false 0001838987 0001838987 2024-02-22 2024-02-22 0001838987 CSLR:CommonStockParValue0.0001PerShareMember 2024-02-22 2024-02-22 0001838987 CSLR:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2024-02-22 2024-02-22 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): February 22, 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 Global Market
         
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   CSLRW   The Nasdaq Capital Market

 

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 8.01. Other Events

 

In July 2021, Siemens Government Technologies, Inc. and Siemens Industry, Inc. (collectively, “Siemens”) filed a lawsuit against Solaria Corporation and SolarCA, LLC, which are wholly-owned subsidiaries of Complete Solaria, Inc. (collectively, the “Subsidiaries”), in Fairfax Circuit Court (the “Court”) in Fairfax, Virginia in the case captioned Siemens Government Technologies, Inc. and Siemens Industry Inc. v. Solaria Corporation and SOLARCA, LLC (Case No. CL-2021-10556). In such lawsuit, Siemens alleged that the Subsidiaries breached express and implied warranties under a purchase order that Siemens placed with the Subsidiaries for a solar module system. Siemens claimed damages of approximately $6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees.

 

On February 22, 2024, the Court issued an order against the Subsidiaries which awards Siemens approximately $6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorney’s fees, the amount of which will be determined at a later hearing. Pending entry of a final judgement by the Court, the Subsidiaries intend to appeal such judgment.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains certain forward-looking statements, including statements relating to post-trial remedies, including an intention to appeal the judgement. When used herein, the words “potential,” “believe,” “expect,” “expects,” “expected,” “anticipate,” “may,” “will,” “enable,” “should,” “seek,” “approximately,” “intends,” “intended,” “plans,” “planned,” “planning,” “estimates,” “benefits,” or the negative of these words or other comparable terminology and similar expressions as they relate to Complete Solaria, Inc. (“Complete Solaria”) and are intended to identify such forward-looking statements. These statements are based on the current views and assumptions of Complete Solaria and involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements, relating to, among other things, the ability to successfully prevail on post-trial motions or appeal, the impact of any final judgment on Complete Solaria’s consolidated financial results, and other risks and uncertainties disclosed from time to time in Complete Solaria’s filings with the U.S. Securities and Exchange Commission or otherwise. These forward-looking statements are based on information currently available to Complete Solaria and it assumes no obligation to update any forward-looking statements except as required by applicable law.

 

1

 

 

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: February 23, 2024 By: /s/ Chris Lundell
    Chris Lundell
    Chief Executive Officer

 

 

2

 

v3.24.0.1
Cover
Feb. 22, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 22, 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
Complete Solaria (NASDAQ:CSLR)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Complete Solaria Charts.
Complete Solaria (NASDAQ:CSLR)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Complete Solaria Charts.