Complete Solaria Reports Acquisition, Debt, and Equity Sales

TL;DR

Solaria just closed an acquisition, took on debt, and sold stock - big moves ahead.

AI Summary

Complete Solaria, Inc. (formerly Freedom Acquisition I Corp.) filed an 8-K on September 26, 2025, reporting the completion of an acquisition or disposition of assets, the creation of a direct financial obligation, and unregistered sales of equity securities. The filing also includes financial statements and exhibits related to these events, which occurred on September 23, 2025.

Why It Matters

This filing indicates significant corporate activity for Complete Solaria, including asset transactions, new financial obligations, and the issuance of equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details asset acquisition, financial obligations, and equity sales, suggesting potential changes in the company's financial health and operational strategy.

Key Players & Entities

• Complete Solaria, Inc. (company) — Filer
• Freedom Acquisition I Corp. (company) — Former company name
• 0001213900-25-092329 (filing_id) — Accession Number
• 20250923 (date) — Date of earliest event reported
• 20250926 (date) — Filing Date

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 — om the Member in consideration for: (i) $20,000,000 in cash paid at the Closing, subject to
• $22,000,000 — ") in the aggregate principal amount of $22,000,000. Certain parties to the September 2025
• $19,800,000 — ember 2025 Note Purchase Agreements was $19,800,000. The proceeds of the offering of the 7.
• $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

• ea0258650-8k_complete.htm (8-K) — 65KB
• 0001213900-25-092329.txt ( ) — 280KB
• spwr-20250923.xsd (EX-101.SCH) — 4KB
• spwr-20250923_def.xml (EX-101.DEF) — 26KB
• spwr-20250923_lab.xml (EX-101.LAB) — 36KB
• spwr-20250923_pre.xml (EX-101.PRE) — 25KB
• ea0258650-8k_complete_htm.xml (XML) — 6KB

01. Completion

Item 2.01. Completion of Acquisition or Disposition of Assets. As previously disclosed in the Current Report on Form 8-K filed by Complete Solaria, Inc., a Delaware corporation (the " Company "), on September 22, 2025 with the Securities and Exchange Commission (the " SEC "), the Company is a party to the Membership Interest Purchase Agreement (the " Membership Interest Purchase Agreement "), dated September 21, 2024, among the Company, Complete Solar, Inc., a Delaware corporation and a subsidiary of the Company (" Buyer "), 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 "). On September 24, 2025, the Company, Buyer, Sunder and the Member completed the closing under the Membership Interest Purchase Agreement (the " Closing "). Upon the Closing, the Buyer acquired all of the equity interests of Sunder from the Member in consideration for: (i) $20,000,000 in cash paid at the Closing, subject to customary balance sheet and working capital adjustments (the " Closing Cash Consideration "); (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) 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 Sha

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Initial Consideration Shares and Seller Note The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. On September 24, 2025, the Company issued the Initial Consideration Shares and the Seller Note at the Closing pursuant to the Membership Interest Purchase Agreement. The Initial Consideration Shares and the Seller Note were issued 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 of 1933, as amended (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. 7.00% Notes The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company issued 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 any, 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. 4 To the extent that any shares of Common Stock are issued upon conversion of the 7.00% Notes, they will be issued in transact

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of business acquired . The financial statements required by this item are not available at this time and will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information . The pro forma financial information required by this item are not available at this time and will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (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 SEC 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 SEC 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 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 22, 2025 and incorporated herein by reference)+* 10.2 Form of September 2025 Note Purchase Agreement (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 22, 2025 and incorporated herein by reference)+* 10.3 Form of Seller Note (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 22, 2025 and incorporated herein by reference)+* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Certain of the exhibits and schedules to

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 26, 2025 By: /s/ Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR