Complete Solaria Files 8-K on Agreements and Equity Sales

TL;DR

CSLR filed an 8-K detailing new agreements and equity sales, check for details.

AI Summary

Complete Solaria, Inc. filed an 8-K on May 17, 2024, reporting on events that occurred on May 13, 2024. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and includes 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 8-K filing signals significant corporate actions, including definitive agreements and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-40117 — SEC File Number (Identifies the company's filing with the SEC)
• 93-22797 — IRS Number (Company's tax identification number)

Key Players & Entities

• Complete Solaria, Inc. (company) — Registrant
• Freedom Acquisition I Corp. (company) — Former company name
• May 13, 2024 (date) — Earliest event reported
• May 17, 2024 (date) — Date of report
• January 5, 2021 (date) — Date of name change

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
• $1,000,000 — connection with the Purchaser investing $1,000,000 in the Company. The SAFE is convertible
• $0 — ssuming a per share conversion price of $0.275, which is the product of (i) $0.55,

Filing Documents

• ea0205991-8k_complete.htm (8-K) — 31KB
• ea020599101ex10-1_complete.htm (EX-10.1) — 44KB
• 0001213900-24-044730.txt ( ) — 303KB
• cslr-20240513.xsd (EX-101.SCH) — 4KB
• cslr-20240513_def.xml (EX-101.DEF) — 26KB
• cslr-20240513_lab.xml (EX-101.LAB) — 36KB
• cslr-20240513_pre.xml (EX-101.PRE) — 25KB
• ea0205991-8k_complete_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On May 13, 2024, Complete Solaria, Inc. (the "Company") entered into a simple agreement for future equity (the "SAFE") with the Rodgers Massey Freedom and Free Markets Charitable Trust (the "Purchaser") in connection with the Purchaser investing $1,000,000 in the Company. The SAFE is convertible into shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Common Stock at a fixed valuation (an "Equity Financing"), at a per share conversion price which is equ al to 50% of the price per share of Common Stock sold in the Equity Financing. If the Company consummates a change of control prior to the termination of the SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1,000,000, subject to certain adjustments as set forth in the SAFE. The SAFE is convertible into a maximum of 2,750,000 shares of Common Stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Common Stock on May 13, 2024, multiplied by (ii) 50%. Thurman J. Rodgers is a trustee of the Purchas er, the E xecutive Chairman of the board of directors of the Company , a nd the Chief Executive Officer of the Company. The foregoing description of the SAFE does not purport to be complete and is qualified in its entirety by the terms and conditions of the SAFE, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 SAFE Amendments is incorporated by reference herein in its entirety. The Company issued the SAFEs 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1 Form of SAFE (May 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1

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. Dated: May 17, 2024 Complete Solaria, Inc. By: / s / Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR