Complete Solaria Files 8-K on Key Agreements & Equity Sales

TL;DR

Solaria's got new deals and sold stock, check the 8-K.

AI Summary

Complete Solaria, Inc. filed an 8-K on September 22, 2025, reporting on several key events including entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing indicates significant corporate actions by Complete Solaria, Inc., potentially impacting its financial obligations and equity structure.

Risk Assessment

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

Key Players & Entities

• Complete Solaria, Inc. (company) — Filer
• Freedom Acquisition I Corp. (company) — Former company name
• 0001213900-25-089842 (document_id) — Accession Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SPWR The Nasdaq Global Ma
• $11.50 — of Common Stock at an exercise price of $11.50 per share SPWRW The Nasdaq Capital
• $20,000,000 — ests of Sunder from the Member for: (i) $20,000,000 in cash paid at Closing, subject to cer
• $22,000,000 — 29 in the aggregate principal amount of $22,000,000 (the " 7.00% Notes "), and the Company
• $225,000 — s commitments to purchase an additional $225,000 principal amount of the 7.00% Notes. Th
• $19.8 m — Notes are expected to be approximately $19.8 million, and such proceeds will be used t
• $1,000 — s at any time, in integral multiples of $1,000 principal amount, at the option of the
• $10,000,000 — ss with a principal amount in excess of $10,000,000 (or its foreign currency equivalent) in

Filing Documents

• ea0258173-8k_complete.htm (8-K) — 67KB
• ea025817301ex10-1_complete.htm (EX-10.1) — 540KB
• ea025817301ex10-2_complete.htm (EX-10.2) — 48KB
• ea025817301ex10-3_complete.htm (EX-10.3) — 77KB
• ea025817301ex99-1_complete.htm (EX-99.1) — 24KB
• ex99-1_001.jpg (GRAPHIC) — 77KB
• ex99-1_002.jpg (GRAPHIC) — 69KB
• ex99-1_003.jpg (GRAPHIC) — 8KB
• 0001213900-25-089842.txt ( ) — 1339KB
• spwr-20250921.xsd (EX-101.SCH) — 4KB
• spwr-20250921_def.xml (EX-101.DEF) — 26KB
• spwr-20250921_lab.xml (EX-101.LAB) — 36KB
• spwr-20250921_pre.xml (EX-101.PRE) — 25KB
• ea0258173-8k_complete_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Membership Interest Purchase Agreement On September 21, 2025, Complete Solaria, Inc., a Delaware corporation (the " Company "), and Complete Solar, Inc., a Delaware corporation and a subsidiary of the Company (" Buyer "), entered into a Membership Interest Purchase Agreement (the " Membership Interest Purchase Agreement ") with Sunder Energy LLC, a Delaware limited liability company (" Sunder "), and Chicken Parm Pizza LLC, a Delaware limited liability company, and the sole member of Sunder (the " Member "). At the closing of the transactions under the Membership Interest Purchase Agreement (the " Closing "), Buyer will acquire all of the outstanding membership interests of Sunder from the Member for: (i) $20,000,000 in cash paid at Closing, subject to certain working capital and other adjustments; (ii) a promissory note issued at the Closing by the Company to the Member in the principal amount of $20,000,000 (the " Seller Note "); (iii) 3,333,334 shares of common stock of the Company, $0.0001 par value per share (the " Common Stock "), issued at the Closing by the Company to the Member (the " Initial Consideration Shares "); and (iv) subject to approval of such issuances by the Company's stockholders following the Closing in accordance with the rules and regulations of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635(a)), (x) an additional 3,333,333 shares of Common Stock to be issued on the 12-month anniversary of the Closing, and (y) a further 3,333,333 shares of Common Stock to be issued on the 18-month anniversary of the Closing (such 6,666,666 shares of Common Stock issuable following the Closing, the " Deferred Consideration Shares "). Pursuant to the terms and conditions of the Membership Interest Purchase Agreement, the Company agreed to register, within six months following the Closing, the Initial Consideration Shares and the Deferred Consideration Shares for resale to the public under

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Initial Consideration Shares and Deferred Consideration Shares; Seller Note The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. When issued pursuant to the Membership Interest Purchase Agreement, the Initial Consideration Shares, the Deferred Consideration Shares and the Seller Note will not be registered under the Securities Act or any state securities laws, and such securities will be issued to the Member in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act. 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. The Initial Consideration Shares, the Deferred Consideration Shares and the Seller Note have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 7.00% Notes The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company will issue the 7.00% Notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. 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. The 7.00% Notes and the shares of Common Stock issuable upon conversion of the 7.00% Notes, if a

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 22, 2025, the Company issued a press release regarding the Membership Interest Purchase Agreement, the 7.00% Notes and the transactions contemplated thereby, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. 5

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Indenture, dated September 16, 2024, between the Company and U.S. Bank Trust Company, National Association (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2024 and incorporated herein by reference) 4.2 Form of Physical Note for 7.00% Convertible Senior Notes due 2029 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2024 and incorporated herein by reference) 10.1 Membership Interest Purchase agreement, dated September 21, 2025, by and among the Company, Complete Solar, Inc., Sunder Energy LLC and Chicken Parm Pizza LLC+* 10.2 Form of Seller Note+* 10.3 Form of September 2025 Note Purchase Agreement+* 99.1 Press Release dated September 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. * Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. 6

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: September 22, 2025 By: /s/ Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 7

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View this 8-K filing on SEC EDGAR