Complete Solaria Files 8-K on Equity Sales and Agreements

TL;DR

CSLR filed an 8-K detailing material agreements and unregistered equity sales.

AI Summary

On July 17, 2024, Complete Solaria, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates potential new equity issuances or agreements that could impact the company's capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can introduce uncertainty regarding dilution and future financial performance.

Key Players & Entities

• Complete Solaria, Inc. (company) — Registrant
• July 17, 2024 (date) — Date of earliest event reported
• Freedom Acquisition I Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CSLR The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 per share CSLRW The Nasdaq Stock Ma
• $5.00 — of each Forward Purchase Agreement from $5.00 to $3.00 and allow the Company to raise
• $3.00 — orward Purchase Agreement from $5.00 to $3.00 and allow the Company to raise up to $1
• $10,000,000 — 00 and allow the Company to raise up to $10,000,000 of equity from existing stockholders wi
• $1.00 — orward Purchase Agreement from $3.00 to $1.00 per share and amend the VWAP Trigger Ev
• $1 — nts to include different terms from the $1 reset price and VWAP trigger adjustment

Filing Documents

• ea020991301-8k_complete.htm (8-K) — 36KB
• ea020991301ex10-1_complete.htm (EX-10.1) — 13KB
• 0001213900-24-063629.txt ( ) — 270KB
• cslr-20240717.xsd (EX-101.SCH) — 4KB
• cslr-20240717_def.xml (EX-101.DEF) — 26KB
• cslr-20240717_lab.xml (EX-101.LAB) — 36KB
• cslr-20240717_pre.xml (EX-101.PRE) — 25KB
• ea020991301-8k_complete_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

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 Amendmen

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 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1 Form of Polar Third Amendment to Forward Purchase Agreement. 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. Complete Solaria, Inc. Dated: July 23, 2024 By: / s / Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR