false
0001838987
0001838987
2024-06-14
2024-06-14
0001838987
CSLR:CommonStockParValue0.0001PerShareMember
2024-06-14
2024-06-14
0001838987
CSLR:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2024-06-14
2024-06-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 14, 2024
Complete Solaria, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40117 |
|
93-2279786 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
45700 Northport Loop East, Fremont, CA |
|
94538 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 270-2507
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
CSLR |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
CSLRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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 Amendment”) and Polar (the “Polar Second Amendment”). The Second
Amendments lower the reset price of each Forward Purchase Agreement from $3.00 to $1.00 per share and amend the VWAP Trigger Event provision
to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading
day-period, is below $1.00 per Share.”. The Sandia Second Amendment is not effective until the Company executes similar amendments
with both Polar and Meteora.
On June
14, 2024, the Company entered into an amendment to the Forward Purchase Agreement with Sandia (the “Sandia Third Amendment”).
The Sandia Third Amendment sets the reset price of each Forward Purchase Agreement to $1.00 per share and amends the VWAP Trigger Event
provision to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive
trading day-period, is below $1.00 per Share.” Execution of the Sandia Third Amendment is conditioned on both Carlyle and Kline
Hill consummating the terms of the Debt-Equity Swap as disclosed on May 2, 2024, which is considered satisfied based on the 8-Ks released
by the company to date, through May 31, 2024. In the event either Polar or Meteora amend their Forward Purchase Agreements to include
different terms from the $1 reset price and VWAP trigger adjustment, or file a notice of a VWAP trigger event, as reference herein, the
Sandia Forward Purchase Agreement will be retroactively amended to reflect those improved terms and liquidity on their entire Forward
Purchase Agreement, including any of the 1,050,000 shares that are sold upon execution of this document.
The foregoing
description of the Sandia Third Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Sandia Third Amendment, the form of which is filed as Exhibit 10.1 (Sandia Third Amendment) and incorporated herein by reference.
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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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: June 20, 2024 |
|
|
|
|
|
By: |
/s/ Thurman J. Rodgers |
|
|
Thurman J. Rodgers |
|
|
Chief Executive Officer |
Exhibit 10.1
Third Amendment to
OTC Equity Prepaid Forward Transaction
This second amendment is
to the OTC Equity Prepaid Forward Transaction executed as of July 13, 2023 by and between Freedom Acquisition I Corp, a Cayman Island
exempted company (“FACT”), Complete Solaria, Inc., a Delaware Corporation (“Target”) (with FACT
and Target collectively the “Company”) and Sandia Investment Management LP, acting as Investment Manager on behalf
of Investors listed below in the signature (the “Seller”) (the “Sandia EPFT Contract”) Capitalized
terms used but not defined herein shall have the meaning given to them in the EPFT Contract.
Whereas,
on July 13, 2023, FACT and Target entered into an OTC Equity Prepaid Forward Transaction (the “Polar EPFT Contract”)
with Polar Multi-Strategy Master Fund (“Polar”);
Whereas,
on July 13, 2023, FACT and Target entered into an OTC Equity Prepaid Forward Transaction (the “Meterora EPFT Contract”)
with Meterora Special Opportunity Fund I, LP (“MSOF”), Meterora Capital Partners LP (“MCP”) and Meterora Select
Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively “Meterora”);
Whereas,
the Company and the Seller would like to amend the Sandia EPFT Contract;
Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Company and
the Seller hereby agree to amend the following provisions of the Sandia EPFT Contract. All other terms and conditions in the EPFT shall
remain unchanged and continue in full force and effect.
The Reset Price provision
shall be amended to read as follows:
|
“Reset Price: |
The Reset Price is $1.00 per Share.” |
The VWAP Trigger Event: provision
shall be amended to read as follows:
|
“VWAP Trigger Event: |
After December 31, 2024, an event that occurs if the VWAP Price, for
any 20 trading days during a 30 consecutive trading day-period, is below $1.00 per Share.”
|
Effective Date.
The effective date of this Amendment is the date upon which this Amendment has been executed by the respective parties.
Non – Disparagement
Each party covenants and agrees that it shall not, directly or indirectly,
disparage, criticize or defame the other party, or any of their respective affiliates, any member of any of their respective governing
boards, their respective officers or employees.
Carlyle and Kline Hill Debt-for-Equity Swap
Execution of the EPFT Contract Amendment is conditioned on both Carlyle
and Kline Hill consummating the terms of the Debt-Equity Swap as disclosed on May 2, 2024.
| · | This is considered satisfied based on the 8-Ks released by the company to
date, through May 31, 2024 |
MFN remains in place for entirety of
the Diametric-Sandia FPA totaling 1,050,000 shares. In event either Polar or Meteora amend their EPFT to include different terms from
the $1 reset price and VWAP trigger adjustment, or file a notice of a VWAP trigger event, as referenced herein, the Sandia EPFT will be
retroactively amended to reflect those improved terms on their entire EPFT, including any of the 1,050,000 shares that are sold upon execution
of this document. Notwithstanding the foregoing, if applied due to a VWAP Trigger Event, the terms of the Settlement Amount Adjustment
provision Sandia EPFT Contract will only apply to only that portion of the 1,050,000 shares that
remain unsold as of the time of the VWAP Trigger Event.
In witness whereof, the undersigned
have hereunto executed and delivered this Amendment as of June 6, 2024.
|
|
Company |
|
|
|
|
|
|
|
Name: |
Brain Wuebbels |
|
|
|
Title: |
COO, Complete Solaria |
|
|
|
|
|
|
|
|
|
|
|
|
|
Seller |
|
|
|
|
|
|
|
Name: |
Thomas J. Cagna |
|
|
|
Title: |
COO, CFO & CCO |
|
v3.24.1.1.u2
Cover
|
Jun. 14, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 14, 2024
|
Entity File Number |
001-40117
|
Entity Registrant Name |
Complete Solaria, Inc.
|
Entity Central Index Key |
0001838987
|
Entity Tax Identification Number |
93-2279786
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
45700 Northport Loop East
|
Entity Address, City or Town |
Fremont
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94538
|
City Area Code |
(510)
|
Local Phone Number |
270-2507
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Common Stock, par value $0.0001 per share
|
Trading Symbol |
CSLR
|
Security Exchange Name |
NASDAQ
|
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
Title of 12(b) Security |
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
|
Trading Symbol |
CSLRW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CSLR_CommonStockParValue0.0001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CSLR_WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Freedom Acquisition I (NYSE:FACT)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Freedom Acquisition I (NYSE:FACT)
Historical Stock Chart
Von Jun 2023 bis Jun 2024