| 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, the “prospectus”), which forms a part of our registration statement
on Form S-1 (No. 333-273820). This prospectus supplement is being filed to update and supplement the information in the prospectus with
the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on July 23, 2024, our Current Report on Form 8-K filed with the SEC on July 26, 2024, our Current Report on Form 8-K filed with the SEC
on August 1, 2024, and our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2024 (collectively,
the “Current Reports”). Accordingly, we have attached the Current Reports to this prospectus supplement.
The prospectus and this prospectus supplement
relate 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”), which consists of (i) up to 6,266,667 shares of common stock that are issuable upon the exercise of warrants (the “Private
Warrants”) originally issued in a private placement to Freedom Acquisition I, LLC (the “Sponsor”) in connection
with the initial public offering of Freedom Acquisition I Corp. (“FACT”), (ii) up to 8,625,000 shares of common stock
that are issuable upon the exercise of warrants (the “Public Warrants”) originally issued in the initial public offering
of FACT, (iii) up to 716,668 shares of common stock that are issuable upon the exercise of warrants issued to certain selling securityholders
in connection with conversion of working capital loans (the “Working Capital Warrants”) and (iv) up to 6,266,572 shares
of common stock that are issuable upon the exercise of warrants issued to certain equityholders of Legacy Complete Solaria (as defined
herein) received as consideration in connection with the exchange of their capital stock held in Legacy Complete Solaria (the “Merger
Warrants” and together with the Private Warrants, Public Warrants and the Working Capital Warrants, the “Warrants”).
We will receive the proceeds from any exercise of any Warrants for cash.
The prospectus and this prospectus supplement
also relate to the offer and sale from time to time by the selling securityholders named in the prospectus or their permitted transferees
(the “selling securityholders”) of (i) up to 33,894,518 shares of common stock consisting of (a) up to 7,518,488 shares
of common stock issued in connection with private placements pursuant to subscription agreements entered into on or around July 13, 2023,
consisting of (1) 1,630,000 shares of common stock issued pursuant to private investment in public equity subscription agreements, issued
at $10.00 per share, (2) 270,000 shares of common stock transferred to the selling securityholders by the Sponsor for no consideration
and (3) 5,618,488 shares of common stock issued pursuant to forward purchase agreements issued at approximately $10.00 per share (collectively,
the “PIPE Shares”), (b) up to 8,625,000 shares of common stock originally issued in a private placement to the Sponsor
in connection with the initial public offering of FACT at a price of $0.003 per share, (c) up to 6,266,667 shares of common stock issuable
upon exercise of the Private Warrants at an exercise price of $11.50 per share of common stock, (d) up to 4,501,123 shares of common stock
pursuant to that certain Amended and Restated Registration Rights Agreement, July 18, 2023, between us and the selling securityholders
granting such holders registration rights with respect to such shares originally issued at a price of $0.48 per share, (e) up to 716,668
shares of common stock that are issuable upon the exercise of the Working Capital Warrants at a price of $11.50 per share, and (f) up
to 6,266,572 shares of common stock issuable upon exercise of the Merger Warrants at a price of $11.50 per share, and (ii) up to 13,249,907
Warrants consisting of (a) up to 6,266,667 Private Warrants, (b) up to 716,668 Working Capital Warrants and (c) up to 6,266,572 Merger
Warrants. We will not receive any proceeds from the sale of shares of common stock or Warrants by the selling securityholders pursuant
to the prospectus and this prospectus supplement.
The selling securityholders may offer, sell or
distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or
at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or Warrants, except with respect
to amounts received by us upon exercise of the Warrants. We believe the likelihood that warrant holders will exercise their Warrants and
therefore the amount of cash proceeds that we would receive is dependent upon the trading price of our common stock. If the trading price
for our common stock is less than $11.50 per share, we believe holders of Warrants will be unlikely to exercise these warrants. In addition,
to the extent the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the
Warrants will decrease. The Private Warrants and Working Capital Warrants may be exercised for cash or on a “cashless basis.”
The Public Warrants and the Merger Warrants may only be exercised for cash provided there is then an effective registration statement
registering the shares of common stock issuable upon the exercise of such warrants. If there is not a then-effective registration statement,
then such warrants may be exercised on a “cashless basis,” pursuant to an available exemption from registration under the
Securities Act. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard
to compliance with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts,
if any, attributable to their sale of shares of common stock or Warrants. See the section titled “Plan of Distribution.”
Our common stock and Warrants are listed on The
Nasdaq Stock Market under the symbols “CSLR” and “CSLRW,” respectively. On August 8, 2024, the last reported sales
price of our common stock was $1.53 per share and the last reported sales price of our Public Warrants was $0.09 per warrant.
The number of shares of common stock being offered
for resale in the prospectus and this prospectus supplement (the “Resale Securities”) exceeds the number of shares
of common stock constituting our public float. The Resale Securities represent approximately 408.7% of our public float and approximately
46.6% of our outstanding shares of common stock as of July 16, 2024 (after giving effect to the issuance of shares of common stock upon
exercise of the Warrants). The sale of the Resale Securities, or the perception that these sales could occur, could depress the market
price of our common stock. Despite a decline in price, our selling securityholders may still experience a positive rate of return on the
shares purchased by them due to the lower price per share at which such shares were purchased as referenced above. While these selling
securityholders may, on average, experience a positive rate of return based on the current market price, public securityholders may not
experience a similar rate of return on the common stock they purchased if there is such a decline in price and due to differences in the
purchase prices and the current market price. For example, based on the closing price of $1.48 per share on July 1, 2024, the Sponsor
and other selling securityholders may receive potential profits ranging from $1.00 per share up to $1.48 per share.
This prospectus supplement should be read in conjunction
with the prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus
supplement is qualified by reference to the prospectus, including any amendments or supplements thereto, except to the extent that the
information in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.
We are an “emerging growth company”
as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements.
The prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company.
Investing in our securities involves a high
degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning
on page 6 of the prospectus, and under similar headings in any amendments or supplements to the prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this
prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated August 9, 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 File Number) |
|
(IRS Employer
Identification No.) |
| 45700 Northport Loop East, Fremont, CA |
|
94538 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 270-2507
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
CSLR |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
CSLRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Amendments to Forward Purchase Agreements
Complete
Solaria, Inc. (the “Company”) previously announced in its Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on July 14, 2023 that the Company and Freedom Acquisition I Corp. (“Freedom”) entered
into separate agreements dated July 13, 2023 (each a “Forward Purchase Agreement”, and together, the “Forward Purchase
Agreements”) with each of (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”)
and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Meteora”);
(ii) Polar Multi-Strategy Master Fund (“Polar”), and (iii) Sandia Investment Management LP (“Sandia”, and each
of Meteora, Polar, and Sandia, individually, a “Seller”, and together, the “Sellers”) for OTC Equity Prepaid Forward
Transactions.
On December 18, 2023, the Company and each Seller
entered into separate amendments to the Forward Purchase Agreements (the “First Amendments”). The
First Amendments lower the reset floor price of each Forward Purchase Agreement from $5.00 to $3.00 and allow the Company to raise up
to $10,000,000 of equity from existing stockholders without triggering certain anti-dilution provisions contained in the Forward Purchase
Agreements; provided, the insiders pay a price per share for their initial investment equal to the closing price per share as quoted on
the Nasdaq Stock Market (“Nasdaq”) on the day of purchase; provided, further, that any subsequent investments are made at
a price per share equal to the greater of (a) the closing price per share as quoted by Nasdaq on the day of the purchase or (b) the amount
paid in connection with the initial investment.
On May 7
and 8, 2024, respectively, the Company entered into separate amendments to the Forward Purchase Agreements (the collectively the “Second
Amendments”) with Sandia (the “Sandia Second Amendment”) and Polar (the “Polar Second Amendment”). The Second
Amendments lower the reset price of each Forward Purchase Agreement from $3.00 to $1.00 per share and amend the VWAP Trigger Event provision
to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading
day-period, is below $1.00 per Share.”. The Sandia Second Amendment is not effective until the Company executes similar amendments
with both Polar and Meteora.
On June
14, 2024, the Company entered into an amendment to the Forward Purchase Agreement with Sandia (the “Sandia Third Amendment”).
The Sandia Third Amendment sets the reset price of each Forward Purchase Agreement to $1.00 per share and amends the VWAP Trigger Event
provision to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive
trading day-period, is below $1.00 per Share.” Execution of the Sandia Third Amendment is conditioned on both Carlyle and Kline
Hill consummating the terms of the Debt-Equity Swap as disclosed on May 2, 2024, which is considered satisfied based on the 8-Ks released
by the company to date, through May 31, 2024. In the event either Polar or Meteora amend their Forward Purchase Agreements to include
different terms from the $1 reset price and VWAP trigger adjustment, or file a notice of a VWAP trigger event, as reference herein, the
Sandia Forward Purchase Agreement will be retroactively amended to reflect those improved terms and liquidity on their entire Forward
Purchase Agreement, including any of the 1,050,000 shares that are sold upon execution of this document.
On July
17, 2024, the Company entered into the third amendment to the Forward Purchase Agreement with Polar (the “Polar Third Amendment”),
pursuant to which the Company and Polar agreed that Section 2 (Most Favored Nation) of the Forward Purchase Agreement is applicable to
all 2,450,000 shares subject to the Forward Purchase Agreement.
The foregoing
description of the Polar Third Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Polar Third Amendment, the form of which is filed as Exhibit 10.1 (Polar Third Amendment) and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth
in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Common Stock is incorporated by reference
herein in its entirety. The Company issued the Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of
the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Complete Solaria, Inc. |
| |
|
| Dated: July 23, 2024 |
|
| |
|
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
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 File Number) |
|
(IRS Employer
Identification No.) |
| 45700 Northport Loop East, Fremont, CA |
|
94538 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (510) 270-2507
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
CSLR |
|
The Nasdaq Global Market |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
CSLRW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On July 24, 2024, Complete
Solaria, Inc., a Delaware corporation (the “Company”, “we” and “us”), and White
Lion Capital, LLC, a Nevada limited liability company (“White Lion”), entered into Amendment No. 1 (the “Amendment”)
to the Common Stock Purchase Agreement, dated July 16, 2024, by and between the Company and White Lion (as amended by the Amendment,
the “Purchase Agreement”).
The Amendment provides that the
Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $30,000,000 in aggregate gross
purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
subject to certain limitations and conditions.
The Amendment also provides that,
in consideration for the commitments of White Lion, the Company will issue Commitment Shares (as defined in the Amendment) to White Lion
shares of Common Stock in an amount equal to (i) $450,000 divided by (ii) the closing price of the Common Stock on the earlier of
(x) the business day prior to the effectiveness of the registration statement filed pursuant to that Registration Rights Agreement, dated
July 16, 2024, by and between the Company and White Lion, and (y) the business day prior to the date White Lion delivers a written
request to the Company for the Commitment Shares. The Commitment Shares will be fully earned by White Lion regardless of termination of
the Purchase Agreement.
The foregoing description of the
Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities
The information
contained in Item 1.01 of this Current Report on 8-K is incorporated by reference in this Item 3.02 in its entirety.
The Company
will issue the Common Stock pursuant to the Purchase Agreement, as amended, in reliance upon the exemptions from the registration requirements
of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
Neither
this Current Report on Form 8-K nor the exhibits attached hereto shall constitute an offer to sell or the solicitation of an offer to
buy the Common Stock described herein or therein, nor shall such securities be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Complete Solaria, Inc. |
| |
|
| Dated: July 26, 2024 |
|
| |
|
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
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 File Number) |
|
(IRS Employer
Identification No.) |
| 45700 Northport Loop East, Fremont, CA |
|
94538 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 270-2507
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
CSLR |
|
The Nasdaq Global Market |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
CSLRW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01. Changes in Registrant’s Certifying Accountant
Dismissal of Independent Registered Public
Accounting Firm
On August 1, 2024, Complete Solaria, Inc. (the
“Company”) notified Deloitte & Touche LLP (“Deloitte”) of its dismissal, effective as of the
same day, as the Company’s independent registered public accounting firm. Deloitte served as the Company’s independent registered
public accounting firm since the closing of the merger with Freedom Acquisition I Corp on July 18, 2023. The decision to change the independent
public accounting firm was approved by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”).
During the years ended December 31, 2022 and 2023
and the subsequent interim period through July 31,2024, there were no: (1) disagreements with Deloitte within the meaning of Item 304(a)(1)(iv)
of Regulation S-K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to Deloitte’s satisfaction, would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K and the related
instructions thereto, except with respect to the material weaknesses as described below.
As previously disclosed in the Company’s
Annual Report on Form 10-K, including Item 9A thereof, for the fiscal year ended December 31, 2023, the Company determined that material
weaknesses in the Company’s internal control over financial reporting existed because (a) the Company did not have sufficient full-time
accounting personnel, (i) to enable appropriate reviews over the financial close and reporting process, (ii) to allow for appropriate
segregation of duties, and (iii) with the requisite experience and technical accounting knowledge to identify, review and resolve complex
accounting issues under generally accepted accounting principles in the U.S. (“GAAP”), and (b) with respect to inventory controls
related to the completeness, existence, and cut-off of the inventories held at third parties, and controls related to the calculation
of adjustments to inventory for items considered excessive and obsolete. Additionally, the Company did not adequately design and/or implement
controls related to conducting a formal risk assessment process.
The audit reports of Deloitte on the Company’s
consolidated financial statements as of and for the years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that there was an explanatory
paragraph describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern in Deloitte’s
audit opinions dated April 6, 2023 and April 1, 2024.
The Company has provided Deloitte with a copy
of this Form 8-K prior to its filing with the SEC. The Company requested Deloitte to furnish the Company with a letter addressed to the
SEC stating whether or not Deloitte agrees with the above statements, as required by Item 304(a)(3) of Regulation S-K. A copy of Deloitte’s
letter is filed as Exhibit 16.1.
New Independent Registered Public Accounting
Firm
On August 1, 2024, following the dismissal of
Deloitte, the Audit Committee, after a competitive process to review the appointment of the Company’s independent registered public
accounting firm, approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s
independent registered public accounting firm.
During the Company’s years ended December
31, 2022 and 2023 and through July 31, 2024, neither the Company, nor anyone on its behalf, consulted BDO regarding either: (i) the application
of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered
on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K) or “reportable event” (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Complete Solaria, Inc. |
| |
|
| Dated: August 1, 2024 |
|
| |
|
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
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 File Number) |
|
(IRS Employer
Identification No.) |
| 45700 Northport Loop East, Fremont, CA |
|
94538 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 270-2507
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
CSLR |
|
The Nasdaq Global Market |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
CSLRW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement
Stalking Horse Asset Purchase Agreement
On August 5, 2024,
Complete Solaria, Inc., a Delaware corporation (the “Company”,
“we” and “us”),
entered into a “Stalking Horse” asset purchase agreement with SunPower Corporation (“SunPower”)
and the direct and indirect subsidiaries of SunPower (the “Debtors”)
providing for the sale and purchase of certain assets related to the Debtors’ Blue Raven Solar business, New Homes business,
and non-installing Dealer network (the “Stalking
Horse APA”). Under the Stalking Horse APA, the Company agreed, subject to the terms and conditions of the Stalking
Horse APA, to acquire the Acquired Assets and assume the Assumed Liabilities (each as defined in the Stalking Horse APA) from the
Debtors for $45,000,000 in cash at the closing of the transaction, including a deposit of $4,500,000 to be paid into an escrow
account on within two business days. The Stalking Horse APA includes customary representations and warranties, covenants, and
closing conditions, in each case under the circumstances and subject to certain limitations as set forth therein, including, without
limitation, provisions requiring the Debtors to reimburse the Company for up to $550,000 for expenses incurred in connection with
the Stalking Horse APA and to pay a break-up fee of $1,350,000, in each case under certain circumstances as set forth in the
Stalking Horse APA, and the right of the Company to designate executory contracts and to assume or reject unexpired leases. The
Stalking Horse APA will be subject to higher and better offers during the Debtors’ voluntary cases under Chapter 11 of Title
11 of the United States Bankruptcy Code and is subject to approval of the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”).
Pursuant to the
Debtors’ proposed bidding procedures, if approved by the Bankruptcy Court (the “Bidding
Procedures”), interested parties would be invited to participate and submit binding offers in accordance with the
Bidding Procedures. The Stalking Horse APA acts as a baseline for competitive bids for the acquisition of the Acquired Assets. If
one or more qualified bids (other than the transaction contemplated by the Stalking Horse APA) were to be received by the qualified
bid deadline as provided for in the Bidding Procedures, then the Debtors would proceed with an auction to determine the successful
bid, subject to the terms of the Bidding Procedures.
The foregoing terms of the
Stalking Horse APA remain subject to approval by the Bankruptcy Court, are not complete, and are qualified in their entirety by reference
to the full text of the Stalking Horse APA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 6, 2024
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
2
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