
Forms of Option Agreement and Option Exercise under the 2011 Stock Plan EX-10.14 Exhibit 10.14 COMPLETE SOLAR, INC. 2011 STOCK PLAN NOTICE OF STOCK OPTION GRANT SEE CARTA You have been granted an option to purchase Common Stock of Complete Solar, Inc., a Delaware corporation (the “Company”), as follows: Date of Grant: SEE CARTA Exercise Price Per Share: SEE CARTA Total Number of Shares: SEE CARTA Total Exercise Price: SEE CARTA Type of Option: SEE CARTA Expiration Dat |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 24, 2023 |
EX-10.31 Exhibit 10.31 PRIVATE & CONFIDENTIAL Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 13, 2023, by and among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, Jupiter Merger Sub I Corp., a Delaware corporation and who |
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| July 24, 2023 |
EX-10.30 Exhibit 10.30 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 13, 2023, by and among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of |
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| July 24, 2023 |
EX-16.1 Exhibit 16.1 FORM 8-K ATTACHMENT - CHANGE OF ACCOUNTANTS’ LETTER July 24, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Complete Solaria, Inc. (formerly Freedom Acquisition I Corp.) under Item 4.01 of its Form 8-K dated July 24, 2023. We agree with the statements concerning our Firm in such Form 8-K; we ar |
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| July 24, 2023 |
Complete Solaria, Inc. 2023 Incentive Equity Plan EX-10.5 Exhibit 10.5 COMPLETE SOLARIA, INC. 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JULY 2023 APPROVED BY THE STOCKHOLDERS: JULY 2023 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and |
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| July 24, 2023 |
Form of Indemnification Agreement EX-10.23 Exhibit 10.23 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2023, is made by and between COMPLETE SOLARIA, INC., a Delaware corporation (the “Company”) and (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s amended and restated byla |
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| July 24, 2023 |
Forms of Option Agreement and Notice of Exercise under the 2016 Stock Plan EX-10.12 Exhibit 10.12 COMPLETE SOLARIA, INC. 2016 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2016 Stock Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). I. NOTICE OF STOCK OPTION GRANT Name: Address: The undersigned Participant has been granted an Option to purchase Common Stock, subject |
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| July 24, 2023 |
EX-4.1 Exhibit 4.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 17, 2023, is made and entered into by and among Complete Solaria, Inc., a Delaware corporation domesticated from Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Freedom Acquisition I LLC, a Cayman Islands |
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| July 24, 2023 |
EX-10.24 Exhibit 10.24 Execution Version Date: July 13, 2023 To: Freedom Acquisition I Corp., a Cayman Islands exempted company (“FACT”) and Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“Target”). Address: 14 Wall Street, 20th Floor New York, NY 10005 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) a |
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| July 24, 2023 |
Amended and Restated Complete Solaria, Inc. 2021 Stock Plan EX-10.9 Exhibit 10.9 AMENDED AND RESTATED COMPLETE SOLARIA, INC. 2021 STOCK PLAN 1. Purposes of the Plan. The purposes of this 2021 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Inc |
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| July 24, 2023 |
Forms of Option Agreement, Restricted Stock Agreement and Early Exercise under the 2006 Stock Plan EX-10.16 Exhibit 10.16 EMPLOYEE FORM REGULAR (I.E., NO EARLY EXERCISE) THE SOLARIA CORPORATION 2006 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2006 Stock Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). I. NOTICE OF STOCK OPTION GRANT Name: Address: The undersigned Participant has been gr |
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| July 21, 2023 |
Certificate of Incorporation of Complete Solaria EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF COMPLETE SOLARIA, INC. I. The name of this corporation is Complete Solaria, Inc. (the “Company”). II. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, in the City of Wilmington, in the County of New Castle, Delaware 19801. The name of its registered agent at that address is The Corporation Trust C |
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| July 21, 2023 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF COMPLETE SOLARIA, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 6 Section 7. Notice |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40117 93-2279786 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 18, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Complete Solaria, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 45700 Northport Loop |
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| July 17, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| July 17, 2023 |
25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40117 FREEDOM ACQUISITION I CORP. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) |
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| July 17, 2023 |
425 Filed by: Freedom Acquisition I Corp. This communication is filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freedom Acquisition I Corp. Commission File Number: 001-40117 Date: July 17, 2023 Boards of Complete Solaria and Freedom Acquisition I Corp. Approve Business Combination; Addit |
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| July 14, 2023 |
Form of Subscription Agreement EX-10.1 Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) dated as of July [], 2023, among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Issuer”), Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned (each of the undersigned, individually and collectively, “Subscriber” or “ |
