| PROSPECTUS SUPPLEMENT NO. 7 |
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 October 2, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The prospectus and this prospectus supplement
relate 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 September 30, 2024, the last
reported sales price of our common stock was $2.81 per share and the last reported sales price of our Public Warrants was $0.2747 per
Public Warrant.
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.
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.
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 October 2, 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): September
30, 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.
As previously disclosed, on August 5, 2024, Complete
Solaria, Inc., a Delaware corporation (the “Company”, “we” and “us”), entered
into an Asset Purchase Agreement (the “APA”) among the Company, SunPower Corporation (“SunPower”)
and the direct and indirect subsidiaries of SunPower (the “Debtors”) providing for the sale and purchase of certain
assets relating to the Debtor’s Blue Raven Solar business and certain assets relating to the new homes business and non-installing
dealer network previously operated by the Debtors (the “Acquired Assets”).
In connection with the closing of the transactions
under the APA, on September 30, 2024, the Company, SunPower and the other Debtors entered into a Transition Services Agreement (the “TSA”)
pursuant to which SunPower shall use commercially reasonable efforts to perform specified forward transition services relating to the
Acquired Assets for the period set forth in the TSA. Additionally, during such transition services period, the Company shall use commercially
reasonable efforts to perform specified reverse transition services to SunPower.
As consideration for the forward transition services
provided by SunPower and the other Debtors, the Company will pay (a) specified license renewal and transfer fees, software license costs,
employee costs, costs associated with insurance coverage, costs associated with banking services, certain facility costs, and certain
other costs specified in the TSA, plus (b) all actual or necessary costs and out-of-pocket expenses incurred by SunPower in connection
with the provision of the transition services, including for time spent by SunPower personnel and contractors in performing the forward
transition services, plus (c) any additional license fees, consent costs, temporary right-of-use fees, royalties, or other amounts payable
to any third party that may be necessary for SunPower and the other Debtors to provide the forward transition services. The Company will
not receive any fees or remuneration for the reverse transition services provided by the Company to SunPower and the other Debtors.
The foregoing description of the TSA does not purport
to be complete and is qualified in its entirety by the full text of the TSA, a copy of which is attached hereto as Exhibit 10.1, and is
incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on August 5, 2024, the Company
entered into the APA with SunPower and the other Debtors providing for the sale and purchase of the Acquired Assets. Under the APA, the
Company agreed, subject to the terms and conditions of the APA, to acquire the Acquired Assets and assume the Assumed Liabilities (each
as defined in the APA) from the Debtors for $45,000,000 in cash at the closing of the transaction, including a deposit of $4,500,000 that
was previously paid into an escrow account by the Company.
At a hearing held on September 23, 2024, the United
States Court for the District of Delaware approved the sale of the Acquired Assets and the transactions under the APA. The sale of the
Acquired Assets and other transactions under the APA closed on September 30, 2024.
As previously disclosed, the Company issued and sold
7.00% Convertible Senior Notes due 2029 (the “Notes”), the proceeds of which are to be used to pay the purchase price
payable under the APA and for general corporate purposes, including but not limited to working capital. Thurman J. Rodgers, the Company’s
Chief Executive Officer and a director of the Company, purchased $8,000,000 of the Notes. The remaining $72,000,000 of the Notes issued
or issuable by the Company were purchased or are issuable to investment funds and high net worth individuals who do not have material
relationships with the Company.
Item 7.01. Regulation FD Disclosure.
The Company posted to its website, completesolaria.com,
information provided to certain purchasers of the Notes dated September 30, 2024 (the “Presentation”). A copy of the
Presentation can be viewed at the Company’s website by first selecting “Investors,” then “News & Events,”
then “Presentations.”
All statements in the Presentation, other than historical
financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although the Company believes
the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees
of future performance, and actual results or developments may differ materially from those in the forward-looking statements. See the
Company’s Annual Report on Form 10-K filed on April 1, 2024, the Company’s Quarterly Reports on Form 10-Q and the
Company’s other filings with the SEC for a discussion of other risks and uncertainties. The Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In accordance with General Instruction B.2 of Form 8-K, the
information furnished under this Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto is deemed to be
“furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference in any filing under
the Securities Act or the Exchange Act.
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 no later than 71 days after October 4, 2024, the date
that this initial report on Form 8-K was due 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 no later than 71 days after October
4, 2024, the date that this initial report on Form 8-K was due to be filed.
(d) Exhibits.
| |
* |
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Transition Services Agreement (identified therein) have been omitted from this Report and will be furnished supplementally to the Securities and Exchange Commission upon request by the Commission. |
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: October 1, 2024 |
|
| |
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
3
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