SunPower: securities offering (amended)

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As filed with the United States Securities and Exchange Commission on August 8, 2023. 2 4

Registration No. 333- 333-273820

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REGISTRATION STATEMEN T

REGISTRATION STATEMENT

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SUBJECT TO COMPLETION, DATED AUGUST 8, 24, 2023

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Our common stock and Warrants are listed on The Nasdaq Stock Market under the symbols "CSLR" and "CSLRW," respectively. On August 7, 23, 2023, the last reported sales price of our common stock was $3.10 $2.21 per share and the last reported sales price of our Public Warrants was $0.32 $0.24 per warrant.

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Prospectus summary 1 change

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Shares of common stock outstanding prior to the exercise of all Warrants 45,290,553 (as of August 7, 23, 2023) Shares of common stock outstanding assuming exercise of all Warrants 67,165,460 (based on the total shares outstanding as of August 7, 23, 2023) Exercise price of Warrants $11.50 per share, subject to adjustment as described herein Use of proceeds We will receive up to an aggregate of approximately $251.6 million from the exercise of the Warrants. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See "Use of Proceeds."

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Market Information for Securities and Dividend Policy 1 change

Our common stock and Public Warrants are currently listed on Nasdaq under the symbols "CSLR" and "CSLRW," respectively. Prior to the consummation of the Business Combination, our common stock and our Public Warrants were listed on the NYSE under the symbols "FACT" and "FACT WS," respectively. On August 7, 23, 2023, there were 230 holders of record of the common stock and 198 holders of record of our Warrants. We currently do not intend to list the Private Warrants on any stock exchange or stock market.

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MD&A 63 changes

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing at the end of this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the "Special Note Regarding Forward-Looking Statements" and "Risk Factors" sections of this prospectus/proxy statement prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

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Effective January 1, 2023, we changed our fiscal quarters to four, thirteen-week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Since the fiscal quarter change was made after the end of fiscal 2022, we will continue to report prior year financial information based on its prior year fiscal calendar. Our financial results for the thirteen twenty-six weeks ended April July 2, 2023 are compared to its results for the three six months ended March 31, June 30, 2022. The comparison of these two quarters periods is primarily affected by the difference of two days between the first quarter two quarters of fiscal 2023 and the first quarter two quarters of 2022.

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Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), entered into a Business Combination Agreement with FACT, First Merger Sub, Second Merger Sub, and Solaria entered into that certain on October 3, 2022. The Business Combination Agreement. Pursuant to was consummated on July 18, 2023. Upon the terms and subject to the conditions of the Business Combination, (i) First Merger Sub merged with and into Complete Solaria with Complete Solaria surviving as a wholly-owned subsidiary of FACT (the " First Merger "), (ii) immediately thereafter and as part of the same overall transaction, Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of FACT (the " Second Merger "), and FACT changed its name to "Complete Solaria, Inc." and Second Merger Sub changed its name to "CS, LLC" and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction, Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of FACT and changed its name to "SolarCA LLC" (" Third Merger Sub "), with Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the "Additional Merger", and together with the First Merger and the Second Merger, the "Mergers").

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The merger between Complete Solaria and FACT was will be accounted for as a reverse recapitalization. Under this method of accounting, FACT was will be treated as the acquired company for financial statement reporting purposes. The most significant change in the successor's future reported financial position and results are expected to be an estimated increase in cash (as compared to Complete Solaria's balance sheet at December 31, 2022). See " Unaudited Pro Forma Condensed Combined Financial Information ."

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Other Income (Expense), Net

Other income (expense), net consists of changes in the fair value of our convertible notes, the impact of debt extinguishment, and changes in the fair value of our redeemable convertible preferred stock warrant liabilities.

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Supply Chain Constraints and Risk COVID-19

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The ongoing COVID-19 pandemic has resulted and may continue to result in widespread adverse effects on the global and U.S. economies. Ongoing government and business responses to COVID-19, along with COVID-19 variants and the resurgence of related disruptions, could have a continued material adverse impact on economic and market conditions and trigger a period of continued global and U.S. economic slowdown.

In addition, the global supply chain and our industry have experienced significant disruptions in recent periods. We have seen supply chain challenges and logistics constraints increase, including shortages of panels, inverters, batteries and associated component parts for inverters and solar energy systems available for purchase, which materially impacted our results of operations. In an effort to mitigate unpredictable lead times, we experienced substantial build up in inventory on hand commencing in early 2022 in response to global supply chain constraints. In certain cases, this has caused delays in critical equipment and inventory, longer lead times, and has resulted in cost volatility. These shortages and delays can be attributed in part to the COVID-19 pandemic and resulting government action, as well as broader macroeconomic conditions that may persist once the immediate effects of the COVID-19 pandemic have subsided, and have been exacerbated by the ongoing conflict between Russia and Ukraine. While we believe that a majority of our suppliers have secured sufficient supply to permit them to continue delivery and installations through the end of 2023, if these shortages and delays persist into 2023, 2024, they could adversely affect the timing of when battery energy storage systems can be delivered and installed, and when (or if) we can begin to generate revenue from those systems. If any of our suppliers of solar modules experienced disruptions in the supply of the modules' component parts, for example semiconductor solar wafers or investors, this may decrease production capabilities and restrict our inventory and sales. In addition, we have experienced and are experiencing varying levels of volatility in costs of equipment and labor resulting in part from disruptions caused by general global economic conditions. including inflationary pressures and the COVID-19 pandemic. While inflationary pressures have resulted in higher costs of products, in part due to an increase in cost of the materials and wage rates, these additional costs have been offset by the related rise in electricity rates.

We cannot predict the full effects the COVID-19 pandemic supply chain constraints will have on our business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. Given the dynamic nature of these circumstances on our ongoing business, results of operations and overall financial performance, the full impact of COVID-19 and other macroeconomic factors, including the conflict in Ukraine, cannot be reasonably estimated at this time. In the event we are unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect our business, prospects, financial condition and results of operations. For additional information on risk factors that could impact our results, please refer to " Risk Factors " located elsewhere in this proxy statement/prospectus. prospectus.

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Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (" GAAP "). GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other instances, changes in the accounting estimates are reasonably likely to occur from period-to-period. Actual results could differ significantly from our estimates. Our future financial statements will be affected to the extent that our actual results materially differ from these estimates. For further information on all of our significant accounting policies, see Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements included elsewhere in this proxy statement/prospectus. prospectus.

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If any assumptions used in the Black-Scholes option pricing model change significantly, stock-based compensation for future awards may differ materially compared to the awards granted previously. For the first quarter two quarters 2023, stock-based compensation expense was $1.0 $2.0 million. As of April July 2, 2023, we had approximately $11.3 $16.8 million of total unrecognized stock-based compensation expense related to stock options, including stock options assumed in the acquisition of Solaria.

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Since our inception, we have prepared valuations in a manner consistent with the method outlined in the AICPA Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Certain of these valuations relied on a fundamental analysis of the business, using a discounted cash flow model, to derive an estimate of our total equity. The estimated equity value was then allocated to each class of equity, based on the respective rights and preferences, using either an Option-Pricing Methodology, or OPM, or the Probability-Weighted Expected Return Method, or PWERM. Certain other valuations relied on recent transactions in our preferred and/or common stock. For dates near a recent preferred stock financing, we assessed the value of common stock implied by the price paid for the preferred, primarily using an OPM to backsolve the common stock value.

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A discussion of recently issued accounting standards applicable to Complete Solar Solaria is described in Note 2, Significant Accounting Policies in the Notes to Unaudited Condensed Consolidated Financial Statements. and in Note 2, Significant Accounting Policies.

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Thirteen Twenty-six weeks ended April July 2, 2023 compared to three six months ended March 31, June 30, 2022 The following table sets forth our unaudited statements of operations data for the thirteen twenty-six weeks ended April July 2, 2023 and the three six months ended March 31, June 30, 2022, respectively. We have derived this data from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. This information should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results of operations for any future period.

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Includes interest expense to related party of $0.2 $0.4 million and $0.1 million during the thirteen twenty-six weeks ended April July 2, 2023 and the three six months ended March 31, June 30, 2022, respectively.

Other (expense), net includes other income from related parties of zero and $1.4 million during the thirteen twenty-six weeks ended April July 2, 2023 and the three six months ended March 31, June 30, 2022, respectively.

Total product revenues for the thirteen twenty-six weeks ended April July 2, 2023 was $18.7 $25.3 million, all of which is attributable to the November 2022 acquisition of Solaria. The Company did not recognize any product revenue during the six months ended June 30, 2022.

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Revenues from software enhanced services for the thirteen weeks ended April 2, 2023 was $.8 million compared to $0.6 million for the three months ended March 31, 2022. The increase in software enhanced services revenues is primarily due to increased sales and marketing for proposal and design services.

Revenues from solar energy system installations for the thirteen twenty-six weeks ended April July 2, 2023 was $15.8 $40.6 million compared to $19.7 $35.1 million for the three six months ended March 31, June 30, 2022. The decrease increase in solar energy system installation revenues of $3.9 $5.5 million, or 16%, is primarily due to a decrease an increase in the volume of solar energy system systems installations, driven largely by unusual inclement California weather during a portion of which related to the fulfillment of delayed installations experienced in the first quarter of 2023 partially offset by due to unusual inclement California weather, as well as an increase in average selling price of solar energy system installations.

Revenues from software enhanced services for the twenty-six weeks ended July 2, 2023 was $1.7 million and remained consistent as compared to $1.6 million for the six months ended June 30, 2022.

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Cost of product revenues for the thirteen twenty-six weeks ended April July 2, 2023 was $19.5 $26.5 million, all of which is attributable to the November 2022 acquisition of Solaria. The Company did not recognize any cost of product revenue during the six months ended June 30, 2022.

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Sales commissions for the thirteen weeks ended April 2, 2023, decreased by $1.4 million, or 20%, compared to the three months ended March 31, 2022. The decrease in commissions is primarily due to the diversification of our sales partner channels to deliver greater services and capture more contribution margin by reducing sales commissions.

Cost of service revenues for the thirteen twenty-six weeks ended April July 2, 2023 was $13.8 $33.4 million compared to $13.4 $25.5 million for the three six months ended March 31, June 30, 2022. The increase in cost of service revenues of $0.4 $7.9 million, or 31%, was primarily due to the increase in services revenue of 15%, as well as rising costs period over period, partially offset by a smaller increase in excess and obsolete inventory reserves during the thirteen twenty-six weeks ended April July 2, 2023 as compared to the three six months ended March 31, June 30, 2022.

Gross margin decreased 28% 19% year over year, from 34% 30% for the three six months ended March 31, June 30, 2022 to 6% 11% for the thirteen twenty-six weeks ended April July 2, 2023. The decrease in margin is primarily due to the increase in product revenues as a result of the acquisition of Solaria, which has contribute lower margins than service revenues, and the impact of rising costs associated with service revenues.

Sales commissions for the twenty-six weeks ended July 2, 2023, increased by $2.3 million, or 19%, compared to the six months ended June 30, 2022. The increase in commissions is primarily due to the increase in services revenue of 15%.

Sales and marketing expense for the thirteen twenty-six weeks ended April July 2, 2023 increased by $2.1 $4.4 million, or 141%, 147%, compared to the three six months ended March 31, June 30, 2022. The increase is primarily attributable to the acquisition of Solaria in November 2022.

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Interest expense for the thirteen weeks ended April 2, 2023 increased by $2.9 million, or 411%, compared to the three months ended March 31, 2022. The increase was primarily attributed to accretion of $2.2 million and the amortization of issuance costs of $0.6 million related to long term debt in CS Solis LLC that occurred in February of 2022, and a $0.1 million increase in interest expense related to the 2022 Convertible Notes.

General and administrative costs for the thirteen twenty-six weeks ended April July 2, 2023 increased by $11.1 $19.3 million, or 551%, 464%, compared to the three six months ended March 31, June 30, 2022. The increase was primarily attributed to $9.1 $13.3 million in general and administrative costs associated with the acquisition of Solaria, which was acquired in November 2022, along with additional increases an increase in bad debt expense of $1.9 $4.2 million and increases in outside services costs of $0.1 $1.2 million related to the deSPAC transaction.

Interest expense for the twenty-six weeks ended July 2, 2023 increased by $5.2 million, or 303%, compared to the six months ended June 30, 2022. The increase was primarily attributed $4.1 million of interest related to debt acquired as part of the acquisition of Solaria in November 2022, interest expense of $0.7 million related to the 2022 Convertible Notes issued in 2022 and 2023, as well as an increase to interest expense of $0.7 million associated with long term debt in CS Solis LLC.

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Other income (expense), net for the thirteen twenty-six weeks ended April July 2, 2023 decreased increased by $2.9 $6.5 million, or 90%, 205%, compared to the three six months ended March 31, June 30, 2022. The decrease increase was primarily attributed to a change in the fair value of our redeemable convertible preferred stock warrant liability of $9.6 million, partially offset by $3.2 million prior year conversion costs of our convertible debt and SAFE agreements in March 2022. which did not occur in 2023, partially offset by $0.2 million increase in the fair value of Series D-7 Preferred Stock warrants.

As a result of the factors discussed above, our net loss for the thirteen twenty-six weeks ended April July 2, 2023 was $23.5 $35.0 million, an increase of $22.3 $28.4 million, or 1,850%, 426%, as compared to a net loss of $1.2 $6.7 million for the three six months ended March 31, June 30, 2022.

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Since our inception, we have financed our operations primarily through sales of equity securities, issuance of convertible notes and cash generated from operations. Our principal uses of cash in recent periods have been funding our operations and investing in capital expenditures. As of April July 2, 2023, our principal sources of liquidity were cash and cash equivalents of $3.3 $2.5 million, which were held for working capital purposes. Our cash equivalents are on deposit with major financial institutions. Our cash position raises substantial doubt regarding our ability to continue as a going concern for twelve months following the issuance of the condensed consolidated financial statements. To meet our short-term financing needs, we have raised $11.0 $21.3 million in convertible note financing and an additional $14.1 million in other debt financing in during the thirteen twenty-six weeks ended April July 2, 2023, with the potential to raise an additional convertible notes to meet short-term liquidity requirements.

Although we do not have significant purchase commitments, we believe that our existing capital resources may not be sufficient to fund our operations in the near term without regard to the transaction contemplated within this proxy statement/prospectus. To the extent that the transaction contemplated in this proxy statement/prospectus does not occur, we and may be required to seek additional equity or debt financing. While there can be no assurances, we anticipate raising additional required capital from new and existing investors. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, we may be required to reduce planned spending, which could have a material adverse effect on our operations.

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In connection with the Business Combination Agreement, we have raised the 2022 Convertible Notes in November 2022, during the fiscal year ended December 31, 2022 and February 2023 with additional investors, with an aggregate purchase price of $23.0 $12.0 million, and during the twenty-six weeks ended July 2, 2023 for an additional total purchase price of $21.3 million. Additionally, as part of the acquisition of Solaria, we assumed a note from an existing investor for $6.7 million, which was modified as of the close of the business combination to contain the same terms as the other 2022 Convertible Notes. We did not incur significant issuance costs associated with the 2022 Convertible Notes. The 2022 Convertible Notes converted will convert to common shares of Complete Solaria, Inc. at the close of the deSPAC transaction. The 2022 Convertible Notes accrued accrue interest at a rate of 5% per annum. Immediately prior to the closing of the expected deSPAC transaction, the 2022 Convertible Notes converted into that the number of shares of common stock of Complete Solaria equal to (x) the principal amount together with all accrued interest of the 2022 Convertible Notes divided by 0.75, divided by (y) the price of a share of common stock of Complete Solaria used to determine the conversion ratio in the Business Combination Agreement. As of April July 2, 2023 and December 31, 2022, the 2022 Convertible Notes have accrued $0.5 $1.0 million and $0.2 million in interest, respectively. As of April July 2, 2023 and December 31, 2022, the carrying values of the 2022 Convertible Notes represent the only balances in the convertible notes, net, noncurrent and convertible notes, net due to related parties, noncurrent financial statement captions.

Upon the Closing As a result of the Business Combination, the Sponsor transferred to the holders of 2022 Convertible Notes a pro rata percentage of (i) 500,000 shares of Complete Solaria Common Stock in exchange for payment by such investor to FACT of $0.0001 per share and (ii) 363,285 FACT Private Placement Warrants held by the Sponsor. In addition, holders of 2022 Convertible Notes are entitled to receive, on a pro rata basis, up to an additional (i) 250,000 shares of Complete Solaria Common Stock, at a purchase price of $0.0001 per share, if within the first 12 months following the Closing Date, the volume weighted average price of Complete Solaria Common Stock equals or exceeds $12.50 per share for a period of at least 20 days out of 30 consecutive days on which the shares of Complete Solaria Common Stock are traded on a stock exchange, and (ii) 250,000 shares of Complete Solaria Common Stock, at a purchase price of $0.0001 per share, if within the first 12 months following the Closing Date, the volume weighted average price of Complete Solaria Common Stock equals or exceeds $15.00 per share for a period of at least 20 days out of 30 consecutive days on which the shares of Complete Solaria Common Stock are traded on a stock exchange.

In December 2018, Solaria Corporation issued senior subordinated convertible secured notes (" ("2018 Notes") ") totaling approximately $3.4 million in exchange for cash. The notes bear interest at the rate of 8% per annum and the investors are entitled to receive twice of the face value of the notes at maturity. The 2018 Notes were assumed in the acquisition by Complete Solaria and are secured by substantially all of the assets of Complete Solaria. In December 2022, we entered into an amendment to 2021, the 2018 Notes were amended extending the maturity date from December 13, 2022 to December 13, 2023. 2022. In connection with the 2021 amendment, the notes will continue to bear interest at 8% per annum and are entitled to an increased repayment premium from 110% Solaria had issued warrants to 120% purchase shares of Series E-1 redeemable convertible preferred stock of Solaria. The principal and accrued interest warrants were exercisable immediately in whole or in part at the time of repayment. As of April 2, 2023 and expire on December 31, 2022, the carrying value 13, 2031. As part of the 2018 Notes was $10.1 million and $9.8 million, respectively. Interest expense recognized for merger with Complete Solar, all the thirteen weeks ended April 2, 2023 was $0.3 million. outstanding warrants issued to the lenders were assumed by the parent company, Complete Solaria.

In December 2022, we entered into an amendment to the 2018 Notes extending the maturity date from December 13, 2022 to December 13, 2023. In connection with the amendment, the notes will continue to bear interest at 8% per annum and are entitled to an increased repayment premium from 110% to 120% of the principal and accrued interest at the time of repayment.

The Company concluded that the modification was a troubled debt restructuring as the Company was experiencing financial difficulty and the amended terms resulted in a concession to the Company. As the future undiscounted cash payments under the modified terms exceeded the carrying amount of the Solaria Bridge Notes on the date of modification, the modification was accounted for prospectively. The incremental repayment premium is being amortized to interest expense using the effective interest rate method. As of July 2, 2023 and December 31, 2022, the carrying value of the 2018 Notes was $10.4 million and $9.8 million, respectively. Interest expense recognized for the twenty-six weeks ended July 2, 2023 was $0.6 million.

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In October 2020, Solaria entered into a loan agreement ("Loan Agreement") with Structural Capital Investments III, LP ("SCI"). The Loan Agreement with SCI comprises of two facilities, a term loan (the "Term Loan") and a revolving loan (the "Revolving Loan") for $5.0 million each with a maturity date of October 31, 2023. Both the Term Loan and the Revolving Loan were fully drawn upon closing. The Term Loan was repaid prior to the acquisition of Solaria by Complete Solar and was not included in the business combination.

In October 2020, Solaria entered into a loan agreement (" Loan Agreement ") with Structural Capital Investments III, LP (" SCI ") to obtain a revolving loan of $5.0 million. The debt was assumed by Complete Solaria upon the acquisition of Solaria and recorded at its fair value of $5.0 million. The Revolving Loan has a term of thirty-six months, principal repayments at the end of the term and an annual interest rate of 7.75% or Prime rate plus 4.5%, whichever is higher. The loan is due and payable as of October 31, 2023. Interest expense recognized for the thirteen twenty-six weeks ended April July 2, 2023 was $0.1 $0.3 million.

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In December 2022, we entered into a secured credit facility agreement with Kline Hill Partners IV SPV LLC and Kline Hill Partners Opportunity IV SPV LLC. The secured credit facility agreement, which matures in April 2023, allows us to borrow up to 70% of the net amount of our eligible vendor purchase orders with a maximum amount of $10.0 million at any point in time. The purchase orders are backed by relevant customer sales orders which serve as a collateral. The amounts drawn under the secured credit facility may be reborrowed provided that the aggregate borrowing does not exceed $20.0 million. The repayment under the secured credit facility is the borrowed amount multiplied by 1.15x if repaid within 75 days and borrowed amount multiplied by 1.175x if repaid after 75 days. We may prepay any borrowed amount without premium or penalty. Under the original terms, the secured credit facility agreement was due to mature in April 2023. We are in the process of amending the secured credit facility agreement to extend its maturity date.

At April July 2, 2023, the outstanding net debt amounted to $10.4 $11.7 million, including accrued financing cost of $2.8 $4.1 million, compared to December 31, 2022, where the outstanding net debt amounted to $5.6 million, including accrued financing cost of $0.1 million.

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In February 2022, we received an investment from CRSEF Solis Holdings, LLC (" CRSEF "). The investment was made pursuant to a subscription agreement, under which CRSEF contributed $25.6 million in exchange for 100 Class B Membership Units of CS Solis. The Class B Membership Units are mandatorily redeemable by us on the three-year anniversary of the effective date of the CS Solis amended and restated LLC agreement. The Class B Membership Units accrue interest that is payable upon redemption at a rate of 10.5% which is accrued as an unpaid dividend, compounded annually, and subject to increases in the event we declare any dividends. As of April July 2, 2023 and December 31, 2022, we have recorded a liability of $26.3 $27.4 and $25.2 million, respectively, included in net long-term debt in CS Solis on the unaudited condensed consolidated balance sheets. For the thirteen twenty-six weeks ended April July 2, 2023, we have recorded accretion of the liability as interest expense of $0.80 $1.5 million, and we have recorded the amortization of issuance costs as interest expense of $0.3 $0.7 million.

Cash Flows for the Thirteen Twenty-Six Weeks Ended April July 2, 2023 and the Three Six Months Ended March 31, June 30, 2022 The following table summarizes Complete Solaria's cash flows from operating, investing, and financing activities for the thirteen twenty-six weeks ended April July 2, 2023 and the three six months ended March 31, June 30, 2022:

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Net cash used in operating activities of $16.3 $26.8 million for the thirteen twenty-six weeks ended April July 2, 2023 was primarily due to the net loss of $23.5 million, and net cash outflows of $0.4 $35.0 million, from changes in our operating assets and liabilities, adjusted for non-cash charges of $7.7 $7.1 million The main drivers of and net cash outflows derived inflows of $1.1 million from the changes in our operating assets and liabilities. were related to an increase in accounts receivable of $3.2 million, an increase in prepaid expenses and other current assets of $2.0 million, decrease in accrued expenses and other current liabilities of $1.2 million, and decrease in deferred revenue of $1.2 million, partially offset by decrease in inventories of $5.3 million, and an increase in accounts payable of $2.7 million. Non-cash charges primarily consisted of $2.8 $5.4 million change in allowance for doubtful accounts, credit losses, interest expense primarily related to long-term debt in CS Solis of $1.2 $3.7 million, stock-based compensation expense of $1.0 $2.0 million, depreciation and amortization expense of $1.0 $2.0 million, change in reserve for obsolete inventory of $0.8 $1.4 million, and accretion of long-term debt in CS Solis of $0.8 $1.5 million, partially offset by the change in fair value of redeemable convertible preferred stock warrant liability of $9.4 million. The main drivers of net cash inflows derived from the changes in operating assets and liabilities were related to an increase in accrued expenses and other current liabilities of $8.5 million and a decrease in inventories of $3.7 million, partially offset by an increase in prepaid expenses and other current assets of $5.0 million, an increase of other noncurrent assets of $4.0 million and an increase in accounts receivable of $1.9 million.

Net cash used in operating activities of $7.4 $17.1 million for the three six months ended March 31, June 30, 2022 was primarily due to the net loss of $6.7 million and net cash outflows of $6.4 $13.8 million from changes in operating assets and liabilities, and the net loss of $1.2 million, adjusted for non-cash charges of $0.2 $3.4 million. The main drivers of net cash outflows derived from the changes in operating assets and liabilities were related to an increase in accounts receivable of $3.3 $5.4 million, an increase in inventory of $2.0 $6.7 million, a decrease in accounts payable of $2.1 million and a decrease in accrued expenses and other current liabilities of $1.7 $2.0 million, partially offset by a decrease in prepaid expenses and other current assets of $1.8 $1.9 million. Non-cash charges primarily consisted of non-cash equity expense of $3.2 million, partially offset by a change in reserve for obsolete inventory of $2.1 $3.6 million and accretion of long-term debt in CS Solis of $1.0 million, partially offset by a gain on extinguishment of convertible notes and SAFEs of $3.2 million.

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Net cash used in investing activities of $0.5 $1.0 million for the thirteen twenty-six weeks ended April July 2, 2023 was primarily due to additions to internal-use-software.

Net cash used in investing activities of $0.3 $0.6 million for the three six months ended March 31, June 30, 2022 was due to additions to internal-use-software.

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Net cash provided by financing activities of $15.6 $25.8 million for the thirteen twenty-six weeks ended April July 2, 2023 was primarily due to proceeds from the issuance of notes payable, net of $14.1 million, and proceeds from the issuance of convertible notes, net of $17.8 million, and proceeds from the 2022 issuance of convertible notes, net, to related parties of $11.0 $3.5 million, partially offset by repayment of notes payable of $9.6 million.

Net cash provided by financing activities of $15.0 million for the three six months ended March 31, June 30, 2022 was primarily due to net proceeds from the issuance of long-term debt in CS Solis of $25.0 million, partially offset by repayment of notes payable of $9.5 million and repayment of convertible notes payable to related parties of $0.5 million.

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As of the date of this proxy statement/prospectus, prospectus, Complete Solaria does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement, or other contractual arrangement to which an entity unconsolidated with Complete Solaria is a party, under which it has any obligation arising under a guaranteed contract, derivative instrument, or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity, or market risk support for such assets.

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We do not have significant exposure to interest rate risk that could affect the balance sheet, statement of operations, and the statement of cash flows, as we do not have any outstanding variable rate debt as of April July 2, 2023.

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As of April 2, 2023, five customers had outstanding balances that represented 21%, 19%, 16%, 15%, and 15%, respectively, of the total accounts receivable, net balance, compared to March 31, 2022, as two customers had outstanding balances that represented 54%, and 10%, of the total accounts receivable, net balance.

For the thirteen-week period ended April 2, 2023, three customers represented approximately 32%, 17%, and 11% of net revenues, respectively, compared to March 31, 2022, as one customer represented approximately 45% of net revenues.

Subsequent to March 31, 2023, we issued additional 2022 Convertible Notes with an aggregate purchase price of $10.25 million.

As of July 2, 2023, three customers accounted for 10% or more of total accounts receivable, net balance. As of June 30, 2022, one customer accounted for 10% or more of the total accounts receivable, net balance.

For the thirteen and twenty-six weeks ended July 2, 2023 and the three and six months ended June 30, 2022, one customer accounted for 10% or more of total net revenues.

On July 18, 2023, the Company (prior to the close of the Business Combination, "Legacy Complete Solaria"), Freedom Acquisition I Corp. ("FACT"), First Merger Sub, Second Merger Sub and Solaria consummated the Business Combination pursuant to the Merger Agreement. At closing, each share of Legacy Complete Solaria's common stock and preferred stock were canceled and converted into the right to receive a number of shares of Complete Solaria Common Stock under the terms defined within the Business Combination Agreement. Additionally, all Legacy Complete Solaria's options and warrants outstanding as of immediately prior to such time were converted into options of Complete Solaria ("Complete Solaria Options") and Complete Solaria Warrants, respectively.

In connection with the Merger, on July 13, 2023, FACT and Legacy Complete Solaria entered into Forward Purchase Agreements with certain third-parties ("Sellers"). Pursuant to the terms of the Forward Purchase Agreements, the Sellers intended, but were not obligated, to purchase up to a number of shares of FACT Class A Ordinary Shares in the aggregate amount equal to up to 6,720,000 less, Recycled Shares (as defined in Forward Purchase Agreements).

In connection with the Special Meeting, holders of 9,763,938 shares of FACT Class A Ordinary Shares had validly elected to redeem their Class A Ordinary Shares, with remaining Trust Proceeds of approximately $14.7 million. Additionally, pursuant to Subscription Agreements and New Money PIPE Subscription Agreements that the Company and FACT had previously entered into with certain third parties who purchased an aggregate of 1,690,000 shares of Complete Solaria Common Stock for total PIPE proceeds of $16.3 million, inclusive of $3.5 million of prefunded PIPE proceeds from a related party investor received in June 2023. Approximately $6.6 million of the Trust Proceeds and PIPE Proceeds were used for the payment of transaction expenses incurred by the Company and FACT in connection with the Merger. Net proceeds received by the Company at closing amounted to approximately $22.9 million which will be used for the general corporate purposes of the Company following the Merger.

Subsequent to July 2, 2023, we entered into an amendment with Carlyle to accelerate the maturity date of the Class B Membership Units from February 14, 2025 to March 31, 2024. As part of the modification, the Company grants Carlyle with the option to purchase warrants of up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $0.01, which is the (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of the Complete Solaria's issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share; which is inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification.

On August 18, 2023, the Company entered into a Non-Binding Letter of Intent to sell certain of Complete Solaria's North American solar panel assets, inclusive of certain intellectual property, to a global, tier-1 panel manufacturer for a consideration of $20.0 million. Subject to the satisfaction of certain closing conditions set forth in the Non-Binding Letter of Intent, signing of the definitive agreements and the close of the transaction is expected to occur by the end of 2023.

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Management 1 change

Our directors and executive officers and their ages as of August 7, 23, 2023 Name Age Position William J. Anderson Chief Executive Officer and Director Brian Wuebbels Chief Financial Officer Vikas Desai President & General Manager, Business Units David J. Anderson Chief Marketing Officer & Strategic Partnerships Arnaud Lepert Chief Operating Officer Thurman J. Rodgers Executive Chairman Devin Whatley (2)(3) Director Tidjane Thiam (1) Director Adam Gishen (1)(3) Director Ronald Pasek (1)(2) Director Antonio R. Alvarez (2) Director (1) Member of the Audit Committee.

54 unchanged paragraphs

Principal stockholders 4 changes

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of August 7, 23, 2023 by:

4 unchanged paragraphs

This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole voting and investment power with respect to all shares of our common stock beneficially owned by them. Applicable percentages are based on 45,290,553 shares of common stock outstanding as of August 7, 23, 2023, adjusted as required by rules promulgated by the SEC.

19 unchanged paragraphs

Represents shares held by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada and the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF"), with respect to the shares of common stock directly held by PMSMF. The address for Polar Asset Management Partners Inc. is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

Represents shares held by Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF"). PMSMF is under management by Polar Asset Management Partners Inc. ("PAMPI"). PAMPI serves as investment advisor of the Polar Fund and has control and discretion over the shares held by the Polar Fund. As such, PAMPI may be deemed the beneficial owner of the shares held by the Polar Fund. PAMPI disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein. The ultimate natural persons who have voting and dispositive power over the shares held by the Polar Fund are Paul Sabourin and Abdalla Ruken, Co-Chief Investment Officers of PAMPI. The address for Polar Asset Management Partners Inc. is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

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Selling Securityholders 2 changes

78 unchanged paragraphs

Foris Ventures, LLC (19)

24 unchanged paragraphs

Barbara Hager, the manager of Foris Ventures ("Foris"), may be deemed to have sole power to vote and dispose of these securities. The Vallejo Ventures Trust U/T/A 2/12/96 ("VVT"), the sole member of Foris, may be deemed to have sole power to vote and dispose of these securities, and L. John Doerr and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of these securities. Each of L. John Doerr, Ann Doerr, Barbara Hager and VVT disclaim beneficial ownership of the securities held by Foris except to the extent of their pecuniary interest therein. The address for Foris and each other person named in this footnote is c/o Foris Ventures, LLC, 1180 San Carlos Avenue, #717, San Carlos, California 94070.

Unaudited Pro Forma Condensed Combined Financial Information 49 changes

3 unchanged paragraphs

As further described in Note 1 to " Unaudited Pro Forma Condensed Combined Financial Information " herein, the Required Transaction was deemed to be a material transaction that is separate from the Business Combination. The unaudited pro forma combined statement of operations for the year ended December 31, 2022, combines the historical statements of operations of Legacy Complete Solaria and Solaria as if the Required Transaction had occurred on January 1, 2022, the beginning of the earliest period presented. The historical statement of operations of Legacy Complete Solaria for the thirteen twenty-six weeks ended April July 2, 2023 includes the operations of Solaria, and no adjustments are required to reflect the impact of the Required Transaction. The Required Transaction is reflected in the historical balance sheet of Legacy Complete Solaria as of April July 2, 2023.

1 unchanged paragraph

As further described in " Description of the Business Combination " below, subsequent to the signing of the Business Combination Agreement, Legacy Complete Solaria has raised additional financing through the issuance of the 2022 Convertible Notes. The issuance of $23.0 $33.3 million of 2022 Convertible Notes is reflected in the historical balance sheet of Legacy Complete Solaria as of April July 2, 2023. The issuance of an additional $10.3 million of 2022 Convertible Notes in May and June 2023 is recorded in the pro forma adjustments (" Transaction Accounting Adjustment s ") to the unaudited pro forma combined balance sheet as described in Note 3 below.

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The management of New Complete Solaria has concluded that the contingently issuable shares are equity-classified instruments, which do not have an impact on the unaudited pro forma condensed combined statement of operations for the periods ended December 31, 2022 and March 31, June 30, 2023.

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As of March 31, 2023

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Acquisition related intangible assets

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Deferred revenue, noncurrent

1 unchanged paragraph

Long-term Convertible notes, net, noncurrent

Long-term Convertible notes net due to related parties, noncurrent

Long-term debt in with CS Solis

13 unchanged paragraphs

For the three months ended March 31, 2023

For the six months ended June 30, 2023

9 unchanged paragraphs

Interest income on marketable securities held in Trust Account (2,817 (4,226

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The unaudited pro forma condensed combined statement of operations of Complete Solaria for the three six months ended March 31, June 30, 2023 and for the year ended December 31, 2022, gives pro forma effect to the Business Combination and Required Transaction as if each had been consummated on January 1, 2022.

5 unchanged paragraphs

The unaudited pro forma combined balance sheet of Complete Solaria as of March 31, June 30, 2023, gives pro forma effect to the Business Combination as if it had been consummated on March 31, June 30, 2023. The Required Transaction is reflected in the historical balance sheet of Complete Solaria as of April July 2, 2023. The unaudited pro forma condensed combined statements of operations of Complete Solaria for the year ended December 31, 2022, and for the three six months ended March 31, June 30, 2023, presents pro forma effect to the transactions as if it had been completed on January 1, 2022.

The unaudited pro forma combined balance sheet as of March 31, June 30, 2023, and unaudited pro forma condensed combined statement of operations for the three six months ended March 31, June 30, 2023, have been prepared using, and should be read in conjunction with, the following:

unaudited condensed financial statements of FACT as of and for three six months ended March 31, June 30, 2023, and the related notes, included in the Proxy Statement;

unaudited condensed consolidated financial statements of Complete Solaria as of and for thirteen twenty-six weeks ended April July 2, 2023, and the related notes, included in the Proxy Statement;

3 unchanged paragraphs

Effective January 1, 2023, Legacy Complete Solaria changed its fiscal quarters to four thirteen-week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. The unaudited pro forma condensed combined statement of operations of Complete Solaria for the three six months ended March 31, June 30, 2023 includes the Legacy Complete Solaria unaudited condensed consolidated statement of operations for the thirteen twenty-six weeks ended April July 2, 2023, and the unaudited pro forma condensed consolidated balance sheet of Complete Solaria as of March 31, June 30, 2023 includes the unaudited condensed consolidated balance sheet of Legacy Complete Solaria as of April July 2, 2023. As the difference between the fiscal quarter end dates of Legacy Complete Solaria and FACT is two days, and there were no intervening events or transactions materially impacting the unaudited pro forma statement of operations or the unaudited pro forma balance sheet, no additional adjustments are made to align the reporting dates. March 31, June 30, 2023 is the reporting date of all pro forma adjustments in Note 3.

14 unchanged paragraphs

Proceeds from the issuance of 2022 Convertible Notes

3 unchanged paragraphs

Repayment of FACT promissory note

1 unchanged paragraph

Reflects the issuance of the 2022 Convertible Notes to investors subsequent to the balance sheet date. The 2022 Convertible Notes converted into shares of Legacy Complete Solaria Common Stock prior to the close of the Business Combination. The 2022 Convertible Notes accrue interest at 5% and are expected to be accounted for as debt in accordance with ASC 470. The 2022 Convertible Notes contain multiple embedded features, none of which are expected to be accounted for as embedded derivative liabilities in accordance with ASC 815.

The payment of $0.8 million, representing estimated expenses to be incurred by Legacy Complete Solaria subsequent to March 31, 2023, and is reflected as an adjustment to additional paid-in capital.

Reflects the payment of $7.8 $10.2 million of transaction costs incurred by Legacy Complete Solaria and FACT in connection with the Business Combination. The transaction costs include:

The payment for expenses incurred by Legacy Complete Solaria in conjunction with the business combination are reflected as corresponding adjustment of $1.6 $4.8 million to accounts payable for amounts which had been incurred prior to and unpaid as of March 31, June 30, 2023.

The payment of $2.9 $2.8 million, representing estimated expenses to be incurred by FACT subsequent to March 31, June 30, 2023, is as an expense of the pre-combination entity and reflected as an adjustment to accumulated deficit.

The payment for expenses incurred by FACT in conjunction with the Business Combination is reflected as a corresponding adjustment of $2.5 $2.6 million to accounts payable for amounts which had been incurred prior to and unpaid as of March 31, June 30, 2023.

Reflects aggregate gross proceeds of $0.6 million from the issuance and sale of 120,000 shares of Complete Solaria Common Stock at $5.00 per share pursuant to the New Money PIPE Subscription Agreements and $15.7 million, including $3.5 $12.2 million that was funded prior to the Closing Date, from the issuance and sale of 1,570,000 1,220,000 shares of Complete Solaria Common Stock at $10.00 per share pursuant to the PIPE Financing (Private Placement) subsequent to June 30, 2023, excluding $3.5 million of prefunded PIPE proceeds received in June 2023. The unaudited pro forma condensed combined balance sheet reflects the reclassification with a corresponding increase of $16.3 $12.8 million to additional paid-in-capital, as noted in Note I below and an increase of less than $0.1 million to New Complete Solaria Common Stock. as noted in Note H below.

Reflects the payment made to redeeming FACT public stockholders in connection with the Special Meeting held on July 11, 2023. The amount of redemptions assumed is 9,763,938 9,935,086 shares of FACT Class A Ordinary Shares redeemed for $103.1 $105.0 million allocated to Complete Solaria Common Stock and additional paid-in capital, using a par value of $0.0001 per share at a redemption price of $10.56 per share, or a full pro rata portion of the trust account holding the proceeds from Freedom's initial public offering as described in Note I and J.

Reflects the repayment of FACT Promissory Note at closing.

Reflects Transaction Accounting Adjustments to the cash held in the Trust Account of $116.6 $118.4 million that becomes available following the Business Combination, assuming no redemptions.

1 unchanged paragraph

Reflects the conversion of principal and accrued interest related to the 2022 Convertible Notes, which converted into Legacy Complete Solaria Common Stock immediately prior to the Closing (14,560 (21,524 ) Reflects the conversion of principal and accrued interest related to the 2022 Convertible Notes due to related parties, which converted into Legacy Complete Solaria Common Stock immediately prior to the Closing (15,703 (30,263 (19,412 (40,936 ) The 2022 Convertible Notes converted into 6,126,726 shares of Complete Solaria Common Stock and are recorded as additional paid in capital as described in Note I.

1 unchanged paragraph

Reflects the exchange of Legacy Complete Solaria Preferred Stock warrants into Complete Solaria Warrants, pursuant to terms of the Business Combination. Legacy Complete Solaria Preferred Stock warrants were previously contingently puttable or redeemable, resulting in Legacy Complete Solaria classifying such warrants as liabilities in its historical financial statements. Complete Solaria has concluded that the Complete Solaria Warrants exchanged for Complete Solaria Preferred Stock warrants are equity-classified warrants and the adjustment reflects reclassification of the warrants from liability to additional paid-in capital, as noted in Note I below (13,943 (4,735 ) Reflects the conversion of FACT promissory note into 716,667 shares of private placement warrants upon the Business Combination (12,868 (3,660 (E) Represents the issuance of 16,571,239 shares of Complete Solaria Common Stock at par value of $0.0001 per share upon the Business Combination in exchange for 34,311,133 outstanding shares of Legacy Complete Solaria Preferred Stock.

1 unchanged paragraph

Reflects the reclassification of $116.6 $118.4 million related to FACT Class A Ordinary Shares, subject to possible redemption, from mezzanine equity to permanent equity, assuming no redemption. The unaudited pro forma condensed combined balance sheet reflects the reclassification with a corresponding increase of $116.6 $118.4 million to additional paid-in-capital, as noted in Note I below and an increase of less than $0.1 million to New Complete Solaria Common Stock, as noted in Note H below (G) Reflects the reclassification of FACT Class B Ordinary Shares to Complete Solaria Common Stock. In conjunction with the Domestication, (i) each then issued and outstanding FACT Class A Ordinary Share will convert automatically, on a one-for-one basis, into a share of Complete Solaria Common Stock, (ii) each then issued and outstanding FACT Class B Ordinary Share will convert automatically, on a one-for-one basis, into a share of Complete Solaria Common Stock, and (iii) each then issued and outstanding warrant of FACT will convert automatically into a warrant to acquire one share of Complete Solaria Common Stock.

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Represents pro forma Transaction Accounting Adjustments to retained earnings (accumulated deficit) balance to reflect the following (in thousands):

Conversion of Legacy Complete Solaria Preferred Stock to Complete Solaria Common Stock $ 155,627 155,626 Reclassification of FACT Class A Ordinary Shares subject to redemption, assuming no redemptions, to permanent equity 116,571 118,379 Reduction in additional paid-in capital for SPAC related expenses (2,730 (5,162 ) Elimination of FACT's historical accumulated deficit (17,241 (18,715 ) 2022 Convertible Notes (1) 40,512 40,935 Reclassification of Legacy Complete Solaria liability classified warrants to Complete Solaria equity classified warrants 13,943 4,735 Redemption of FACT Class A Ordinary Shares in connection with the Special Meeting held on July 11, 2023 (103,148 (104,956 ) Conversion of FACT convertible promissory note at closing pursuant to working capital lending arrangements 1,500 PIPE financing 16,300 Total $ 221,334 (1) Includes $10.3 million from the issuance of the 2022 Convertible Notes 208,642 (J) Represents pro forma Transaction Accounting Adjustments to investors subsequent retained earnings (accumulated deficit) balance to reflect the balance sheet date, as described following (in Note A above. thousands):

Reclassification of FACT's historical accumulated deficit to additional paid-in capital in connection with the consummation of the Business Combination $ 17,241 18,715 Estimated transaction costs of FACT to be incurred subsequent to March 31, June 30, 2023 (2,938 (2,780 ) Reflects the gain upon extinguishment of transaction costs incurred by FACT as of March 31, June 30, 2023 3,376 4,385 Reflects the repayment of the Sponsor working capital loans of $1.3 million, which had a fair value of $1.2 million as of March 31, June 30, 2023. The difference between the fair value and the repayment amount is recorded within accumulated deficit (151 (136 ) Reflects the transaction costs of FACT incurred subsequent to March 31, June 30, 2023, financed through FACT promissory notes (150 (K) Represents the reclass of deferred offering costs from prepaid expenses and other current assets to additional paid-in capital.

1 unchanged paragraph

Represents the Transaction Accounting Adjustments to accounts payable for $4.1 $7.4 million of transaction costs paid at the Closing. Amounts include $1.6 $4.8 million and $2.5 $2.6 million recorded as of March 31, June 30, 2023 by Complete Solaria and FACT, respectively, as described in Note A above (4,121 (7,383 ) Reflects the extinguishment of transaction costs incurred by FACT as of March 31, June 30, 2023 as described in Note J above (3,376 (4,385 ) Reflect the reclassification of FACT promissory notes to Accounts Payable in connection with the consummation of the Business Combination (6,997 (11,268 (M) Represents Reflects the settlement reclass of FACT Promissory prefunded PIPE proceeds received in June 2023. The unaudited pro forma condensed combined balance sheet reflects the reclassification with a corresponding increase of $3.5 million to additional paid-in-capital, as noted in Note — Related Party at Closing. I below and an increase of less than $0.1 million to New Complete Solaria Common Stock.

Represents the settlement of FACT Promissory Note — Related Party at Closing.

1 unchanged paragraph

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022, and the three six months ended March 31, June 30, 2023 are as follows:

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Reflects the intangible assets amortization expense resulting from the fair value adjustments recognized for intangible assets of customer relationships and trademarks acquired in the Required Transaction for the year ended December 31, 2022 $ 1,411 Represents change in stock-based compensation expense, related to stock options replaced by Legacy Complete Solaria to Solaria employees, that are recognized ratably over the post-combination period Total $ 1,640 (CC) Represents changes in stock-based compensation expense, related to stock options replaced by Legacy Complete Solaria to Solaria employees, that are recognized ratably over the post-combination period. The pro forma Transaction Accounting Adjustments are $1.2 million for the year ended December 31, 2022.

Reflects the elimination of historical investment income earned on FACT's Trust Account. The pro forma Transaction Accounting Adjustments are $(2.8) $(4.2) million and $(4.8) million for the three six months ended March 31, June 30, 2023, and the year ended December 31, 2022, respectively.

Reflects the elimination of change in fair value of Legacy Complete Solaria's Preferred Stock warrant liability. The pro forma Transaction Accounting Adjustments are $(0.2) $(9.4) million and $5.2 million for the three six months ended March 31, June 30, 2023, and the year ended December 31, 2022, respectively.

Reflects interest expense of $0.3 $0.7 million and $0.2 million associated with the 2022 Convertible Notes, which was assumed in the Required Transaction and converted into Complete Solaria Common Stock upon the Close of the Business Combination.

Reflects change in fair value on FACT promissory note. The pro forma adjustments are $0.3 million and $0.2 million for the three six months ended March 31, June 30, 2023, and the year ended December 31, 2022, respectively.

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For the Three Months

ended March 31, 2023

Pro forma loss attributable to common stockholders – Complete Solaria (61,962 (25,793 (50,137 ) Complete Solaria common stock Weighted average shares outstanding – basic and diluted 47,483,649 47,483,649 47,515,395 47,515,395 Net loss per share – basic and diluted $ (1.30 ) $ (0.54 (1.06 ) The following summarizes the number of shares of Complete Solaria Common Stock outstanding used for pro forma presentation purposes for the year ended December 31, 2022, and for the three six months ended March 31, June 30, 2023:

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Excludes approximately 1,188,630 1,156,884 shares of Complete Solaria Common Stock which remain reserve for non-penny warrants outstanding. At the Closing, Legacy Complete Solaria warrants converted into Complete Solaria Warrants, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Complete Solaria warrants.

6 unchanged paragraphs

Private Placement Warrants in Connection with Promissory Notes held by the Sponsor and its affiliates 716,667 Aggregate Warrant Consideration 6,266,572 Shares issuable upon achievement of trading price targets 666,666 Options (unvested and vested) 7,624,716 Warrants (non-penny warrants) 1,188,630 1,156,884

Index to Financial Statements 240 changes

FREEDOM ACQUISITION I CORP.

Prepaid expenses — short term

Total current assets

Cash and marketable securities held in Trust Account

Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit

Current liabilities:

Accounts payable and accrued expenses

Promissory Note — Related Party

Convertible Promissory Note — Related Party

Total current liabilities

Deferred underwriters' discount payable

Commitments and Contingencies (See Note 6)

Class A Ordinary shares subject to possible redemption 11,243,496 and 34,500,000 shares subject to possible redemption at redemption value at March 31, 2023 and December 31, 2022, respectively 116,571,577 349,927,313 Shareholders' Deficit:

Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2023 and December 31, 2022 — — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized at March 31, 2023 and December 31, 2022 — — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 capital ( 17,378,444 ( 17,548,599 ( 15,325,161 ( 11,490,298 ) Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit $ 116,619,118 $ 350,120,913 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

For the Three Months Ended

Loss from operations

Other income (expense):

Foreign currency exchange gain

Interest income on operating accounts

Interest income on marketable securities held in Trust Account

Change in fair value of warrant liabilities

Change in fair value of convertible note

Total other income, net

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 26,489,426 34,500,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.03 Weighted average shares outstanding, Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income per share, Class B ordinary shares $ 0.00 $ 0.03 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2023 Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholders' Deficit Class A Class B Shares Amount Shares Amount Balance as of December 31, 2022 — $ — 8,625,000 $ $ 6,057,438 $ ( 17,548,599 ) $ ( 11,490,298 ) Proceeds received on convertible note less than fair value — — — — 12,198 — 12,198 Accretion of Class A ordinary shares subject to possible redemption ( 4,017,216 ( 4,017,216 ) Net income — — — — — 170,155 170,155 Balance as of March 31, 2023 — $ — 8,625,000 $ $ 2,052,420 $ ( 17,378,444 ) $ ( 15,325,161 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2022 Ordinary Shares Additional Paid-In Capital Accumulated Deficit Total Shareholders' Deficit Class A Class B Shares Amount Shares Amount Balance as of December 31, 2021 — $ — 8,625,000 $ $ — $ ( 21,923,351 ) $ ( 21,922,488 ) Net income — — — — — 1,295,281 1,295,281 Balance as of March 31, 2022 — $ — 8,625,000 $ $ — $ ( 20,628,070 ) $ ( 20,627,207 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account ( 2,817,216 ( 109,863 ) Change in fair value of warrant liabilities 769,055 ( 2,382,667 ) Change in fair value of convertible note 257,725 — Changes in current assets and current liabilities:

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account in connection with redemptions

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of Convertible Promissory Note — Related Party

Proceeds from issuance of Promissory Note — Related Party

Redemption of ordinary shares

Net cash used in financing activities

Supplemental disclosure of noncash financing activities:

Accretion of carrying value to redemption value

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

Freedom Acquisition I Corp. (the "Company" or "Freedom") was incorporated in Cayman Islands on December 23, 2020. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a "Business Combination"). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

On October 3, 2022, the Company entered into a Business Combination Agreement with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of the Company, Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Complete Solar Holding Corporation, a Delaware corporation, and The Solaria Corporation, a Delaware corporation.

The Company's sponsor is Freedom Acquisition I LLC, a Cayman Islands limited liability company (the "Sponsor").

As of March 31, 2023, the Company had not yet commenced any operations. All activity through March 31, 2023, relates to the Company's formation and the Initial Public Offering ("IPO" or "Initial Public Offering") described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO, its operating cash account, and changes in the fair value of warrant liabilities and promissory note.

The registration statement for the Company's IPO was declared effective on February 25, 2021 (the "Effective Date"). On March 2, 2021, the Company consummated the IPO of 34,500,000 units (the "Units" and, with respect to the Class A ordinary shares included in the Units being offered, the "public share"), at $ 10.00 per Unit, generating gross proceeds of $ 345,000,000 , which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 6,266,667 warrants (the "Private Placement Warrants"), at a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4.

Transaction costs amounted to $ 19,175,922 , consisting of $ 6,405,000 of underwriting fees, $ 12,075,000 of deferred underwriting fees and $ 695,922 of other offering costs. Of the total transaction cost, $ 575,278 was expensed as non-operating expenses in the consolidated statement of operations with the rest of the offering costs charged to shareholders' deficit for the year ended December 31, 2021. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Following the closing of the IPO on March 2, 2021, an amount of $ 345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the "Trust Account"). The funds in the Trust Account were, since the IPO and until the 24-month anniversary of the consummation of the IPO, invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. To mitigate the risk of the Company being deemed to have been operating as an unregistered investment company, prior to the 24-month anniversary of the consummation of the IPO, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and to hold all the funds in the Trust Account in cash in a bank deposit account. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of (a) the completion of the Company's initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's amended and restated certificate of incorporation, and (c) the redemption of the Company's public shares if the Company is unable to complete the initial Business Combination during the Extension Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public shareholders.

Initial Business Combination

The Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company's Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The Class A ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

On February 28, 2023, the Company held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting"), at which holders of 35,373,848 ordinary shares, comprised of 26,773,848 Class A ordinary shares and 8,600,000 Class B ordinary shares, were present in person or by proxy, representing approximately 82.02 % of the voting power of the 43,125,000 issued and outstanding ordinary shares of the Company entitled to vote at the Extraordinary General Meeting at the close of business on January 23, 2023, which was the record date (the "Record Date") for the Extraordinary General Meeting (such shares, the "Outstanding Shares"). The Outstanding Shares on the Record Date were comprised of 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares.

At the Extraordinary General Meeting, the shareholders approved, by special resolution, a proposal (the "Extension Amendment Proposal") to amend the amended and restated memorandum and articles of association to extend the date by which the Company must (i) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which Freedom refers to as its initial business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (iii) redeem all of the Class A ordinary shares, included as part of the units sold in the initial public offering, for an additional three months, from March 2, 2023 to June 2, 2023, and thereafter to up to three (3) times by an additional one month each time (or up to September 2, 2023) (the "Extension Amendment," and such period, as may be extended, the "Extension Period"). However, if the Company is unable to complete a Business Combination within the Extension Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

In connection with the Extension Amendment, public shareholders elected to redeem an aggregate of 23,256,504 Class A ordinary shares at a redemption price of $ 10.21 per share, representing approximately 67.41 % of the issued and outstanding Class A ordinary shares, for an aggregate redemption amount of approximately $ 237,372,952 . Following such redemptions, approximately $ 114,759,374 remained in the Trust Account and 11,243,496 Class A ordinary shares remained outstanding.

The Company's Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company's amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Extension Period.

The Company's Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company's Sponsor's only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

As of March 31, 2023, the Company had cash outside the Trust Account of $ 47,541 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company's use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem ordinary shares. The Company may elect to withdraw from the interest income earned on the Trust Account to pay the Company's tax obligations. For the three months ended March 31, 2023, the Company had $ 2,817,216 in interest income earned on the Trust Account.

The Company may raise additional capital through loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain of its directors and officers. The Sponsor may, but is not obligated to, lend the Company funds, from time to time in whatever amounts it deems reasonable in its sole discretion, to meet the Company's working capital needs. There can be no assurance that the Company will be able to obtain additional financing, however. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of its Business Combination.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Codification ("ASC") Topic 205-40, "Presentation of Financial Statements — Going Concern," pursuant to its Amended and Restated Certificate of Incorporation, the Company has until the end of the Extension Period to consummate a Business Combination. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination during the Extension Period, it is uncertain that the Company will be able to do so. This, as well as its liquidity condition, raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate at the end of the Extension Period.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 6, 2023, which contains the audited consolidated financial statements and notes thereto. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

and 160 more changes in the filing

Notes to the financial statements 185 changes

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The Company cannot predict the full effects these events will have on the Company's business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. In the event the Company is unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect the Company's business, prospects, financial condition and results of operations. For additional information on risk factors that could impact the Company's results, please refer to "Risk Factors" located elsewhere in this proxy statement/prospectus. prospectus.

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Accounts receivable, net of allowance for doubtful accounts credit losses of $8,192 $10,470 and $5,396 as of April July 2, 2023 and December 31, 2022, respectively 28,139 24,263 27,717 Inventories 6,955 7,977 13,059 Prepaid expenses and other current assets 12,035 15,028 10,071 Total current assets 50,478 49,813 55,256 Restricted cash 3,758 3,767 3,907 Property and equipment, net 3,706 3,942 3,476 Operating lease right-of-use assets 1,934 1,698 2,182 Intangible assets, net 41,859 41,121 42,610 Goodwill 119,422 119,422 Other noncurrent assets 2,177 5,360 1,330 Total assets $ 223,334 225,123 $ 228,183 Liabilities, mezzanine equity and stockholders' deficit Current liabilities Accounts payable $ 17,183 15,071 $ 14,474 Accrued expenses and other current liabilities 18,643 28,265 19,830 Notes payable, net 25,496 27,159 20,403 Deferred revenue, 4,257 current 4,040 5,407 Total current liabilities 65,579 74,535 60,114 Warranty provision, noncurrent 3,338 3,215 3,214 Redeemable convertible preferred stock warrant liability 13,943 4,735 14,152 Long-term debt with CS Solis 26,290 27,381 25,204 Convertible notes, net, noncurrent 14,560 21,524 3,434 Convertible notes due to related parties, noncurrent 15,703 19,412 15,510 Deferred revenue, noncurrent 1,035 — Operating lease liabilities, net of current portion 1,076 1,274 Total liabilities 140,489 152,753 122,902 Commitments and contingencies (Note 14) Redeemable convertible preferred stock:

Redeemable convertible preferred stock, $0.0001 par value. Authorized 36,698,015 shares as of April July 2, 2023 and December 31, 2022, respectively; issued and outstanding 34,311,133 shares as of April July 2, 2023 and December 31, 2022, respectively; liquidation preference of $158,007 as of April July 2, 2023 and December 31, 2022, respectively 155,630 155,630 Total redeemable convertible preferred stock 155,630 155,630 Stockholders' deficit:

Common stock, $0.0001 par value. Authorized 60,000,000 shares as of April July 2, 2023 and December 31, 2022, respectively; issued and outstanding 7,097,070 7,098,948 and 6,959,618 shares as of April July 2, 2023 and December 31, 2022, respectively paid-in capital 36,074 37,096 34,997 Accumulated other comprehensive income Accumulated deficit (108,887 (120,397 ) (85,373 ) Total stockholders' deficit (72,785 (83,260 ) (50,349 ) Total liabilities, mezzanine equity and stockholders' deficit $ 223,334 225,123 $ 228,183 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss ( in thousands except share and per share data ) Thirteen Weeks Ended Three Months Ended April 2, 2023 March 31, 2022 Product revenues $ 18,721 $ — Service revenues 16,677 20,302 Total revenues 35,398 20,302 Cost of product revenues 19,489 — Cost of service revenues 13,818 13,410 Total cost of revenues 33,307 13,410 Gross profit 2,091 6,892 Operating expenses:

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss ( in thousands except share and per share data ) Thirteen Weeks Ended Three Months Ended Twenty-Six Weeks Ended Six Months Ended July 2, 2023 June 30, 2022 July 2, 2023 June 30, 2022 Product revenues $ 6,554 $ — $ 25,275 $ — Service revenues 25,620 16,412 42,297 36,714 Total revenues 32,174 16,412 67,572 36,714 Cost of product revenues 7,046 — 26,535 — Cost of service revenues 19,588 12,116 33,406 25,526 Total cost of revenues 26,634 12,116 59,941 25,526 Gross profit 5,540 4,296 7,631 11,188 Operating expenses:

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Other income (expense), net 2

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Net loss attributable per share attributable to common stockholders, basic and diluted (2.72) $ (0.19) (0.99 (0.66 (3.02 (0.91 ) Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted 8,656,515 6,260,086 11,677,965 8,315,343 11,609,141 7,293,392 1.

Includes interest expense to related parties of $0.2 million and $0.1 $0.4 million during the thirteen and twenty-six weeks ended April July 2, 2023, respectively; and zero and $0.1 million during the three and six months ended March 31, June 30, 2022, respectively.

Other income (expense), net includes other income from related parties of zero and $1.4 million during the thirteen and twenty-six weeks ended April July 2, 2023 respectively; and zero and $1.4 million during the three and six months ended March 31, June 30, 2022, respectively.

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Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit ( in thousands except number of shares ) Three Month Period Ended June 30, 2022 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Income Total Stockholders' Deficit Shares Amount Shares Amount Balance as of April 1, 2022 19,335,921 $ 42,959 3,739,572 $ — $ 6,600 $ (57,102 ) $ — $ (50,502 ) Exercise of common stock options — — 191,496 — — — Stock-based compensation — — — — — — Net loss — — — — — (5,457 ) — (5,457 ) Balance as of June 30, 2022 19,335,921 $ 42,959 3,931,068 $ — $ 6,703 $ (62,559 ) $ — $ (55,856 ) Thirteen Week Period Ended July 2, 2023 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' Deficit Shares Amount Shares Amount Balance as of April 3, 2023 34,311,133 $ 155,630 7,097,070 $ — $ 36,074 $ (108,887 ) $ $ (72,785 ) Exercise of common stock options — — 1,878 — — — Stock-based compensation — — — — 1,020 — — 1,020 Foreign currency translation — — — — — — Net loss — — — — — (11,510 ) — (11,510 ) Balance as of July 2, 2023 34,311,133 $ 155,630 7,098,948 $ — $ 37,096 $ (120,397 ) $ $ (83,260 ) Six Month Period Ended June 30, 2022 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' Deficit Shares Amount Shares Amount Balance as of January 1, 2022 16,564,370 $ 31,401 3,739,572 $ — $ 3,105 $ (55,896 ) $ — $ (52,791 ) Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs (1) 2,771,551 11,558 — — — — — — Issuance of common stock options — — 191,496 — — — Issuance of common stock warrants — — — — 3,447 — — 3,447 Stock-based compensation — — — — — — Net loss — — — — — (1,206 (6,663 ) — (1,206 (6,663 ) Balance as of March 31, June 30, 2022 19,335,921 $ 42,959 3,739,572 3,931,068 $ — $ 6,600 6,703 $ (57,102 (62,559 ) $ — $ (50,502 (55,856 ) Twenty-Six Week Period Ended July 2, 2023 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' Deficit Shares Amount Shares Amount Balance as of January 1, 2023 34,311,133 $ 155,630 6,959,618 $ — $ 34,997 $ (85,373 ) $ $ (50,349 ) Exercise of common stock options — — 137,452 139,330 — — — Stock-based compensation — — — — 1,022 2,042 — — 1,022 2,042 Foreign currency translation — — — — — — Net loss — — — — — (23,514 (35,024 ) — (23,514 (35,024 ) Balance as of April July 2, 2023 34,311,133 $ 155,630 7,097,070 7,098,948 $ — $ 36,074 37,096 $ (108,887 (120,397 ) $ $ (72,785 (83,260 ) (1) Includes 1,315,287 shares of Series D-1 redeemable convertible preferred stock with a carrying value of $6.3 million, issued to related parties.

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interest expense (1)

Gain on extinguishment of convertible notes and SAFEs (2)

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Provision for doubtful accounts

Provision for credit losses

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Change in fair value of redeemable convertible preferred stock warrant liability (209 (9,416 ) Accretion of long-term debt in CS Solis 1,508 1,017 Non-cash lease expense Changes in operating assets and liabilities:

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Operating lease right-of-use

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Capitalization of internal-use software costs

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Proceeds from issuance of convertible notes, net of issuance cost

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Proceeds from issuance of convertible notes, net of issuance cost

Proceeds from issuance of convertible notes, net of issuance cost, due to related parties 3,500 — Repayment of convertible notes to related parties — (500 ) Proceeds from issuance of long-term debt with CS Solis, net of issuance cost — 25,000 Principal repayment of notes payable (9,603 ) (9,507 ) Repayment of convertible notes to related parties — (500 ) Net cash provided by financing activities 15,554 14,993 25,806 15,012 Effect of exchange rate changes — Net increase decrease in cash, cash equivalents and restricted cash (1,209 (2,004 ) 7,243 (2,677 ) Cash, cash equivalents, and restricted cash at beginning of period 8,316 5,276 Cash, cash equivalents, and restricted cash at end of period $ 7,107 6,312 $ 12,519 2,599 Supplemental disclosures of cash flow information:

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Issuance of Series D-1,

redeemable convertible preferred stock upon conversion of convertible debt, net of issuance costs of $1,431 (1) Non-cash right-of-use assets obtained in exchange for new operating lease liabilities interest expense to related parties of $0.2 million and $0.1 $0.4 million during the thirteen and twenty-six weeks ended April July 2, 2023, respectively, and zero and $0.1 million during the three and six months ended March 31, June 30, 2022, respectively.

Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of zero and $1.4 million during the thirteen and twenty-six weeks ended April July 2, 2023, respectively, and zero and $1.4 million during the three and six months ended March 31, June 30, 2022, respectively.

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Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company incurred net losses of $23.5 $11.5 million and $1.2 $35.0 million during the thirteen and twenty-six weeks ended April July 2, 2023, respectively, and net losses of $5.5 million and $6.7 million during the three and six months ended March 31, June 30, 2022, respectively, and had an accumulated deficit of $108.9 $120.4 million as of April July 2, 2023. The Company had cash and cash equivalents of $3.3 $2.5 million as of April July 2, 2023. Historically, the Company's activities have been financed through private placements of equity securities and debt. The Company expects to incur significant operating expenses as it continues to grow its business. The Company believes that its operating losses and negative operating cash flows will continue into the foreseeable future. The Company's history of recurring losses, negative operating cash flows since inception and the need to raise additional funding to meet its obligations and finance its operations raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern requires that the Company obtains sufficient funding to meet its obligations and finance its operations. In the event the Company does not complete its merger with Freedom Acquisition I Corp., the Company plans to continue to fund its operations and capital funding needs through a combination of private equity offerings, debt financings and other sources. If the Company is not able to secure adequate additional funding when needed, the Company will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact the Company's business, results of operations and future prospects. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms that are favorable, or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company's ability to achieve its intended business objectives.

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Effective January 1, 2023, the Company changed its fiscal quarters to four thirteen week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Since the fiscal quarter change was made after the end of fiscal 2022, the Company will continue to report prior year financial information based on its prior year fiscal calendar. The Company's financial results for the thirteen and twenty-six weeks ended April July 2, 2023 are compared to its results for the three and six months ended March 31, June 30, 2022. The comparison of these two quarters periods is primarily affected by the difference of two days between the first quarter two quarters of fiscal 2023 and first quarter two quarters of 2022, which the Company notes is immaterial.

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At the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended (the "DGCL"), each of the legal entities of Complete Solar and Solaria will merge with merger subsidiaries, with Complete Solar and Solaria being the surviving entities of such transactions and wholly owned subsidiaries of Freedom.

Further at the Closing, all outstanding shares of capital stock of Complete Solaria and all options and warrants to acquire shares of capital stock of Complete Solaria will convert into the right to receive shares of common stock, par value $0.0001 per share, of Freedom (after domestication, as defined in the Business Combination Agreement) ("Freedom Common Stock") or comparable equity awards that are settled or are exercisable for shares of Freedom Common Stock. Freedom will be renamed Complete Solaria, Inc. at the Closing.

In October 2022, Freedom Acquisition I Corp. ("Freedom") entered into a business combination agreement, as amended on December 26, 2022 and January 17, 2023 ("Original Business Combination Agreement") and as amended and restated on May 26, 2023 ("Amended and Restated Business Combination Agreement"), the Business Combination Agreement, with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of Freedom ("First Merger Sub"), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Freedom ("Second Merger Sub"), Complete Solar Holding Corporation, a Delaware corporation and Solaria, a Delaware corporation.

The transactions contemplated by the Business Combination Agreement were consummated on July 18, 2023. See Note 17 – Subsequent Events for additional information relating to this business combination.

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The reserve methodology for the allowance for credit losses;

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The ongoing COVID-19

pandemic has resulted and may continue to result in widespread adverse effects on the global and U.S. economies. Ongoing government and business responses to COVID-19, along with COVID-19 variants and the resurgence of related disruptions, could have a continued material adverse impact on economic and market conditions and trigger a period of continued global and U.S. economic slowdown.

Supply Chain Constraints and Risk COVID-19

The Company relies on a very small number of suppliers of solar energy systems and other equipment. If any of the Company's suppliers was unable or unwilling to provide the Company with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to the Company, the Company would have very limited alternatives for supply, and the Company may not be able find suitable replacements for the Company's customers, or at all. Such an event could materially adversely affect the Company's business, prospects, financial condition and results of operations.

In addition, the global supply chain and the Company's industry have experienced significant disruptions in recent periods. The Company has seen supply chain challenges and logistics constraints increase, including shortages of panels, inverters, batteries and associated component parts for inverters and solar energy systems available for purchase. In certain cases, this has caused delays in critical equipment and inventory, longer lead times, and has resulted in cost volatility. These shortages and delays can be attributed in part to the COVID-19 pandemic and resulting government action, broader macroeconomic conditions, and have been exacerbated by the ongoing conflict in Russia and Ukraine. While the Company believes that a majority of the Company's suppliers have secured sufficient supply to permit them to continue delivery and installations through the end of 2023, if these shortages and delays persist into 2024, they could adversely affect the timing of when battery energy storage systems can be delivered and installed, and when (or if) the Company can begin to generate revenue from those systems. In addition, the Company has experienced and is experiencing varying levels of volatility in costs of equipment and labor resulting in part from disruptions caused by general global economic conditions, including inflationary pressures and the COVID-19 pandemic.

The Company cannot predict the full effects these events will have on the Company's business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. In the event the Company is unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect the Company's business, prospects, financial condition and results of operations. For additional information on risk factors that could impact the Company's results, please refer to "Risk Factors" located elsewhere in this proxy statement/prospectus.

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The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of April July 2, 2023 and December 31, 2022, was $3.8 million and $3.9 million, respectively. The restricted cash consists of deposits in money market accounts, which is used as cash collateral backing letters of credit related to customs duty authorities' requirements. The Company has presented these balances under restricted cash, as a long term asset, in the unaudited condensed consolidated balance sheets. The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands):

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The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. As of April July 2, 2023, the Company has deferred $1.3 $1.0 million associated with a long-term service contract.

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Incremental costs of obtaining customer contracts consist of sales commissions, which are costs paid to third-party vendors who source residential customer contracts for the sale of solar energy systems by the Company. The Company defers sales commissions and recognizes expense in accordance with the timing of the related revenue recognition. Amortization of deferred commissions is recorded as sales commissions in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of April July 2, 2023 and December 31, 2022, deferred commissions were $4.4 $5.5 million and $2.8 million, respectively, which were included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets.

The Company typically invoices its customers upon completion of set milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a customer agreement, the Company records deferred revenue. As installation projects are typically completed within 12-months, the majority of the Company's deferred revenue is reflected in current liabilities in the accompanying unaudited condensed consolidated balance sheets. The Company also has deferred revenue associated with a long-term service contract which is reflected in non-current liabilities in the accompanying unaudited condensed consolidated balance sheets. The amount of revenue recognized during the thirteen twenty-six weeks ended April July 2, 2023 and the three six months ended March 31, June 30, 2022 that was included in deferred revenue at the beginning of each period the year was $5.4 $2.5 million and $3.9 $1.7 million, respectively.

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Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of July 2, 2023 and December 31, 2022 include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and the redeemable convertible preferred stock warrant liability.

The Company's financial instruments include cash, accounts receivable, accounts payable, accrued expenses, convertible notes, notes payable, common stock warrants and redeemable convertible preferred stock warrants. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses convertible notes and notes payable approximate their fair value because of their short- term nature (classified as Level 1).

The redeemable convertible preferred stock warrant liability is measured at fair value using Level 3 inputs. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date within the condensed consolidated statements of operations and comprehensive loss as a component of other income (expense), net.

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In June 2016, the FASB issued ASU 2016-13,

Financial instruments—Credit instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for public and private companies' fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company adopted ASU 2016-13 under the private company transition guidance beginning January 1, 2023. The adoption did not have a material impact on the Company's unaudited condensed consolidated financial statements.

1 unchanged paragraph

On November 4, 2022, the Complete Solar Holdings acquired Solaria for aggregate consideration paid of $89.1 million, comprising of $0.1 million in cash, 2,844,550 2,884,550 shares of common stock with an aggregate fair value of $17.3 million, 6,803,549 shares of preferred stock with an aggregate fair value of $52.2 million, 78,962 common stock warrants for an aggregate value of $0.2 million, 1,376,414 preferred stock warrants for an aggregate fair value of $7.8 million, 5,382,599 stock options with an aggregate fair value of $10.0 million attributable to services provided prior to the acquisition date, and the payment of seller incurred transaction expenses of $1.5 million. In addition, the Company assumed $14.1 million of unvested Solaria stock options, which will be recorded as stock-based expense over the remaining service period. Solaria designs, develops, manufactures, and generates revenue from the sale of silicon photovoltaic solar panels and licensing of its technology to third parties. The Company believes that the acquisition of Solaria will establish the Company as a full system operator, with a compelling customer offering with best-in-class technology, financing, and project fulfilment, that will enable the Company to sell more product across more geographies in the United States and Europe. This transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations .

4 unchanged paragraphs

Operating lease right-of-use

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Furniture & equipment

Furniture and equipment

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Depreciation and amortization expense on tangible assets totaled $0.3 million and $0.1 $0.5 million for the thirteen and twenty-six weeks ended April July 2, 2023, respectively, and $0.1 million and $0.3 million for the three and six months ended March 31, June 30, 2022, respectively. There were no impairment charges recognized for the thirteen or twenty-six weeks ended April July 2, 2023 or for the three or six months ended March 31, June 30, 2022.

1 unchanged paragraph

The goodwill balances as of April July 2, 2023 and December 31, 2022 was $119. 4 $119.4 million. There were no impairments of goodwill recognized during the thirteen or twenty-six weeks ended April July 2, 2023. See Note 3 for additional information regarding the Company's acquisitions including recognition of goodwill.

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Amortization expense related to intangible assets for the thirteen and twenty-six weeks ended April July 2, 2023 and the three and six months ended March 31, June 30, 2022 were as follows (in thousands):

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For the thirteen weeks ended April July 2, 2023, amortization expense related to intangible assets of $0.3 million, $0.4 million, and zero was recorded in cost of revenue, sales and marketing expense, and general and administrative expense, respectively, on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. For the twenty-six weeks ended July 2, 2023, amortization expense related to intangible assets of $0.6 million, $0.9 million, and less than $0.1 million was recorded in cost of revenue, sales and marketing expense, and general and administrative expense, respectively, on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. For the three and six months ended March 31, June 30, 2022, amortization expense related to intangible assets of less than $0.1 million was recorded to general and administrative expense on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. No impairment expense was incurred for the thirteen or twenty-six weeks ended April July 2, 2023 or for the three or six months ended March 31, June 30, 2022.

The expected future amortization expense of intangible assets as of April July 2, 2023 is presented below (in thousands):

weeks ended July 2, 2023)

4 unchanged paragraphs

Accrued term loan and revolving loan amendment and final payment fees

1 unchanged paragraph

Inventory received but not invoiced

Accrued term loan and revolving loan amendment and final payment fees

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Operating lease liabilities, current

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Warranty provision, current

Inventory received but not invoiced

Operating lease liabilities, current

Accrued warranty, current

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The Company sponsors a 401(k) defined contribution and profit-sharing plan ("401(k) Plan") for its eligible employees. This 401(k) Plan provides for tax-deferred salary deductions for all eligible employees. Employee contributions are voluntary. Employees may contribute the maximum amount allowed by law, as limited by the annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions in amounts to be determined at the Company's sole discretion. The Company made no contributions to the 401(k) Plan for the thirteen or twenty-six weeks ended April July 2, 2023 and for the three or six months ended March 31, June 30, 2022.

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The Company has authorized the issuance of 60,000,000 shares of common stock as of April 2, 2023 and December 31, 2022, respectively.

Change in fair value of redeemable convertible preferred stock warrant liability (116 (29 (145 ) Gain on extinguishment of convertible notes and SAFE agreements (1) — — — 3,236 Other, net — Total other income (expense), net $ 9,384 $ 3,205 (29 ) $ 9,701 $ 3,176 (1) Includes $1.4 million of other income recognized upon the conversion of related party convertible notes and SAFEs (10) Common Stock The Company has authorized the issuance of 60,000,000 shares of common stock as of July 2, 2023 and December 31, 2022, respectively.

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The following assumptions were used to calculate the fair value of the common stock warrants issued:

Risk-free interest rate

In January 2020, the Company issued a warrant to purchase 358,341 shares of common stock in conjunction with the Series C-1 preferred stock financing. The warrant is immediately exercisable at an exercise price of $0.01 per share and has an expiration date of January 2030. The warrant remains outstanding as of April July 2, 2023. At issuance, the relative fair value of the warrant was determined to be $0.1 million using the Black-Scholes model which with the following weighted average assumptions: expected term of 10 years; expected volatility of 62.5%; risk-free interest rate of 1.5%; and no dividend yield. The fair value of the warrant was recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification.

In May and August 2021, the Company issued warrants to purchase 5,122 and 5,229 shares of common stock, respectively, in conjunction with the Fifth and Sixth Amendments to the Loan and Security Agreement with Silicon Valley Bank. The warrants are immediately exercisable at exercise prices of $0.38 and $0.62 per share, respectively, and have expiration dates in 2033. The warrants remain outstanding as of April July 2, 2023. At issuance, the relative fair value of the warrants were determined to be less than $0.1 million in aggregate using the Black-Scholes model which with the following weighted average assumptions: expected term of 12 years; expected volatility of 73.0%; risk-free interest rate of 1.7% and 1.3% for the May and August 2021 warrants, respectively; and no dividend yield. The fair value of the warrant was recorded within additional paid-in-capital on the accompanying unaudited condensed consolidated balance sheets. The warrants are not remeasured in future periods as they meet the conditions for equity classification.

In October 2021, the Company issued a warrant to purchase 50,000 shares of common stock in conjunction with the issuance of a short-term promissory note. The warrant is immediately exercisable at an exercise price of $0.01 per share and has an expiration date of October 2031. The warrant remains outstanding as of April July 2, 2023. At issuance, the relative fair value of the warrant was determined to be less than $0.1 million using the Black-Scholes model which with the following weighted average assumptions: expected term of 10 years; expected volatility of 73.0%; risk-free interest rate of 1.5%; and no dividend yield. The fair value of the warrant was recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification.

In February 2022, as part of a debt financing from CRSEF Solis Holdings, LLC ("Carlyle") (refer to Note 12—Borrowing Arrangements), the company issued a warrant to purchase 5,978,960 shares of common stock in conjunction with the redeemable investment in CS Solis. The warrant contains two tranches, the first of which is immediately exercisable for 4,132,513 shares. The second tranche, which is determined to be a separate unit of account, was exercisable upon a subsequent investment from Carlyle in CS Solis. No subsequent investment was made and the investment period expired on December 31, 2022 and the second tranche of warrants expired prior to becoming exercisable. The vested warrant has an exercise price of $0.01 per share and has an expiration date of February 2029. The warrant remains outstanding as of April July 2, 2023. At issuance, the relative fair value of the warrant was determined to be $3.4 million using the Black-Scholes model which with the following weighted average assumptions: expected term of 7 years; expected volatility of 73.0%; risk-free interest rate of 1.9%; and no dividend yield. The fair value of the warrant was recorded within additional paid-in capital and as a discount on the long-term debt in CS Solis on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification.

In November 2022, the Company issued a warrant to a third-party service provider to purchase 78,962 shares of common stock in conjunction with the merger agreement with Solaria. The warrant is was immediately exercisable at an exercise price of $8.00 per share and has had an expiration date of April 2024. In May 2023, the Company amended the warrant, modifying the shares of common stock to be purchased to 65,732, the exercise price to $0.01, and the expiration date to the earlier of October 2026 or the closing of an IPO. The impact of the modification was not material to the unaudited condensed consolidated financial statements. The warrant remains outstanding as of April July 2, 2023. At issuance and upon the modification, the relative fair value of the warrant was determined to be $0.1 million using the Black-Scholes model which with the following weighted average assumptions: expected term of 1.5 years; expected volatility of 78.5%; risk-free interest rate of 4.7%; and no dividend yield. The fair value of the warrant was recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification.

1 unchanged paragraph

As of April July 2, 2023 and December 31, 2022, the Company's redeemable convertible preferred stock consisted of the following (in thousands, except share data):

As of April July 2, 2023 and December 31, 2022

7 unchanged paragraphs

As of July 2, 2023 and December 31, 2022

Shares designated as:

8 unchanged paragraphs

—All of the redeemable convertible preferred stock instruments are convertible at the option of the holder at any time, or immediately upon (1) upon the date of the written consent/agreement of the preferred stockholders, (2) upon the closing of the sale of shares of common stock to the public in a firm- commitment underwritten public offering resulting in at least $50.0 million of gross proceeds, or (3) upon the effectiveness of a registration statement under the Securities Act that registers shares of capital stock of the Company on a national securities exchange. Given that the conversion price is currently fixed, the Company would issue a fixed number of shares of common stock to settle the redeemable convertible preferred stock, unless a down round of common stock is issued, in which case the conversion price would be adjusted to maintain the value of preferred stock converted to common stock. The conversion price for each outstanding share of Series A, Series A-1, Series A-2, Series B, Series C, Series C-1, Series D-1, Series D-2, Series D-3, Series D-4, Series D-5, Series D-6, Series D-7, and Series D-8 redeemable convertible preferred stock is $1.6875, $0.900633, $1.50, $4.30, $1.5000, $4.3000, $1.5764, $2.6497, $4.9733, $1.8650, $1.5542, $7.0600, $7.4600, $7.9400, $8.0300, $1.35504, $4.81395, $7.72015, $8.17480, and $7.4000 $4.40546 respectively.

1 unchanged paragraph

redeemable convertible preferred stock are entitled to receive noncumulative cash dividends prior to and in preference to any declaration or payment of any dividends on Series A, Series A-2, redeemable convertible preferred stock or common stock of the Company at the rate of $0.3979 per share per annum on each outstanding share of Series D-1 redeemable convertible preferred stock, $0.1492 per share per annum on each outstanding share of Series D-2 redeemable convertible preferred stock, and $0.1243 per share per annum on each outstanding share of Series D-3 redeemable convertible preferred stock, when and if declared by the Board of Directors. The holders of Series C and Series C-1 redeemable convertible preferred stock are entitled to receive non-cumulative cash dividends prior to and in preference to any declaration or payment of any dividends on Series A, Series A-2, Series B redeemable convertible preferred stock or common stock of the Company at the rate of $0.1261 per share per annum on each outstanding share of Series C redeemable convertible preferred stock, and $0.2120 per share per annum on each outstanding share of Series C-1 redeemable convertible preferred stock, when and if declared by the Board of Directors. The holders of Series A, Series A-2, and Series B redeemable convertible preferred stock are entitled to receive non-cumulative dividends in the amount of $0.135, $0.12, and $0.344per share, respectively, per annum, as adjusted for stock splits, combinations, recapitalizations or the like, on a pari passu basis and prior and in preference to any declaration or payment of any dividends declared on common stock of the Company, when and if declared by the Board of Directors. After payment of such dividends, any additional dividends will be distributed to holders of preferred stock and common stock pro rata based on number of common stock held by each holder, assuming conversion of all preferred stock into common stock. To date, no dividends have been declared.

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and 105 more changes in the filing

Note 2: Revision of Previously-Issued Financial Statements 1 change

7 unchanged paragraphs

Condensed Statement of Operations for the Three Months Ended June 30, 2022 (unaudited) Operational Costs $ 824,081 $ ( 205,869 ) $ 618,212 Net Income (Loss) $ 2,025,986 $ 205,869 $ 2,231,855 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.05 $ — $ 0.05 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.05 $ — $ 0.05 Condensed Statement of Operations for the Six Months Ended June 30, 2022 (unaudited) Operational Costs $ 2,022,164 $ ( 205,869 ) $ 1,816,295 Net Income (Loss) $ 3,321,266 $ 205,869 $ 3,527,135 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.08 $ — $ 0.08 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.08 $ — $ 0.08 Condensed Statement of Operations for the Nine Months Ended September 30, 2022 (unaudited) Operational Costs $ 2,508,476 $ ( 205,869 ) $ 2,302,607 Net Income (Loss) $ 6,726,111 $ 205,869 $ 6,931,980 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.16 $ — $ 0.16 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.16 $ — $ 0.16 F-1 60 6 3 As Previously Reported Adjusted As Revised Condensed Statement of Cash Flows for the Six Months Ended June 30, 2022 (unaudited) Net Income (Loss) $ 3,321,266 $ 205,869 $ 3,527,135 Accounts payable and accrued expenses $ 884,539 $ ( 205,869 ) $ 678,670 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2022 (unaudited) Net Income (Loss) $ 6,726,111 $ 205,869 $ 6,931,980 Accounts payable and accrued expenses $ 226,411 $ ( 205,869 ) $ 20,542

Note 5: Private Placement Warrants 1 change

1 unchanged paragraph

The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the F-1 66 6 9 Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

Note 7: Commitments & Contingencies 1 change

19 unchanged paragraphs

The Second Amendment provides that, if the Company and Complete Solaria determine in good faith by January 1, 2023 that it is probable that the Business Combination will be consummated after March 1, 2023, the Company will be required to prepare (with the reasonable cooperation of Complete Solaria) and file with the SEC a proxy statement pursuant to which it will seek the approval of its shareholders for proposals to amend the Company's organizational documents to extend the time period for the Company to consummate its initial business combination for (x) up to an additional six (6) months, from March 2, 2023 to September 2, 2023 (the original Business Combination Agreement provided for an extension from March 1, 2023 to September 2, 2023) or (y) such other period of time as the Company and Complete Solaria may mutually agree (the original Business F- 170 17 3 Combination Agreement contemplated no such prong (y)). In addition, the Second Amendment amends the Business Combination Agreement by changing the latest permitted Agreement End Date (as defined in the Business Combination Agreement) from September 1, 2023 to September 2, 2023.

Note 11: Subsequent Events 60 changes

9 unchanged paragraphs

PART I — FINANCIAL INFORMATION

COMPLETE SOLARIA, INC.

(Successor to Freedom Acquisition I Corp.)

CONDENSED CONSOLIDATED BALANCE SHEETS

Prepaid expenses - short term

Total current assets

Cash and marketable securities held in Trust Account

Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit

Current liabilities:

Accounts payable and accrued expenses

Promissory Note - Related Party

Convertible Promissory Note – Related Party

Total current liabilities

Deferred underwriters' discount payable

Commitments and Contingencies (See Note 6)

Class A Ordinary shares subject to possible redemption 11,243,496 and 34,500,000 shares subject to possible redemption at redemption value at June 30, 2023 and December 31, 2022, respectively 118,379,628 349,927,313 Shareholders' Deficit:

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2023 and December 31, 2022 — — Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized at June 30, 2023 and December 31, 2022 — — Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2023 and December 31, 2022 paid-in capital (20,033,938 (17,548,599 (19,788,706 (11,490,298 ) Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit $ 118,382,879 $ 350,120,913 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COMPLETE SOLARIA, INC.

(Successor to Freedom Acquisition I Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

Loss from operations

Other (expense) income:

Foreign currency exchange gain

Interest income on operating accounts

Interest income on marketable securities held in Trust Account

Change in fair value of warrant liabilities

Change in fair value of convertible note

Total other (expense) income, net

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 11,243,496 34,500,000 18,824,345 34,500,000 Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption (0.13 (0.09 ) $ 0.08 Weighted average shares outstanding, Class B ordinary shares 8,625,000 8,625,000 8,625,000 8,625,000 Basic and diluted net (loss) income per share, Class B ordinary shares (0.13 (0.09 ) $ 0.08 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COMPLETE SOLARIA, INC.

(Successor to Freedom Acquisition I Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholders' Deficit Class A Class B Shares Amount Shares Amount Balance as of December 31, 2022 — $ — 8,625,000 $ $ 6,057,438 $ (17,548,599 ) $ (11,490,298 ) Proceeds received on convertible note less than fair value — — — — 12,198 — 12,198 Accretion of Class A ordinary shares subject to possible redemption (4,017,216 (4,017,216 ) Net income — — — — — 170,155 170,155 Balance as of March 31, 2023 — — 8,625,000 2,052,420 (17,378,444 ) (15,325,161 ) Accretion of Class A ordinary shares subject to possible redemption (1,808,051 (1,808,051 ) Net loss — — — — — (2,655,494 ) (2,655,494 ) Balance as of June 30, 2023 — $ — 8,625,000 $ $ 244,369 $ (20,033,938 ) $ (19,788,706 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COMPLETE SOLARIA, INC.

(Successor to Freedom Acquisition I Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 Ordinary Shares Additional Paid-In Capital Accumulated Deficit Total Shareholder' Deficit Class A Class B Shares Amount Shares Amount Balance as of December 31, 2021 — $ — 8,625,000 $ $ — $ (21,923,351 ) $ (21,922,488 ) Net income — — — — — 1,295,281 1,295,281 Balance as of March 31, 2022 — — 8,625,000 $ — (20,628,070 ) (20,627,207 ) Accretion of Class A ordinary shares subject to possible redemption — — — — — (180,219 ) (180,219 ) Proceeds received on convertible note less than fair value — — — — 520,300 — 520,300 Accretion portion net against additional paid-in capital — — — — (520,300 ) — (520,300 ) Net income — — — — — 2,025,986 2,025,986 Balance as of June 30, 2022 — $ — 8,625,000 $ $ — $ (18,782,303 ) $ (18,781,440 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COMPLETE SOLARIA, INC.

(Successor to Freedom Acquisition I Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account (4,225,267 (594,838 ) Change in fair value of warrant liabilities 3,306,627 (4,765,334 ) Change in fair value of convertible note 272,597 (4,200 ) Changes in current assets and current liabilities:

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account in connection with redemptions

Investment of Cash into Trust Account

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of Convertible Promissory Note - Related Party

Proceeds from issuance of Promissory Note - Related Party

Redemption of ordinary shares

Net cash (used in) provided by financing activities

Supplemental disclosure of noncash financing activities:

Proceeds received in excess of initial fair value of convertible promissory note (12,198 ) $ — Accretion of carrying value to redemption value $ 5,825,267 $ 700,519 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COMPLETE SOLARIA, INC.

(Successor to Freedom Acquisition I Corp.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Organization and Business Operations 21 changes

2 unchanged paragraphs

Business Combination

2 unchanged paragraphs

As of December 31, 2022, June 30, 2023, the Company had not yet commenced any operations. All activity through December 31, 2022, June 30, 2023, relates to the Company's formation and the Initial Public Offering ("IPO" or "Initial Public Offering") described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO, its operating cash account, and changes in the fair value of warrant liabilities and promissory note.

On July 17, 2023, as previously disclosed and as contemplated by the Business Combination Agreement and described in the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the "SEC") on June 30, 2023, as supplemented by the supplement to the proxy statement/prospectus filed with the SEC on July 10, 2023 (the "Proxy Statement") in the section titled "Proposal No. 2—Domestication Proposal" beginning on page 183 of the Proxy Statement, the Company filed an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated and continues as a Delaware corporation, changing its name to "Complete Solaria, Inc." (the "Domestication").

On July 18, 2023 (the "Closing Date") and following the approval at an extraordinary general meeting of the shareholders of the Company held on July 11, 2023 (the "Special Meeting"), as contemplated by the Business Combination Agreement and described in the Proxy Statement in the section titled "Proposal No. 1—The Business Combination Agreement" beginning on page 124 of the Proxy Statement, the parties consummated the closing of the transactions contemplated by the Business Combination Agreement (collectively, the "Business Combination"), whereby (i) First Merger Sub merged with and into Legacy Complete Solaria, with Legacy Complete Solaria surviving as a wholly-owned subsidiary of the Company (the "First Merger"), (ii) immediately thereafter and as part of the same overall transaction, Legacy Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of the Company (the "Second Merger"), and Second Merger Sub changed its name to "CS, LLC", and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction, Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company and changed its name to "SolarCA LLC" ("Third Merger Sub"), with Third Merger Sub surviving as a wholly-owned subsidiary of the Company (the "Additional Merger", and together with the First Merger and the Second Merger, the "Mergers").

In connection with Special Meeting, holders of the Company's Class A Ordinary Shares had the right to elect to redeem all or a portion of their Class A Ordinary Shares for a per share price calculated in accordance with the Company's organizational documents. As of the Closing Date, holders of 7,784,739 shares of Class A Ordinary Shares had validly elected to redeem their Class A Ordinary Shares for a full pro rata portion of the trust account holding the proceeds from the Company's initial public offering, or approximately $10.56 per share and $82,240,293 the aggregate.

The registration statement for the Company's IPO was declared effective on February 25, 2021 (the "Effective Date"). On March 2, 2021, the Company consummated the IPO of 34,500,000 units (the "Units" and, with respect to the Class A ordinary shares included in the Units being offered, the "public share"), at $ 10.00 $10.00 per Unit, generating gross proceeds of $ 345,000,000 , $345,000,000, which is discussed in Note 4. 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 6,266,667 warrants (the "Private Placement Warrants"), at a price of $ 1.50 $1.50 per Private Placement Warrant, which is discussed in Note 5. 4.

Transaction costs amounted to $ 19,175,922 , $19,175,922, consisting of $ 6,405,000 $6,405,000 of underwriting fees, $ 12,075,000 $12,075,000 of deferred underwriting fees and $ 695,922 $695,922 of other offering costs. Of the total transaction cost, $ 575,278 $575,278 was expensed as non-operating expenses in the consolidated statement of operations with the rest of the offering cost costs charged to shareholders' deficit for the year ended December 31, 2021. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Following the closing of the IPO on March 2, 2021, an amount of $ 345,000,000 $345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the "Trust Account"). The funds in the Trust Account have, were, since the IPO and until the 24-month anniversary of the consummation of the IPO, been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. To mitigate the risk of the Company being deemed to have been operating as an unregistered investment company, prior to the 24-month anniversary of the consummation of the IPO, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and to hold all the funds in the Trust Account in cash in a bank deposit account. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of (a) the completion of the Company's initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's amended and restated certificate of incorporation, and (c) the redemption of the Company's public shares if the Company is unable to complete the initial Business Combination during the Combination Extension Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public shareholders.

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On February 28, 2023, the Company held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting"), at which holders of 35,373,848 ordinary shares, comprised of 26,773,848 Class A ordinary shares and 8,600,000 Class B ordinary shares, were present in person or by proxy, representing approximately 82.02% of the voting power of the 43,125,000 issued and outstanding ordinary shares of the Company entitled to vote at the Extraordinary General Meeting at the close of business on January 23, 2023, which was the record date (the "Record Date") for the Extraordinary General Meeting (such shares, the "Outstanding Shares"). The Outstanding Shares on the Record Date were comprised of 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares.

On February 28, 2023, At the Company's Extraordinary General Meeting, the shareholders approved, an by special resolution, a proposal (the "Extension Amendment Proposal") to its amend the amended and restated memorandum and articles of association to extend the date by which the Company must complete (i) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which Freedom refers to as its initial business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (iii) redeem all of the Class A ordinary shares, included as part of the units sold in the initial public offering, for an additional three months, from March 2, 2023 to June 2, 2023, and to thereafter further extend such period to up to three (3) times by an additional one month each time (or up to September 2, 2023) (the "Extension Amendment," and such period, as may be extended, the "Combination "Extension Period"). However, if the Company is unable to complete a Business Combination within the Combination Extension Period, the Company will redeem 100 % 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

In connection with the Extension Amendment, public shareholders elected to redeem an aggregate of 23,256,504 Class A ordinary shares at a redemption price of $10.21 per share, representing approximately 67.41% of the issued and outstanding Class A ordinary shares, for an aggregate redemption amount of approximately $237,372,952. Following such redemptions, approximately $114,759,374 remained in the Trust Account and 11,243,496 Class A ordinary shares remained outstanding.

The Company's Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company's amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Extension Period.

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As of December 31, 2022, June 30, 2023, the Company had cash outside the Trust Account of $ 72,923 $3,251 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company's use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem ordinary shares. The Company may elect to withdraw from the interest income earned on the Trust Account to pay the Company's tax obligations. As of December 31, 2022, For the three and six months ended June 30, 2023, the Company had $1,408,051 and $4,225,267 in interest income earned on the Trust Account, of $ 4,821,632 . respectively.

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In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Codification ("ASC") Topic 205-40, "Presentation of Financial Statements – Going Concern," pursuant to its Amended and Restated Certificate of Incorporation, the Company has until the end of the Combination Period to consummate a Business Combination. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination during the Combination Period, it is uncertain that the Company will be able to do so. This, as well as its liquidity condition, raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate at the end of the Combination Period.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Consideration of IR Act Excise Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 % excise tax on certain repurchases of stock by publicly-traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly-traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any "PIPE" or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company's ability to complete a Business Combination.

In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Codification ("ASC") Topic 205-40, "Presentation of Financial Statements – Going Concern," management has determined that the Company has alleviated substantial doubt through consummation of a Business Combination as of July 18, 2023, as further discussed in Note 10, Subsequent Events and as such merged with Complete Solaria Inc. Complete Solaria reported substantial doubt in its ability to continue as a going concern within one year after the date the June 30, 2023 financial statements were issued. No adjustments have been made to the carrying amounts of assets or liabilities.

Note 2: Significant Accounting Policies 43 changes

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The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information and in accordance with the instructions to Form and Article 10 of of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Form for the year ended December 31, 2022 as filed with the SEC on April 6, 2023, which contains the audited consolidated financial statements and notes thereto. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

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The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

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The preparation of the consolidated f

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

inanci al The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Estimates made in preparing these unaudited condensed consolidated financial statements include, among other things, the fair value measurement of the Private Warrant liabilities and promissory note.

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. and 2021.

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At December 31, 2022, the assets held in the Trust Account were held in a money market fund with a maturity date of 180 days or less. At December 31, 2021, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board ("FASB") ASC Topic 320, "Investments — Debt and Equity Securities." Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or remeasurement of premiums or discounts.

As of December 31, 2022, investment in the Company's Trust Account consisted of $ 349,927,313 in a money market fund with a maturity of 180 days or less. Following the maturity of the U.S. Treasury Securities on December 1, 2022, the Company immediately reinvested the entirety of the Trust Account into a money market fund. The money market fund is disclosed at fair value on the consolidated balance sheet. As of December 31, 2021, investment in the Company's Trust Account consisted of $ 484 in cash and $ 345,105,197 in U.S. Treasury Securities. All of the U.S. Treasury Securities (the "T-bills") matured on March 3, 2022 and the Company purchased new T-bills.

U.S. Treasury Securities

At June 30, 2023, the assets held in the Trust Account were held in a cash operating account maintained by the Trustee.

As of December 31, 2022, investment in the Company's Trust Account consisted of $349,927,313 in a money market fund with a maturity of 180 days or less. Following the maturity of the U.S. Treasury securities on December 1, 2022, the Company immediately reinvested the entirety of the Trust Account into a money market fund. The money market fund is disclosed at fair value on the consolidated balance sheet. Subsequently, in March 2023, the Company moved the entirety of the Trust Account into a cash account at the Trustee. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on June 30, 2023 and December 31, 2022 and 2021 are as follows:

A decline in the market value of held-to-maturity

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Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and remeasurement are included in the "interest income" line item in the condensed consolidated statements of operations. Interest income is recognized when earned.

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The Company accounts for its convertible promissory notes under ASC 815, "Derivatives and Hedging" ("ASC 815"). Under ASC 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory notes. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, each drawdown date, and each balance sheet date thereafter. Differences between the face value of the note and fair value at each drawdown date are recognized as either an expense in the condensed consolidated statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the consolidated statements of operations. Changes in the estimated fair value of the note are recognized as non-cash change in the fair value of the convertible promissory notes in the condensed consolidated statements of operations.

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Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . $250,000. At June 30, 2023 and December 31, 2022, and 2021, the Company has not experienced losses on this account.

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The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' deficit. The Company's ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 11,243,496 and 2021, 34,500,000 Class A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' deficit section of the Company's consolidated balance sheets. respectively.

Net (Loss) Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,891,667 potential ordinary shares for outstanding warrants to purchase the Company's shares were excluded from diluted (loss) earnings per share for the years three and six months ended December 31, 2022 June 30, 2023 and 2021 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share:

For the Three Months Ended

For the Six Months Ended

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

Weighted average shares outstanding

Basic and diluted net (loss) income per share

For the Three Months Ended

For the Six Months Ended

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and 14 more changes in the filing

Note 3: Initial Public Offering 5 changes

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and 5 more changes in the filing

Note 5: Related Party Transactions 10 changes

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and 10 more changes in the filing

Note 7: Shareholders' Deficit 3 changes

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and 3 more changes in the filing

Note 9: Fair Value Measurements 30 changes

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and 30 more changes in the filing

Exhibits 1 change

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and 1 more change in the filing

Undertakings 8 changes

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and 8 more changes in the filing