Complete Solaria Files 8-K/A Amendment

TL;DR

Complete Solaria filed an 8-K/A amendment on July 9th, updating material agreements and equity sales from July 1st.

AI Summary

Complete Solaria, Inc. filed an amendment (8-K/A) on July 9, 2024, related to events on July 1, 2024. The filing concerns a material definitive agreement, unregistered sales of equity securities, and financial statements and exhibits. The company was formerly known as Freedom Acquisition I Corp. and changed its name on January 5, 2021.

Why It Matters

This amendment provides updated information regarding material agreements and equity sales, which could impact investor understanding of the company's financial and contractual standing.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous report and does not introduce new material events or significant financial changes.

Key Players & Entities

• Complete Solaria, Inc. (company) — Registrant
• Freedom Acquisition I Corp. (company) — Former company name
• July 1, 2024 (date) — Earliest event date
• July 9, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CSLR The Nasdaq Global Ma
• $11.50 — of Common Stock at an exercise price of $11.50 per share CSLRW The Nasdaq Capital
• $10,000,000 — ote in the original principal amount of $10,000,000 to Carlyle; the cancellation of all i
• $7,972,731 — aggregate original principal amount of $7,972,731 to Kline Hill; and the issuance of 1,
• $18,000,000 — er, in the original principal amount of $18,000,000. The Company also entered into a note p
• $6,000,000 — tor in the original principal amount of $6,000,000. The strategic investor is obligated to
• $4,000,000 — ote in the original principal amount of $4,000,000 prior to July 12, 2024. The convertibl
• $1,000 — to 595.2381 shares of common stock per $1,000 principal amount due under the converti
• $1.68 — itial conversion price of approximately $1.68 per share of Common Stock and represent

Filing Documents

• ea0209183-8ka_complete.htm (8-K/A) — 57KB
• 0001213900-24-060176.txt ( ) — 279KB
• cslr-20240701.xsd (EX-101.SCH) — 4KB
• cslr-20240701_def.xml (EX-101.DEF) — 26KB
• cslr-20240701_lab.xml (EX-101.LAB) — 36KB
• cslr-20240701_pre.xml (EX-101.PRE) — 25KB
• ea0209183-8ka_complete_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On July 1, 2024, Complete Solaria, Inc. (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") with CRSEF Solis Holdings, L.L.C. ("Carlyle"), Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline Hill Partners Opportunity IV SPV LLC (together "Kline Hill") providing for: the cancellation of all indebtedness owed to Carlyle by the Company, termination of all debt instruments by and between the Company and Carlyle (through the transfer of Carlyle's interest in CS Solis, LLC, to the Company), and the satisfaction of all obligations owed to Carlyle by the Company under the terminated debt instruments; the issuance of a convertible note in the original principal amount of $10,000,000 to Carlyle; the cancellation of all indebtedness owed to Kline Hill by the Company, termination of all debt instruments by and between the Company and Kline Hill, and the satisfaction of all obligations owed to Kline Hill by the Company under the terminated debt instruments; the issuance of convertible notes in the aggregate original principal amount of $7,972,731 to Kline Hill; and the issuance of 1,500,000 shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") to Kline Hill (the "Shares"); In addition, the Company entered into a note purchase agreement and issued a convertible note to Thurman "T.J." Rodgers, the Company's Chief Executive Officer, in the original principal amount of $18,000,000. The Company also entered into a note purchase agreement and issued a convertible note to a strategic investor in the original principal amount of $6,000,000. The strategic investor is obligated to purchase an additional convertible note in the original principal amount of $4,000,000 prior to July 12, 2024. The convertible notes bear a 12% interest rate. T he convertible notes are general unsecured obligations of the Company and will mature on July 1, 2029, unle

02 Unregistered Sales of Equity Securities

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 entry into the Exchange Agreement is incorporated by reference herein in its entirety. Upon closing the transactions in the Agreement, the Company will issue the convertible notes and Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, 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. To the extent that any shares of Common Stock are issued upon conversion of the convertible notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the convertible notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 41,046,426 shares of Common Stock may be issued upon conversion of the convertible notes based on the initial maximum conversion rate of 892.8571 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions, assuming the issuance of the additional convertible note in the original principal amount of $4,000,000 to the strategic investor as discussed above .

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1* Exchange Agreement, dated July 1, 2024. 10.2* Form of Convertible Note, dated July 1, 2024. 10.3* Form of Convertible Note Purchase Agreement, dated July 1, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Previously Filed 4

SIGNATURES

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 9, 2024 By: /s/ Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 5

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