| PROSPECTUS SUPPLEMENT NO.1 |
Filed Pursuant to Rule 424(b)(3) |
| (To the Prospectus dated August 8, 2024) |
Registration No. 333-280973 |
Up to 30,450,000 Shares of Common Stock
This prospectus supplement supplements the prospectus,
dated August 8, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement
on Form S-1 (No. 333-280973). This prospectus supplement is being filed to update and supplement the information in the prospectus with
the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on July 26, 2024, our Current Report on Form 8-K filed with the SEC on August 1, 2024, and our Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 6, 2024 (collectively, the “Current Reports”). Accordingly, we have attached
the Current Reports to this prospectus supplement.
The prospectus and this prospectus supplement relates to the potential
offer and sale of up to 30,450,000 shares of our common stock, par value $0.0001 per share (the “common stock”), by
White Lion Capital, LLC (“White Lion” or the “Selling Securityholder”).
The shares of common stock to which the prospectus and this prospectus
supplement relate may be issued to White Lion pursuant to the Common Stock Purchase Agreement dated July 16, 2024 between us and White
Lion, as amended by Amendment No. 1 to the Common Stock Purchase Agreement dated July 24, 2024 (as amended, the “White Lion Purchase
Agreement”) establishing an equity line of credit. Such shares of our common stock include (a) up to 30,000,000 shares of common
stock that we may elect, in our sole discretion, to issue and sell to White Lion from time to time during the White Lion Commitment Period
(as defined below) under the White Lion Purchase Agreement (assuming the shares to be issued are sold at a price of $1.00 per share) and
(b) up to 450,000 shares of common stock (the “Commitment Shares”) issuable to White Lion as consideration for it entering
into the White Lion Purchase Agreement (assuming the shares to be issued are sold at a price of $1.00 per share). See “The White
Lion Transaction” below for a description of the White Lion Purchase Agreement and “Selling Securityholder”
for additional information regarding White Lion.
The actual number of shares of our common stock issuable to White Lion
will vary depending on the then-current market price of shares of our common stock sold to the Selling Securityholder under the White
Lion Purchase Agreements and are subject to the further limitations set forth in the White Lion Purchase Agreement.
We are not selling any securities under the prospectus or this prospectus
supplement and will not receive any of the proceeds from the sale of shares of common stock by the Selling Securityholder. Additionally,
we will not receive any proceeds from the issuance or sale of the Commitment Shares. However, we may receive proceeds of up to $30.0 million
from the sale of our common stock to the Selling Securityholder pursuant to the White Lion Purchase Agreement after the date of the prospectus.
The actual proceeds from White Lion may be less than this amount depending on the number of shares of our common stock sold and
the price at which the shares of our common stock are sold.
The Selling Securityholder may sell or otherwise dispose of the shares
of common stock described in the prospectus in a number of different ways and at varying prices. See “Plan of Distribution”
for more information about how the Selling Securityholder may sell or otherwise dispose of the shares of common stock being registered
pursuant to the prospectus. The Selling Securityholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities
Act of 1933, as amended.
The Selling Securityholder will pay all brokerage fees and commissions
and similar expenses attributable to the sales of its common stock. We will pay the expenses (except brokerage fees and commissions and
similar expenses) incurred in registering the shares of common stock offered hereby, including legal and accounting fees. See “Plan
of Distribution.”
Our common stock and Public Warrants are listed on The Nasdaq Stock
Market under the symbols “CSLR” and “CSLRW,” respectively. On August 8, 2024, the last reported sales price of
our common stock was $1.53 per share and the last reported sales price of our Public Warrants was $0.09 per Public Warrant.
We are an “emerging growth company” as defined under U.S.
federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The prospectus and this
prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company.
This prospectus supplement should be read in conjunction
with the prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus
supplement is qualified by reference to the prospectus, including any amendments or supplements thereto, except to the extent that the
information in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 6 of
the prospectus, and under similar headings in any amendments or supplements to the prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this
prospectus or the prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated August 9, 2024
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): July
24, 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 1.01 Entry into a Material Definitive Agreement
On July 24, 2024, Complete
Solaria, Inc., a Delaware corporation (the “Company”, “we” and “us”), and White
Lion Capital, LLC, a Nevada limited liability company (“White Lion”), entered into Amendment No. 1 (the “Amendment”)
to the Common Stock Purchase Agreement, dated July 16, 2024, by and between the Company and White Lion (as amended by the Amendment,
the “Purchase Agreement”).
The Amendment provides that the
Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $30,000,000 in aggregate gross
purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
subject to certain limitations and conditions.
The Amendment also provides that,
in consideration for the commitments of White Lion, the Company will issue Commitment Shares (as defined in the Amendment) to White Lion
shares of Common Stock in an amount equal to (i) $450,000 divided by (ii) the closing price of the Common Stock on the earlier of
(x) the business day prior to the effectiveness of the registration statement filed pursuant to that Registration Rights Agreement, dated
July 16, 2024, by and between the Company and White Lion, and (y) the business day prior to the date White Lion delivers a written
request to the Company for the Commitment Shares. The Commitment Shares will be fully earned by White Lion regardless of termination of
the Purchase Agreement.
The foregoing description of the
Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities
The information
contained in Item 1.01 of this Current Report on 8-K is incorporated by reference in this Item 3.02 in its entirety.
The Company
will issue the Common Stock pursuant to the Purchase Agreement, as amended, in reliance upon the exemptions from the registration requirements
of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
Neither
this Current Report on Form 8-K nor the exhibits attached hereto shall constitute an offer to sell or the solicitation of an offer to
buy the Common Stock described herein or therein, 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: July 26, 2024 |
|
| |
|
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
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):
August 1, 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 4.01. Changes in Registrant’s Certifying Accountant
Dismissal of Independent Registered Public
Accounting Firm
On August 1, 2024, Complete Solaria, Inc. (the
“Company”) notified Deloitte & Touche LLP (“Deloitte”) of its dismissal, effective as of the
same day, as the Company’s independent registered public accounting firm. Deloitte served as the Company’s independent registered
public accounting firm since the closing of the merger with Freedom Acquisition I Corp on July 18, 2023. The decision to change the independent
public accounting firm was approved by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”).
During the years ended December 31, 2022 and 2023
and the subsequent interim period through July 31,2024, there were no: (1) disagreements with Deloitte within the meaning of Item 304(a)(1)(iv)
of Regulation S-K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to Deloitte’s satisfaction, would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K and the related
instructions thereto, except with respect to the material weaknesses as described below.
As previously disclosed in the Company’s
Annual Report on Form 10-K, including Item 9A thereof, for the fiscal year ended December 31, 2023, the Company determined that material
weaknesses in the Company’s internal control over financial reporting existed because (a) the Company did not have sufficient full-time
accounting personnel, (i) to enable appropriate reviews over the financial close and reporting process, (ii) to allow for appropriate
segregation of duties, and (iii) with the requisite experience and technical accounting knowledge to identify, review and resolve complex
accounting issues under generally accepted accounting principles in the U.S. (“GAAP”), and (b) with respect to inventory controls
related to the completeness, existence, and cut-off of the inventories held at third parties, and controls related to the calculation
of adjustments to inventory for items considered excessive and obsolete. Additionally, the Company did not adequately design and/or implement
controls related to conducting a formal risk assessment process.
The audit reports of Deloitte on the Company’s
consolidated financial statements as of and for the years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that there was an explanatory
paragraph describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern in Deloitte’s
audit opinions dated April 6, 2023 and April 1, 2024.
The Company has provided Deloitte with a copy
of this Form 8-K prior to its filing with the SEC. The Company requested Deloitte to furnish the Company with a letter addressed to the
SEC stating whether or not Deloitte agrees with the above statements, as required by Item 304(a)(3) of Regulation S-K. A copy of Deloitte’s
letter is filed as Exhibit 16.1.
New Independent Registered Public Accounting
Firm
On August 1, 2024, following the dismissal of
Deloitte, the Audit Committee, after a competitive process to review the appointment of the Company’s independent registered public
accounting firm, approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s
independent registered public accounting firm.
During the Company’s years ended December
31, 2022 and 2023 and through July 31, 2024, neither the Company, nor anyone on its behalf, consulted BDO regarding either: (i) the application
of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered
on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K) or “reportable event” (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K).
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: August 1, 2024 |
|
| |
|
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
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):
August 6, 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 1.01 Entry into a Material Definitive
Agreement
Stalking Horse Asset Purchase Agreement
On August 5, 2024,
Complete Solaria, Inc., a Delaware corporation (the “Company”,
“we” and “us”),
entered into a “Stalking Horse” asset purchase agreement with SunPower Corporation (“SunPower”)
and the direct and indirect subsidiaries of SunPower (the “Debtors”)
providing for the sale and purchase of certain assets related to the Debtors’ Blue Raven Solar business, New Homes business,
and non-installing Dealer network (the “Stalking
Horse APA”). Under the Stalking Horse APA, the Company agreed, subject to the terms and conditions of the Stalking
Horse APA, to acquire the Acquired Assets and assume the Assumed Liabilities (each as defined in the Stalking Horse APA) from the
Debtors for $45,000,000 in cash at the closing of the transaction, including a deposit of $4,500,000 to be paid into an escrow
account on within two business days. The Stalking Horse APA includes customary representations and warranties, covenants, and
closing conditions, in each case under the circumstances and subject to certain limitations as set forth therein, including, without
limitation, provisions requiring the Debtors to reimburse the Company for up to $550,000 for expenses incurred in connection with
the Stalking Horse APA and to pay a break-up fee of $1,350,000, in each case under certain circumstances as set forth in the
Stalking Horse APA, and the right of the Company to designate executory contracts and to assume or reject unexpired leases. The
Stalking Horse APA will be subject to higher and better offers during the Debtors’ voluntary cases under Chapter 11 of Title
11 of the United States Bankruptcy Code and is subject to approval of the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”).
Pursuant to the
Debtors’ proposed bidding procedures, if approved by the Bankruptcy Court (the “Bidding
Procedures”), interested parties would be invited to participate and submit binding offers in accordance with the
Bidding Procedures. The Stalking Horse APA acts as a baseline for competitive bids for the acquisition of the Acquired Assets. If
one or more qualified bids (other than the transaction contemplated by the Stalking Horse APA) were to be received by the qualified
bid deadline as provided for in the Bidding Procedures, then the Debtors would proceed with an auction to determine the successful
bid, subject to the terms of the Bidding Procedures.
The foregoing terms of the
Stalking Horse APA remain subject to approval by the Bankruptcy Court, are not complete, and are qualified in their entirety by reference
to the full text of the Stalking Horse APA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
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.
Dated: August 6, 2024
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
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