Freedom Acquisition I Corp. (“Freedom”) (NYSE: FACT), a publicly
traded special purpose acquisition company, today announced that
Freedom’s registration statement on Form S-4 (the “Registration
Statement”), relating to the previously announced proposed business
combination between Freedom and Complete Solaria, Inc. (“Complete
Solaria”), a leading solar technology, services, and installation
company, has been declared effective by the U.S. Securities and
Exchange Commission (the “SEC”).
Shareholders of record of Freedom as of the close of business on
May 31, 2023 will be entitled to receive the definitive proxy
statement/prospectus (the “Proxy Statement”) in connection with the
proposed business combination. The Proxy Statement contains a
notice and voting instruction form or a proxy card relating to the
extraordinary general meeting of Freedom’s shareholders (the
“Special Meeting”). A copy of the Proxy Statement can be accessed
via the SEC’s website at:
https://www.sec.gov/Archives/edgar/data/1838987/000119312523180372/d425844d424b3.htm.
The Special Meeting to approve the proposed business combination
is scheduled to be held on July 11, 2023 at 10:00 a.m. Eastern Time
via a virtual meeting format at
https://www.cstproxy.com/freedomac1/sm2023. If the proposals at the
Special Meeting are approved, the parties anticipate that the
business combination will close and shares of common stock and
warrants of the combined entity will commence trading shortly
thereafter on the Nasdaq Stock Market under the new symbols “CSLR”
and “CSLR.WS”, respectively, subject to the satisfaction or waiver,
as applicable, of all other closing conditions.
Every shareholder's vote is important, regardless of the number
of shares held. Accordingly, Freedom requests that each shareholder
complete, sign, date and return a proxy card (or cast their vote by
telephone or internet as provided on each proxy card) as soon as
possible and, if by internet, no later than 11:59 p.m. Eastern Time
on July 10, 2023, to ensure that such shareholder's shares will be
represented at the Special Meeting. Shareholders who hold shares in
“street name” through a broker, bank or other nominee should
contact their broker, bank or nominee to ensure that their shares
are voted at the Special Meeting.
If any Freedom shareholder does not receive the Proxy Statement,
such shareholder should (i) confirm their Proxy Statement’s status
with their broker or (ii) contact Morrow Sodali LLC, Freedom’s
proxy solicitor, for assistance via e-mail at
FACT.info@investor.morrowsodali.com or toll-free call at
800-662-5200. Banks and brokers can call Morrow Sodali LLC at
203-658-9400.
Advisors Cohen & Company Capital Markets, a division
of J.V.B. Financial Group, LLC, is acting as lead capital markets
advisor to Freedom. Janney Montgomery Scott LLC is acting as
capital markets advisor to Freedom. Cooley LLP is serving as legal
advisor to Complete Solaria. Paul Hastings LLP is serving as legal
advisor to Freedom. Duff and Phelps provided a fairness opinion to
the Board of Directors of Freedom in connection with the proposed
business combination with Complete Solaria.
About Complete Solaria Complete Solaria is a solar
company with unique technology and an end-to-end customer offering,
which is expected to include financing, project fulfilment, and
customer service, allowing it to sell more products across more
markets and enable more options for customers wishing to make the
switch to a more energy-efficient lifestyle. To learn more, visit:
https://www.completesolaria.com.
About Freedom Freedom is a blank check company formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. Freedom is led by
Executive Chairman Tidjane Thiam, who previously served as CEO of
Credit Suisse and Prudential. Senior management of Freedom also
includes Chief Executive Officer Adam Gishen and Edward Zeng, a
proven entrepreneur with a strong track record of creating value
for investors across financial services, technology and energy
transition sectors. To learn more about Freedom, visit
www.freedomac1.com.
Forward Looking Statements This press release may contain
certain forward-looking statements within the meaning of the
federal securities laws with respect to the referenced and proposed
transactions. These forward-looking statements generally are
identified by the words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would,”
and similar expressions, but the absence of these words does not
mean that a statement is not a forward-looking statement.
Forward-looking statements are forecasts, predictions, projections
and other statements about future events that are based on current
expectations, hopes, beliefs, intentions, strategies and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely
manner or at all; (ii) the risk that the proposed business
combination between Freedom and Complete Solaria may not be
completed by Freedom’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by Freedom; (iii) the failure to
satisfy the conditions to the consummation of the proposed business
combination; (iv) the effect of the announcement or pendency of the
proposed business combination on Complete Solaria’s business
relationships, operating results, and business generally; (v) risks
that the proposed business combination disrupts current plans and
operations of the companies or diverts managements’ attention from
Complete Solaria’s ongoing business operations and potential
difficulties in employee retention as a result of the announcement
and consummation of the proposed business combination; (vi) the
outcome of any legal proceedings that may be instituted in
connection with the proposed business combination; (vii) the
ability to maintain the listing of Freedom’s securities on a
national securities exchange; (viii) the price of Freedom’s
securities may be volatile due to a variety of factors, including
changes in the applicable competitive or regulatory landscapes,
variations in operating performance across competitors, changes in
laws and regulations affecting Freedom’s or Complete Solaria’s
business, and changes in the combined capital structure; (ix) the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed business
combination, and identify and realize additional opportunities; (x)
the ability to recognize the anticipated benefits of the previously
consummated Complete Solaria merger and the proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (xi) the
evolution of the markets in which Complete Solaria will compete;
(xii) the costs related to the previously consummated Complete
Solaria merger and the proposed business combination; (xiii) any
impact of the COVID-19 pandemic on Complete Solaria’s business; and
(xiv) Freedom and Complete Solaria’s expectations regarding market
opportunities.
The foregoing list of factors is not exhaustive. Readers should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the
Registration Statement and other documents filed by Freedom from
time to time with the SEC. Such filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Freedom and
Complete Solaria assume no obligation and do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither Freedom nor
Complete Solaria gives any assurance that any of them will achieve
its expectations.
Important Information and Where to Find It This press
release relates to proposed transactions involving Complete Solaria
and Freedom. Freedom has filed a registration statement on Form S-4
(the “Registration Statement”), which was declared effective by the
SEC on June 30, 2023 and which includes a proxy statement for the
solicitation of Freedom shareholder approval and a prospectus for
the offer and sale of Freedom securities in the proposed
transaction with Complete Solaria, and other relevant documents
with the SEC to be used at its extraordinary general meeting of
shareholders to approve the proposed transaction with Complete
Solaria. The proxy statement/prospectus will be mailed to
shareholders as of the record date established for voting on the
proposed business combination between Freedom and Complete Solaria.
INVESTORS AND SECURITY HOLDERS OF FREEDOM AND COMPLETE SOLARIA ARE
URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT,
PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
free copies of documents filed by Freedom with the SEC, through the
website maintained by the SEC at www.sec.gov.
Participants in the Solicitation Freedom, Complete
Solaria and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies of
Freedom’s shareholders in connection with the proposed business
combination between Freedom and Complete Solaria. A list of the
names of such directors and executive officers and information
regarding their interests in the proposed business combination
between Freedom and Complete Solaria are contained in the proxy
statement/prospectus pertaining to the proposed transaction at
www.sec.gov.
No Offer or Solicitation This press release shall not
constitute a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed business
combination between Freedom and Complete Solaria. This press
release shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230703331663/en/
Investor Relations – Complete Solaria Sioban Hickie, ICR,
Inc. CompleteSolariaIR@icrinc.com
Public Relations – Complete Solaria Doug Donsky, ICR,
Inc. CompleteSolariaPR@icrinc.com
Investor Relations – Freedom Adam Gishen, Freedom
Acquisition l Corp. ag@freedomac1.com
Public Relations – Freedom Andy Smith, Powerscourt (U.K.)
andy.smith@powerscourt-group.com
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