SunPower: securities offering (amended)

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As filed with the United States Securities and Exchange Commission on December 22, 2023. February 1, 2024.

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SUBJECT TO COMPLETION, DATED DECEMBER 22, 2023 FEBRUARY 1, 2024

Up to 47,408,854 33,894,518 Shares of Common Stock

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This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the " selling securityholders ") of (i) up to 47,408,854 33,894,518 shares of common stock consisting of (a) up to 9,028,488 7,518,488 shares of common stock issued in connection with private placements pursuant to subscription agreements entered into on or around July 13, 2023 consisting of (1) 1,630,000 shares of common stock issued pursuant to private investment in public equity subscription agreements, issued at $10.00 per share, (2) 1,780,000 270,000 shares of common stock transferred to the selling securityholders by the Sponsor for no consideration and (3) 5,618,488 shares of common stock issued pursuant to forward purchase agreements issued at approximately $10.00 per share (collectively, the " PIPE Shares "), (b) up to 8,625,000 shares of common stock originally issued in a private placement to the Sponsor in connection with the initial public offering of FACT at a price of $0.003 per share, (c) up to 6,266,667 shares of common stock issuable upon exercise of the Private Warrants at an exercise price of $11.50 per share of common stock, (d) up to 16,505,459 4,501,123 shares of common stock pursuant to that certain Amended and Restated Registration Rights Agreement, July 18, 2023, between us and the selling securityholders granting such holders registration rights with respect to such shares originally issued at a price of $0.48 per share, (e) up to 716,668 shares of common stock that are issuable upon the exercise of the Working Capital Warrants at a price of $11.50 per share, and (f) up to 6,266,572 shares of common stock issuable upon exercise of the Merger Warrants at a price of $11.50 per share, and (ii) up to 13,249,907 Warrants consisting of (a) up to 6,266,667 Private Warrants, (b) up to 716,668 Working Capital Warrants and (c) up to 6,266,572 Merger Warrants. We will not receive any proceeds from the sale of shares of common stock or Warrants by the selling securityholders pursuant to this prospectus.

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Our common stock and Warrants are listed on The Nasdaq Stock Market under the symbols "CSLR" and "CSLRW," respectively. On December 21, 2023, January 31, 2024, the last reported sales price of our common stock was $1.52 $1.31 per share and the last reported sales price of our Public Warrants was $0.49 $0.05 per warrant.

The number of shares of common stock being offered for resale in this prospectus (the " Resale Securities ") exceeds the number of shares of common stock constituting our public float. The Resale Securities represent approximately 190% of our public float and approximately 105% of our outstanding shares of common stock as of December 21, 2023 January 31, 2024 (after giving effect to the issuance of shares of common stock upon exercise of the Warrants. The sale of the Resale Securities, or the perception that these sales could occur, could depress the market price of our common stock. Despite a decline in price, our selling securityholders may still experience a positive rate of return on the shares purchased by them due to the lower price per share at which such shares were purchased as referenced above. While these selling securityholders may, on average, experience a positive rate of return based on the current market price, public securityholders may not experience a similar rate of return on the common stock they purchased if there is such a decline in price and due to differences in the purchase prices and the current market price. For example, based on the closing price of $1.31 per share on January 31, 2024, the Sponsor and other selling securityholders may receive potential profits ranging from $0.83 per share up to $1.31 per share.

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Prospectus dated , 2023 2024

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Prospectus summary 4 changes

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Shares of common stock outstanding prior to the exercise of all Warrants 45,290,553 (as of December 21, 2023) January 31, 2024) Shares of common stock outstanding assuming exercise of all Warrants 67,165,460 (based on the total shares outstanding as of December 21, 2023) January 31, 2024) 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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We are registering the resale by the selling securityholders named in this prospectus, or their permitted transferees, and aggregate of 47,408,854 33,894,518 shares of common stock, consisting of:

up to 9,028,488 7,518,488 PIPE Shares;

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up to 16,505,459 4,501,123 shares of common stock pursuant to the Registration Rights Agreement (including shares issuable upon exercise of convertible securities);

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Risk factors 2 changes

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This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees of (i) up to 47,408,854 33,894,518 shares of common stock consisting of (a) up to 9,028,488 7,518,488 shares of common stock issued in connection with private placements pursuant to subscription agreements entered into on or around July 13, 2023 consisting of (1) 1,630,000 PIPE Shares originally issued at $10.00 per share, (2) 1,780,000 270,000 shares of common stock transferred to selling securityholders by the Sponsor for no consideration and (3) 5,618,488 shares issued pursuant to forward purchase agreements, (b) up to 8,625,000 shares of common stock originally issued in a private placement to the Sponsor in connection with the initial public offering of FACT at a price of $0.003 per share, (c) up to 6,266,667 shares of common stock issuable upon exercise of the Private Warrants at an exercise price of $11.50 per share, (d) up to 16,505,459 4,501,123 shares of common stock pursuant to that certain Amended and Restated Registration Rights Agreement, July 18, 2023, between us and the selling securityholders granting such holders registration rights with respect to such shares originally issued at a price of $0.48 per share, (e) up to 716,668 shares of common stock that are issuable upon the exercise of the Working Capital Warrants at an exercise price of $11.50 per share, and (f) up to 6,266,572 shares of common stock issuable upon exercise of the Merger Warrants, and (ii) up to 13,249,907 Warrants consisting of (a) up to 6,266,667 Private Warrants, (b) up to 716,668 Working Capital Warrants and (c) up to 6,266,572 Merger Warrants. We will not receive any proceeds from the sale of shares of common stock or Warrants by the selling securityholders pursuant to this prospectus.

The number of Resale Securities exceeds the number of shares of common stock constituting our public float, and represents approximately 190% of our public float and approximately 105% of our outstanding shares of common stock (after giving effect to the issuance of shares of common stock upon exercise of the Warrants) as of December 21, 2023. January 31, 2024. The sale of all Resale Securities by the selling securityholders, or the perception that these sales could occur, could depress the market price of our common stock. Even if our trading price were to trade significantly below $10.00 per share, the offering price for the units sold in the FACT IPO, certain of the selling securityholders may still have an incentive to sell our common stock because they may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described in the preceding paragraph and the public trading price of our common stock. While these selling securityholders may, on average, experience a positive rate of return based on the current market price of the common stock they purchased, public securityholders may not experience a similar rate of return on the common stock they purchased due to differences in the purchase prices and the current market price. Despite the closing price being $1.52 $1.31 per share as of December 21, 2023, January 31, 2024, our Sponsor and the selling securityholders may still experience a positive rate of return on the shares purchased by them due to the lower price per share at which their shares were purchased as referenced above. While these selling securityholders may, on average, experience a positive rate of return based on the current market price, public stockholders may not experience a similar rate of return on the common stock they purchased if there is such a decline in price and due to differences in the purchase prices and the current market price. For example, based on the closing price of $1.31 per share on January 31, 2024, the Sponsor and other selling securityholders may receive potential profits ranging from $0.83 per share up to $1.31 per share. The PIPE Investors will not experience any profit per share unless our common stock trades above $10.00 per share. The sale of the Resale Securities being offered pursuant to this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our common stock.

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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 December 21, 2023, January 31, 2024, there were 230 187 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 3 changes

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We will receive the proceeds from any cash exercise of any Warrants. The aggregate amount of proceeds could be up to $254.1 million if all the Warrants are exercised for cash. However, to the extent the Warrants are exercised on a "cashless basis," the amount of cash we would receive from the exercise of the Warrants will decrease. The Private Warrants and Working Capital Warrants may be exercised for cash or on a "cashless basis." The Public Warrants and the Merger Warrants may only be exercised for cash provided there is then an effective registration statement registering the shares of common stock issuable upon the exercise of such warrants. If there is not a then-effective registration statement, then such warrants may be exercised on a "cashless basis," pursuant to an available exemption from registration under the Securities Act. We expect to use any such proceeds for general corporate and working capital purposes, which would increase our liquidity. As of December 21, 2023, January 31, 2024, the price of our common stock was $1.52 $1.31 per share. We believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our common stock. If the market price for our common stock is less than $11.50 per share, we believe warrant holders will be unlikely to exercise. We do not expect to rely on the cash exercise of Warrants to fund our operations. Instead, we intend to rely on other sources of cash discussed elsewhere in this prospectus to continue to fund our operations.

The Resale Securities represent a substantial percentage of our shares of outstanding commons stock. The number of Resale Securities exceeds the number of shares of common stock constituting our public float, and represents approximately 190% of our public float and approximately 105% of outstanding common stock (after giving effect to the issuance of shares of common stock upon exercise of the Warrants) as of December 21, 2023. January 31, 2024. Any of these resales, or the perception in the market that the holders of a large number of shares intend to resell shares, could cause the market price of our shares of common stock to decline or increase the volatility in the market price of our shares of common stock.

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We will not receive any of the proceeds from sales of Warrants, except with respect to amounts we may receive upon the cash exercise of the Warrants. Whether warrantholders will exercise their Warrants, and therefore the amount of cash proceeds we would receive upon exercise, is dependent upon the trading price of the common stock, the last reported sales price for which was $1.52 $1.31 per share on December 21, 2023. January 31, 2024. Each Warrant is exercisable for one share of common stock at an exercise price of $11.50. Therefore, if and when the trading price of the common stock is less than $11.50 per share, we expect that warrantholders would not exercise their Warrants. To the extent the Warrants are exercised on a "cashless basis," the amount of cash we would receive from the exercise of the Warrants will decrease. The Private Warrants and Working Capital Warrants may be exercised for cash or on a "cashless basis." The Public Warrants and the Merger Warrants may only be exercised for cash provided there is then an effective registration statement registering the shares of common stock issuable upon the exercise of such warrants. If there is not a then-effective registration statement, then such warrants may be exercised on a "cashless basis," pursuant to an available exemption from registration under the Securities Act.

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Management 3 changes

Our directors and executive officers and their ages as of December 21, 2023 January 31, 2024 Name Age Position Chris Lundell Chief Executive Officer and Director Brian Wuebbels Chief Financial Officer David J. Anderson Chief Marketing Officer & Strategic Partnerships Thurman J. Rodgers (3) Executive Chairman Devin Whatley (2) Director Tidjane Thiam (1) Director Adam Gishen (1)(3) Director Ronald Pasek (1)(2) Director Antonio R. Alvarez (2) Director William J. Anderson Director (1) Member of the Audit Committee.

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David J. Anderson has served as the Chief Marketing Officer of Complete Solaria since the merger of Complete Solar and Solaria in November 2022. From 2010 to 2022, Mr. Anderson served as a Co-Founder and the Chief Marketing Officer of Complete Solar. From 2003 to 2007, Mr. Anderson owned and operated his own marketing consulting company serving businesses with a focus on residential services. Mr. Anderson holds a B.S. in Economics from the University of Utah.

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William J. Anderson served as the Chief Executive Officer of Complete Solaria from November 2022 to December 2023. when he transitioned into a new role at the Company. From 2010 to 2022, he served as the Chief Executive Officer of Complete Solar. From 2007 to 2009, Mr. Anderson served as CEO of Risk Allocation Systems, Inc., a lending platform connecting automobile dealerships and credit unions in order to offer point of sale automobile loans to car buyers. From 2009 to 2010, Mr. Anderson served as Partner at SVE Partners, a boutique consulting firm serving technology start-ups and venture capital investors. Mr. Anderson holds a B.S. in Managerial Sciences from the Massachusetts Institute of Technology and an M.B.A. from the Stanford University Graduate School of Business.

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Executive compensation 22 changes

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Complete Solaria has opted to comply with the executive compensation disclosure rules applicable to emerging growth companies, as FACT is an emerging growth company. The scaled down disclosure rules are those applicable to "smaller reporting companies," as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for Complete Solaria's principal executive officer and its two most highly compensated executive officers other than the principal executive officer whose total compensation for 2022 2023 exceeded $100,000 and who were serving as executive officers as of December 31, 2022. 2023. Complete Solaria refers to these individuals as "named executive officers." For 2022, 2023, Complete Solaria's named executive officers were:

Chris Lundell, Complete Solaria's Chief Executive Officer

Brian Wuebbels, Complete Solaria's Chief Financial Officer

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Antonio R. Alvarez, Complete Solaria's former President; and

Vikas Desai, Complete Solaria's former President & General Manager, Business Units; and • Taner Ozcelik, Complete Solaria's former Chief Executive Officer.

As previously reported on Complete Solaria's Current Report on Form 8-K filed with the SEC on November 16, 2023, Taner Ozcelik was appointed as the Company's Chief Executive Officer, effective November 20, 2023. However, as previously reported on Complete Solaria's Current Report on Form 8-K filed with the SEC on November 28, 2023, Mr. Ozcelik and the Company agreed on November 21, 2023 that he would not continue as the Company's Chief Executive Officer due to personal reasons. Mr. Ozcelik did not receive any compensation as Chief Executive Officer.

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The following table shows information regarding the compensation of Complete Solaria's named executive officers for services performed in the year ended December 31, 2022. 2023.

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Chief Executive Officer

Chief Financial Officer

Name and Principal Position

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Outstanding Equity Awards at December 31, 2022 2023

The following table presents information regarding the outstanding option awards held by each of the named executive officers as of December 31, 2022: 2023:

All option awards were granted pursuant to the Complete Solaria's 2023 Incentive Equity Plan (the " 2023 Plan ") Complete Solaria's 2022 Stock Plan (the " 2022 Plan "), Complete Solaria's 2011 Stock Plan (the " 2011 Plan "), Complete Solaria's 2016 Stock Plan (the " 2016 Plan ") and Complete Solaria's 2006 Stock Plan (the " 2006 Plan "). As is described in greater detail below in the "Employee Benefit Plans" section, the 2016 Plan and 2006 Plan were assumed by Complete Solaria from Solaria in connection with the Complete Solar and Solaria Merger.

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Subsequent to December 31, 2022, the named executive officers were granted the following equity awards:

In May 2023, William Anderson was granted an additional option to purchase 627,861 shares at an exercise price of $2.50 per share. The total shares underlying the option award vest in 60 equal monthly installments, subject to Mr. Anderson's continued service at each vesting date.

In May 2023, Vikas Desai was granted an additional option to purchase 289,782 shares at an exercise price of $2.50 per share. The total shares underlying the option award vest in 60 equal monthly installments, subject to Mr. Desai's continued service at each vesting date.

In June 2023, William Anderson was granted 8,978 restricted stock units (" RSUs "). The RSUs will fully vest on June 9, 2024 only if the Company meets its revenue target for the second quarter of 2023, subject to Mr. Anderson's continued service at the vesting date. These RSUs expired unvested pursuant to their terms on July 3, 2023.

In June 2023, Vikas Desai was granted 8,506 RSUs. The RSUs will fully vest on June 9, 2024 only if the Company meets its revenue target for the second quarter of 2023, subject to Mr. Desai's continued service at the vesting date. These RSUs expired unvested pursuant to their terms on July 3, 2023.

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None of Complete Solaria's directors received compensation in 2022 for services rendered to Complete Solaria with the exception of William J. Anderson, Antonio R. Alvarez, and David J. Anderson for their compensation as Chief Executive Officer, former President, and Chief Marketing Officer, respectively, of Complete Solaria. William J. Anderson and Antonio R. Alvarez are named executive officers and their compensation is given in the " Summary Compensation Table " above. As of December 31, 2022, David J. Anderson held 838,750 shares of Complete Solaria's Common Stock and an option to purchase 700,000 shares of Complete Solaria's Common Stock.

In 2023, Complete Solaria granted its directors stock options for their contributions to the operations of the business. The following table provides the compensation for each member of the Board for 2023:

The total shares underlying the option award fully vest on the one-year anniversary of the vesting commencement date.

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Complete Solaria's named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Complete Solaria during 2022. 2023.

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Principal stockholders 3 changes

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of December 21, 2023 January 31, 2024 by:

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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 December 22, 2023, January 31, 2024, adjusted as required by rules promulgated by the SEC.

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Includes 453,386 shares of common stock (ii) 141,817 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days of the Closing Date and (ii) 305,881 shares issuable pursuant to stock options exercisable within 60 days of the Closing Date.

Selling Securityholders 3 changes

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up to 9,028,488 7,518,488 PIPE Shares;

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up to 16,505,459 4,501,123 shares of common stock pursuant to the Registration Rights Agreement (including shares of common stock issuable upon exercise of convertible securities);

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Marathon Capital Markets, LLC

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Plan of distribution 1 change

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We are registering the resale by the selling securityholders named in this prospectus, or their permitted transferees, of (i) up to an aggregate of 47,408,854 33,894,518 shares of common stock, consisting of: (a) up to 9,028,488 7,518,488 PIPE Shares, (b) up to 8,625,000 Founder Shares, (c) up to 6,266,667 shares of common stock issuable upon the exercise of the Private Warrants, (d) up to 16,505,459 4,501,123 shares of common stock pursuant to the Registration Rights Agreement (including shares issuable upon exercise of convertible securities), (e) up to 716,668 shares of common stock issuable upon the exercise of Working Capital Warrants, and (f) up to 6,266,572 shares of common stock issuable upon the exercise of Merger Warrants and (ii) up to 13,249,907 Warrants, consisting of (a) up to 6,266,667 Private Warrants, (b) up to 716,668 Working Capital Warrants and (c) up to 6,266,572 Merger Warrants.

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Index to Financial Statements 87 changes

in thousands except share and per share amounts

Cash and cash equivalents

Accounts receivable, net of allowance for credit losses of $10,425 and $5,396 as of October 1, 2023 and December 31, 2022, respectively 26,003 27,717 Inventories 12,503 13,059 Prepaid expenses and other current assets 9,947 10,071 Total current assets 50,114 55,256 Restricted cash 3,758 3,907 Property and equipment, net 4,185 3,476 Operating lease right-of-use assets 1,465 2,182 Other noncurrent assets 1,330 Long-term assets held for sale – discontinued operations 12,299 162,032 Total assets $ 72,019 $ 228,183 Liabilities and stockholders' (deficit) equity Current liabilities:

Accrued expenses and other current liabilities

Deferred revenue, current

Short-term debt with CS Solis

Forward purchase agreement liabilities

Total current liabilities

Warranty provision, noncurrent

Long-term debt with CS Solis

Convertible notes, net, noncurrent

Convertible notes due to related parties, noncurrent

Deferred revenue, noncurrent

Operating lease liabilities, net of current portion

Commitments and contingencies (Note 19)

Stockholders' (deficit) equity:

Common stock, $0.0001 par value. 1,000,000,000 shares and 60,000,000 shares authorized at October 1, 2023 and December 31, 2022, respectively; 45,312,243 shares and 19,932,429 shares issued and outstanding at October 1, 2023 and December 31, 2022, respectively paid-in capital 276,438 190,624 Accumulated other comprehensive income Accumulated deficit (327,279 ) (85,373 ) Total stockholders' (deficit) equity (50,783 ) 105,281 Total liabilities and stockholders' deficit $ 72,019 $ 228,183 (1) Includes $0.5 million and zero due to related parties as of October 1, 2023 and December 31, 2022, respectively.

Includes $5.6 million and zero of liabilities due to related parties as of October 1, 2023 and December 31, 2022, respectively.

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

COMPLETE SOLARIA, INC.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) ( in thousands except share and per share amounts ) Thirteen Weeks Ended October 1, 2023 Three Months Ended September 30, 2022 Thirty-Nine Weeks Ended October 1, 2023 Nine Months Ended September 30, 2022 Revenues $ 24,590 $ 12,260 $ 66,887 $ 48,974 Cost of revenues 18,354 8,266 51,788 33,792 Gross profit 6,236 3,994 15,099 15,182 Operating expenses:

General and administrative

Total operating expenses

Loss from continuing operations

Other income (expense), net

Loss from continuing operations before income taxes

Income tax benefit (provision)

Net loss from continuing operations

Discontinued operations (Note 8):

Loss from discontinued operations, net of tax

Impairment loss from discontinued operations

Net loss from discontinued operations

Comprehensive income (loss):

Foreign currency translation adjustment

Comprehensive income (loss), net of tax

Net loss from continuing operations per share attributable to common stockholders, basic and diluted (1.28 (0.31 (4.33 (0.83 ) Net loss from discontinued operations per share attributable to common stockholders, basic and diluted (3.92 (9.92 ) — Net loss per share attributable to common stockholders, basic and diluted (5.20 (0.31 (14.25 (0.83 ) Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted (1) Includes interest expense to related parties of less than $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively.

Other income (expense), net includes other expense, net to related parties of $36.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and other income, net of zero and $1.4 million during the three and nine months ended September 30, 2022, respectively.

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

COMPLETE SOLARIA, INC.

Unaudited Condensed Consolidated Statements of Stockholders' Deficit ( in thousands except number of shares ) Thirteen Week Period Ended October 1, 2023 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' (Deficit) Equity Shares Amount Shares Amount Balance as of July 2, 2023, as previously reported 34,311,133 $ 155,630 7,089,948 $ — $ 37,096 $ (120,397 ) $ $ (83,260 ) Retroactive application of recapitalization (Note 4) (34,311,133 ) (155,630 ) 12,909,773 155,627 — — 155,630 Balance as of July 2, 2023, as adjusted — — 19,999,721 192,723 (120,397 ) 72,370 Conversion of 2022 Convertible Notes into common stock — — 5,460,075 40,950 — — 40,952 Issuance of common stock upon the reverse capitalization, net of offering costs — — 13,458,293 5,218 — — 5,220 Reclassification of prepaid PIPE (2) — — 350,000 — 3,500 — — 3,500 Reclassification of warrant liabilities to equity — — — — 4,697 — — 4,697 Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Stock (1 ) — — Issuance of common stock in connection with forward purchase agreements (3) — — 5,558,488 35,489 — — 35,490 Issuance of common stock bonus shares in connection with Mergers (4) — — 463,976 — 2,394 — — 2,394 Residual Mergers proceeds — — — — — — Modification of Carlyle warrant — — — — (10,862 ) — — (10,862 ) Stock-based compensation — — — — 2,114 — — 2,114 Vesting of restricted stock units — — 21,690 — — — Foreign currency translation — — — — — — Net loss — — — — — (206,882 ) — (206,882 ) Balance as of October 1, 2023 — $ — 45,312,243 $ $ 276,438 $ (327,279 ) $ $ (50,783 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COMPLETE SOLARIA, INC.

Unaudited Condensed Consolidated Statements of Stockholders' Deficit (continued) ( in thousands except number of shares ) Thirty-Nine Week Period Ended October 1, 2023 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' (Deficit) Equity Shares Amount Shares Amount Balance as of December 31, 2022, as previously reported 34,311,133 $ 155,630 6,959,618 $ — $ 34,997 $ (85,373 ) $ $ (50,349 ) Retroactive application of recapitalization (Note 4) (34,311,133 ) (155,630 ) 12,972,811 155,627 — — 155,630 Balance as of December 31, 2022, as adjusted — — 19,932,429 190,624 (85,373 ) 105,281 Conversion of 2022 Convertible Notes into common stock — — 5,460,075 40,950 — — 40,952 Issuance of common stock upon the reverse capitalization, net of offering costs — — 13,458,293 5,218 — — 5,220 Reclassification of prepaid PIPE (2) — — 350,000 — 3,500 — — 3,500 Reclassification of warrant liabilities to equity — — — — 4,697 — — 4,697 Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Stock (1 ) — — Issuance of common stock in connection with forward purchase agreements (3) — — 5,558,488 35,489 — — 35,490 Issuance of common stock bonus shares in connection with Mergers (4) — — 463,976 — 2,394 — — 2,394 Residual Mergers proceeds — — — — — — Modification of Carlyle warrant — — — — (10,862 ) — — (10,862 ) Exercise of common stock options — — 67,292 — — — Stock-based compensation — — — — 4,156 — — 4,156 Vesting of restricted stock units — — 21,690 — — — Foreign currency translation — — — — — — Net loss — — — — — (241,906 ) — (241,906 ) Balance as of October 1, 2023 — $ — 45,312,243 $ $ 276,438 $ (327,279 ) $ $ (50,783 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COMPLETE SOLARIA, INC.

Unaudited Condensed Consolidated Statements of Stockholders' Deficit (continued) ( in thousands except number of shares ) Three Month Period Ended September 30, 2022 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' (Deficit) Equity Shares Amount Shares Amount Balance as of June 30, 2022, as previously reported 19,335,921 $ 42,959 3,931,068 $ — $ 6,703 $ (62,559 ) $ — $ (55,856 ) Retroactive application of recapitalization (Note 4) (19,335,921 ) (42,959 ) 7,306,130 42,958 — — 42,959 Balance as of June 30, 2022, as adjusted — — 11,237,198 49,661 (62,559 ) — (12,897 ) Exercise of common stock options — — 10,867 — — — Stock-based compensation — — — — — — Net loss — — — — — (4,146 ) — (4,146 ) Balance as of September 30, 2022, as adjusted — $ — 11,248,065 $ $ 49,755 $ (66,705 ) $ — $ (16,949 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COMPLETE SOLARIA, INC.

Unaudited Condensed Consolidated Statements of Stockholders' Deficit (continued) ( in thousands except number of shares ) Nine Month Period Ended September 30, 2022 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' (Deficit) Equity Shares Amount Shares Amount Balance as of December 31, 2021, as previously reported 16,564,370 $ 31,401 3,739,572 $ — $ 3,105 $ (55,896 ) $ — $ (52,791 ) Retroactive application of recapitalization (Note 4) (16,564,370 ) (31,401 ) 6,066,571 31,400 — — 31,401 Balance at December 31, 2021, as adjusted — — 9,806,143 34,505 (55,896 ) — (21,390 ) Issuance of Series D-1, D-2, and redeemable convertible preferred stock upon conversion of convertible notes and SAFEs (1) 2,771,551 11,558 — — — — — — Issuance of common stock options — — 103,353 — — — Issuance of common stock warrants — — — — 3,447 — — 3,447 Stock-based compensation — — — — — — Net loss — — — — — (10,809 ) — (10,809 ) Balance as of September 30, 2022, as previously reported 2,771,551 11,558 9,909,496 38,197 (66,705 ) — (28,507 ) Retroactive application of recapitalization (Note 4) (2,771,551 ) (11,558 ) 1,338,569 — 11,558 — — 11,558 Balance as of September 30, 2022, as adjusted — $ — 11,248,065 $ $ 49,755 $ (66,705 ) $ — $ (16,949 ) (1) Includes 1,315,287 shares of Series redeemable convertible preferred stock with a carrying value of $6.3 million, issued to related parties.

PIPE was transacted with a related party.

Includes 4,508,488 shares of Complete Solaria Common Stock issued to related parties.

Includes 120,000 shares of Complete Solaria Common Stock issued to related parties.

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

COMPLETE SOLARIA, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

in thousands except number of shares

Cash flows from operating activities from continuing operations (241,906 (10,809 ) Loss from discontinued operations, net of income taxes (168,458 ) — Net loss from continuing operations, net of tax (73,448 ) (10,809 ) Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:

Stock-based compensation expense

Gain on extinguishment of convertible notes and SAFEs

Depreciation and amortization

Provision for credit losses

Change in reserve for excess and obsolete inventory

Issuance of forward purchase agreements

Change in fair value of forward purchase agreement liabilities (4)

Loss on CS Solis debt extinguishment

Change in fair value of warrant liabilities

Accretion of debt in CS Solis

Issuance of common stock in connection with forward purchase agreements (5) 35,490 — Issuance of common stock bonus shares in connection with the Mergers (6) 2,394 — Issuance of restricted stock units in connection with vendor services — Changes in operating assets and liabilities:

Accounts receivable, net

Prepaid expenses and other current assets

Other noncurrent assets

Accrued expenses and other current liabilities

Operating lease liabilities

Warranty provision, noncurrent

Net cash used in operating activities from continuing operations (47,152 (17,197 ) Net cash provided by operating activities from discontinued operations — Net cash used in operating activities (46,962 ) (17,197 ) Cash flows from investing activities from continuing operations Purchase of property and equipment (29 ) — Capitalization of internal-use software costs (1,505 ) (1,048 ) Net cash used in investing activities from continuing operations (1,534 (1,048 ) Cash flows from financing activities from continuing operations Proceeds from issuance of notes payable, net 14,102 — Principal repayment of notes payable (9,653 ) (9,507 ) Proceeds from issuance of convertible notes, net of issuance cost 17,750 — 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 Proceeds from exercise of common stock options Proceeds from Mergers and PIPE Financing 4,219 — Proceeds from Mergers and PIPE Financing from related parties 15,600 — Payments for issuance of Series D redeemable convertible preferred stock (1,317 ) Net cash provided by financing activities from continuing operations 45,575 13,704 Effect of exchange rate changes — Net decrease in cash, cash equivalents and restricted cash (2,897 ) (4,541 ) Cash, cash equivalents, and restricted cash at beginning of period 8,316 5,276 Cash, cash equivalents, and restricted cash at end of period $ 5,419 $ Thirty-Nine Weeks Ended October 1, 2023 Nine Months Ended September 30, 2022 Supplemental disclosures of cash flow information:

Cash paid during the year for interest

Cash paid during the year for income taxes

Supplemental schedule of noncash investing and financing activities:

assets obtained in exchange for new operating lease liabilities (10,862 ) — Reclassification of liability-classified warrants to equity-classified warrants 30,625 — Issuance of common stock warrants 3,447 Issuance of Series D redeemable convertible preferred stock upon conversion of SAFE — 6,550 Issuance of Series D redeemable convertible preferred stock upon conversion of convertible debt — 10,680 Conversion of 2022 Convertible Notes into common stock 21,561 — Conversion of 2022 Convertible Notes issued to related parties into common stock 19,390 — Conversion of preferred stock into common stock 155,630 — Issuance of common stock in connection with forward purchase agreements (5) 35,490 — Issuance of common stock bonus shares in connection with the Mergers (6) 2,394 — Recapitalization of Legacy Complete Solaria Common stock into Complete Solaria Common Stock — Reclassification of investor related to PIPE funds 3,500 — (1) Non-cash interest expense to related parties of $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively.

Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of zero during each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero and $1.4 million during the three and nine months ended September 30, 2022, respectively.

Issuance of forward purchase agreements includes other income from related parties of $0.3 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022.

Change in fair value of forward purchase agreement liabilities includes other expense from related parties of $5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022.

Issuance of common stock in connection with forward purchase agreements includes other expense from related parties of $30.7 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022.

and 7 more changes in the filing

Notes to the financial statements 671 changes

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Complete Solar, Inc. ("Complete Solar") was incorporated in Delaware on February 22, 2010. Through February 2022, the Company operated as a single legal entity as Complete Solar, Inc. In February 2022, the Company implemented a holding company reorganization (the "Reorganization") in which the Company created and incorporated Complete Solar Holding Corporation ("Complete Solar Holdings"). As a result of the Reorganization, Complete Solar Holdings became the successor entity to Complete Solar, Inc. The capitalization structure was not changed because of the Reorganization as all shares of Complete Solar, Inc common stock and preferred stock were exchanged on a one for one basis with shares of Complete Solar Holdings common stock and preferred stock. The Reorganization was accounted for as a change in reporting entity for entities under common control. The historical assets and liabilities of Complete Solar, Inc. are transferred to Complete Solar Holdings at their carrying value, and there is no change to net income, other comprehensive income, (loss), or any related per share amounts reported in the unaudited condensed consolidated financial statements requiring retrospective application.

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Basis of Presentation of Unaudited Interim Condensed Consolidated Financial Statements The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions are eliminated upon consolidation.

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 thirty-nine weeks ended October 1, 2023 are compared to its results for the three and nine months ended September 30, 2022. The comparison of these periods is primarily affected by the difference of one day between the first three quarters of fiscal 2023 and first three quarters of 2022, which the Company notes is immaterial.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the unaudited condensed consolidated financial statements not misleading have been included. The information included in this report should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022, as filed with the Securities and Exchange Commission ("SEC") on Form S-4.

The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date.

Interim financial results are not necessarily indicative of the results that may be expected for any future period.

On August 18, 2023, the Company entered into a

In November 2022, Complete Solar Holdings acquired Solaria (as described in Note 6 4 – Business Combination) and changed its name to Complete Solaria, Inc. 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 to Maxeon, Inc. ("Maxeon"). In October 2023, the Company completed the sale of its solar panel business to Maxeon. The disposition met the criteria for held for sale and discontinued operations classification. as of October 1, 2023. Refer to Note 1(c) – Divestiture, Note 8 1(b) – Divestiture and Note 22 5 – Subsequent Events. Divestiture.

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 to Maxeon. Subsequent to the execution of the Non-Binding Letter of Intent, on September 20, 2023, the Company and Maxeon entered into an Asset Purchase Agreement (the "Disposal Agreement") for the sale of certain assets, inclusive of certain intellectual property and customer contracts, to Maxeon. On October 6, 2023, the Company completed the sale of certain of Complete Solaria's North American solar panel assets, inclusive of certain intellectual property and customer contracts, to Maxeon, pursuant to the terms of the Disposal Agreement. Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria, for an aggregate purchase price consisting of 1,100,000 shares of Maxeon common stock.

This divestiture represents a strategic shift in Complete Solaria's business and qualifies as held for sale and as a discontinued operation. As of October 1, 2023. Based on the held for sale classification of the assets, the Company has reduced the carrying value of the disposal group to its fair value, less cost to sell and recorded an impairment loss associated with the held for sale intangible assets and goodwill. As a result, the Company classified the results of its solar panel business in discontinued operations in its unaudited condensed consolidated statements of operations and comprehensive income (loss) for all periods presented. The cash flows related to discontinued operations have been segregated and are included in the unaudited condensed consolidated statements of cash flows for all periods presented. Unless otherwise noted, discussion within the notes to the unaudited condensed consolidated financial statements relates to continuing operations only and excludes the historical activities of the North American panel business. See Note 8 5 – Divestiture for additional information.

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Immaterial Correction of Prior Period Financial Statements

Subsequent to the issuance of the Company's unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022, the Company identified a misstatement in redeemable convertible preferred stock and other income (expense), net, related to the accounting for the issuance of its Series D preferred stock and conversion of SAFEs and convertible notes. Such misstatement relates to the use of an incorrect factor for the conversion of these instruments into preferred stock.

The Company considered both quantitative and qualitative factors and determined the effect of the misstatement was immaterial to the previously issued unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022. The Company identified and corrected the misstatement prior to the issuance of the consolidated financial statements for the year ended December 31, 2022, which were filed in FACT's registration statement. The adjustment in the fourth quarter resulted in a $4.4 million decrease in redeemable convertible preferred stock and other income (expense), net, as well as net loss.

The accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) and statements of stockholders' deficit for the three and nine months ended September 30, 2022 reflect such adjustment. Accordingly, the accompanying unaudited condensed consolidated statements of cash flows reflect such adjustment, and there was no change to net cash used in operating activities from continuing operations, net cash used in investing activities from continuing operations, or net cash provided by financing activities from continuing operations for the nine months ended September 30, 2022.

Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company incurred net losses of $51.0 million and $73.4 $ 29.5 million, during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and net losses of $4.1 $ 9.2 million and $10.8 $ 5.6 million during the three and nine months years ended September 30, December 31, 2022, 2021 and 2020, respectively, and had an accumulated deficit of $327.3 $ 85.4 million as of October 1, 2023. December 31, 2022. The Company had cash and cash equivalents of $1.7 $ 4.4 million as of October 1, 2023. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. December 31, 2022. Historically, the Company's activities have been financed through private placements of equity securities debt and proceeds from the Merger. 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. 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.

Therefore, there is substantial doubt about the entity's ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

Basis of Presentation

The financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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The preparation of the Company's unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, as well as related disclosure of contingent assets and liabilities. Significant estimates and assumptions made by management include, but are not limited to, the determination of:

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The fair value of assets acquired and liabilities assumed for business combinations; combination;

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the reserve methodology for the allowance for credit losses; and the fair value of the forward purchase agreements.

To the extent that there are material differences between these estimates and actual results, the Company's financial condition or operating results will be affected.

The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of October 1, 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):

To the extent that there are material differences between these estimates and actual results, the Company's financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. The Company has assessed the impact and are not aware of any specific events or circumstances that required an update to the Company's estimates and assumptions or materially affected the carrying value of the Company's assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained.

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.

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 the Company's industry have experienced significant disruptions in recent periods. The Company has 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. 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 conflicts conflict in Ukraine Russia and Israel. 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 prospectus.

The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company's Chief Executive Officer ("CEO") is the Chief Operating Decision Maker ("CODM"). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company's product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. All the Company's long-lived assets are maintained in the United States of America. Disaggregated revenue by primary geographical market for the Company's single segment is included in the discussion of revenue recognition within this Note 2, below.

Concentration of Risks

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company's cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company's cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. As of December 31, 2022, three single customers had outstanding balances that represented 27 %, 18 %, and 14 %, respectively, of the total accounts receivable balance, compared to December 31, 2021, as a single customer had an outstanding balance that represented 50 %, of the total accounts receivable balance.

Concentration of customers

The Company defines major customers as those customers who generate revenues that exceed 10% of the Company's annual net revenues. For the years ended December 31, 2022, 2021 and 2020, one customer represented 47 %, 63 % and 81 % of gross revenues, respectively.

Concentration of suppliers

For the year ended December 31, 2022, three suppliers represented 74 % of the Company's inventory purchases. For the year ended December 31, 2021, four supplier represented 87 % of the Company's inventory purchases. For the year ended December 31, 2020, two suppliers represented 89 % of the Company's inventory purchases.

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Company considers all highly liquid securities that mature within three months or less from the original date of purchase to be cash equivalents. The Company maintains the majority of its cash balances with commercial banks in interest bearing accounts. Cash and cash equivalents include cash held in checking and savings accounts and money market accounts consisting of highly liquid securities with original maturity dates of three months or less from the original date of purchase.

The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of December 31, 2022 and 2021, was $ 3.9 million, and zero , 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 consolidated balance sheets.

Total cash, cash equivalents and restricted cash is presented in the table below (in thousands):

Cash and cash equivalents

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Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers' financial condition, the amount of receivables in dispute, the current receivables aging and customer payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of accounts receivable previously written off are recorded when received.

The following table summarizes the allowance for doubtful accounts as of December 31, 2022, 2021, and 2020 (in thousands):

Balance at beginning of period

Provision charged to earnings

Amounts written off, recoveries and other adjustments

Balance at end of period

The Company does no t

have any off-balance

sheet credit exposure related to its customers.

Inventories consists of solar panels and the components of solar energy systems which the Company classifies as finished goods. Costs are computed under the average cost method. The Company identifies inventory which is considered obsolete or in excess of anticipated demand based on a consideration of marketability and product life cycle stage, component cost trends, demand forecasts, historical revenues, and assumptions about future demand and market conditions to state inventory at the lower of cost or net realizable value.

Revenue is recognized when a customer obtains control of promised products and services and the Company has satisfied its performance obligations. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and services. To achieve this core principle, the Company applies the following five steps:

Step 1. Identification of the contract(s) with a customer;

Step 2. Identification of the performance obligations in the contracts(s);

Step 3. Determination of the transaction price;

Step 4. Allocation of the transaction price to the performance obligations;

Step 5. Recognition of the revenue when, or as, the Company satisfies a performance obligation.

Service Revenues – Solar Energy System Installations

The Company generates revenue primarily from the design and installation of a solar energy system and performing post-installation services. The Company's contracts with customers include three primary contract types:

– The Company contracts directly with homeowners who purchase the solar energy system and related services from the Company. Customers are invoiced on a billing schedule, where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

Financing partner agreements

– In its financing partner agreements, the Company contracts directly with homeowners for the purchase of the solar energy system and related services. The Company refers the homeowner to a financing partner to finance the system, and the homeowner makes payments directly to the financing partner. The Company receives consideration from the financing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

Power purchase agreements

– The Company contracts directly with a distribution partner to perform the solar energy system installation, and the homeowner will finance the system through a power purchase agreement, which is signed with the Company's distribution partner. The Company considers the distribution partner to be its customer, as the Company does not contract directly with the homeowner. The Company receives consideration from the distribution partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

In each of the Company's customer contract types, the Company's revenue consists of two performance obligations, which include the performance of the installation of the solar energy system and post-installation services.

Installation includes the design of a solar energy system, the delivery of the components of the solar energy system (i.e., photovoltaic system, inverter, battery storage, etc.), installation services and services facilitating the connection of the solar energy system to the power grid. The Company accounts for these services as inputs to a combined output, resulting in a single service-based performance obligation. The Company recognizes revenue upon the completion of installation services, which occurs upon the transfer of control of the solar energy system and title of the related hardware components to the homeowner or distribution partner.

Post-installation services consist primarily of administrative services and customer support, which the Company performs between the completion of installation and the date of inspection of the solar energy system by the authority having jurisdiction. The Company recognizes revenue at a point in time, which is when the inspection occurs.

As the Company's contracts with customers contain multiple performance obligations, the transaction price is allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the estimated costs incurred in the delivery of each performance obligation, relative to the total costs to be incurred under the contract.

The Company records deferred revenue for amounts invoiced that are not subject to refund upon termination. In certain contracts with customers, the Company arranges for a third-party financing partner to provide financing to the customer. The Company collects upfront from the financing partner and the customer will provide installment payments to the financing partner. The Company records revenue in the amount received from the financing partner, net of any financing fees charged to the homeowner, which the Company considers to be a customer incentive. None of the Company's contracts contain a significant financing component.

The Company guarantees to customers certain specified minimum solar energy production output of the solar energy system for 10-years after the installation. The Company monitors the solar energy systems to determine whether these specified minimum outputs are being achieved. The Company will issue payments to customers if the output falls below contractually stated thresholds over the performance guarantee period. Revenue is recognized to the extent it is probable that a significant reversal of such revenue will not occur.

Revenues – Software Enhanced Services

The Company generates revenue from software enhanced services through the provision of design and proposal services. The Company's customers for design services are solar installers who leverage the Company's expertise and software platforms to obtain structural letters, computer aided designs and electrical reviews. The Company charges the customer a per design fixed fee for each type of service that is performed, and the Company recognizes revenue in the period the services are performed. The customer contracts contain the customer right to terminate the contract each month and are therefore enforceable only for the contracted services purchased each month. Revenue is recognized for design services in the month the services are performed.

The Company's customers for proposal services for solar sales organizations who contract with the Company to develop proposals for their potential residential solar customers. The Company generates proposals for the customer using the HelioQuote platform. Customers may purchase a fixed number of proposals for a given month or may contract on a pay as you go basis, and the performance obligation is defined by the number of proposals purchased by the customer each month. The customer contracts contain the customer right to terminate the contract each month and are therefore enforceable only for the services purchased each month. Revenue is recognized for proposal services in the month the services are performed.

The Company typically provides a 10-year

warranty on its solar energy system installations, which provides assurance over the workmanship in performing the installation, including roof leaks caused by the Company's performance. For solar panel sales recognized prior to the Disposal Transaction, the Company provides a 30-year warranty that the products will be free from defects in material and workmanship.

When the revenues are recognized for the solar energy systems installations services, the Company accrues liabilities for the estimated future costs of meeting its warranty obligations. The Company makes and revises these estimates based primarily on the volume of new sales that contain warranties, historical experience with and projections of warranty claims, and estimated solar energy system and panel replacement costs. The Company records a provision for estimated warranty expenses in cost of revenues within the accompanying consolidated statements of operations and comprehensive loss.

Shipping and handling costs and certain taxes

Revenues are recognized net of taxes collected from customers and remitted to governmental authorities. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in both revenues and cost of revenues in the accompanying consolidated statements of operations and comprehensive loss.

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and 591 more changes in the filing

Financial statements 11 changes

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Notes payable, net (1)

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Forward purchase agreement liabilities (2)

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Common stock, $0.0001 $ 0.0001 par value. 1,000,000,000 shares and 60,000,000 shares authorized at October 1, 2023 and December 31, 2022, respectively; 45,312,243 shares and 19,932,429 shares issued and outstanding at October 1, 2023 and December 31, 2022, respectively paid-in capital 276,438 190,624 Accumulated other comprehensive income Accumulated deficit ( 327,279 ) ( 85,373 ) Total stockholders' (deficit) equity ( 50,783 ) 105,281 Total liabilities and stockholders' deficit $ 72,019 $ 228,183 (1) Includes $0.5 million and zero due to related parties as of October 1, 2023 and December 31, 2022, respectively.

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Interest expense (1)

Other income (expense), net (2)

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Unaudited Condensed Consolidated Statements of Stockholders' Deficit (continued) ( in thousands except number of shares ) Nine Month Period Ended September 30, 2022 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' (Deficit) Equity Shares Amount Shares Amount Balance as of December 31, 2021, as previously reported 16,564,370 $ 31,401 3,739,572 $ — $ 3,105 $ ( 55,896 ) $ — $ ( 52,791 ) Retroactive application of recapitalization (Note 4) ( 16,564,370 ) ( 31,401 ) 6,066,571 31,400 — — 31,401 Balance at December 31, 2021, as adjusted — — 9,806,143 34,505 ( 55,896 ) — ( 21,390 ) 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 — — 103,353 — — — Issuance of common stock warrants — — — — 3,447 — — 3,447 Stock-based compensation — — — — — — Net loss — — — — — ( 10,809 ) — ( 10,809 ) Balance as of September 30, 2022, as previously reported 2,771,551 11,558 9,909,496 38,197 ( 66,705 ) — ( 28,507 ) Retroactive application of recapitalization (Note 4) ( 2,771,551 ) ( 11,558 ) 1,338,569 — 11,558 — — 11,558 Balance as of September 30, 2022, as adjusted — $ — 11,248,065 $ $ 49,755 $ ( 66,705 ) $ — $ ( 16,949 ) (1) Includes 1,315,287 shares of Series D-1 redeemable convertible preferred stock with a carrying value of $6.3 $ 6.3 million, issued to related parties.

Reclassification of pre-funded

9 unchanged paragraphs

interest expense (1)

Gain on extinguishment of convertible notes and SAFEs (2)

3 unchanged paragraphs

Issuance of forward purchase agreements (3)

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Operating lease right-of-use

7 unchanged paragraphs

Exhibits 7 changes

1 unchanged paragraph

Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation, and The Solaria Corporation 333-269674 2.1 May 31, 2023 2.2 Agreement and Plan of Merger, dated as of October 3, 2022, by and between Complete Solar Holding Corporation, Complete Solar Midco, LLC, Complete Solar Merger Sub, Inc., The Solaria Corporation, and Fortis Advisors LLC 333-269674 2.4 February 10, 2023 2.3 Asset Purchase Agreement, dated as of September 19, 2023, by and between Complete Solaria, Inc., SolarCA LLC, Maxeon Solar Technologies, Ltd. 8-K 001-40117 2.1 September 21, 2023 3.1 Certificate of Incorporation of Complete Solaria 8-K 001-40117 3.1 July 21, 2023 3.2 Bylaws of Complete Solaria 8-K 001-40117 3.2 July 21, 2023 4.1 Amended and Restated Registration Rights Agreement, dated July 18, 2023, by and among the Company and certain other stockholders party thereto 8-K 001-40117 4.1 July 21, 2023 4.2 Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent 8-K 001-40117 4.1 March 2, 2021 II-2 Incorporated by Reference Exhibit Number Description Schedule/ Form File No. Exhibit Filing Date 5.1* Opinion of Cooley LLP 10.1 Form of Lock-Up Agreement from certain of shareholders, officers, and directors of Freedom Acquisition I Corp. and Complete Solaria, Inc. 333-269674 10.1 February 10, 2023 10.2 Amended and Restated Sponsor Support Agreement, dated as of May 26, 2023 333-269674 10.2 February 10, 2023 10.3 Company Stockholder Support Agreement, dated as of October 3, 2022 8-K 001-40117 10.3 October 4, 2022 10.4 Form of Convertible Notes Agreement 333-269674 10.4 February 10, 2023 10.5 Complete Solaria, Inc. 2023 Incentive Equity Plan 8-K 001-40117 10.5 July 24, 2023 10.6# Forms of Option Grant Notice and Option agreement and Global RSU Grant Notice and Agreement 8-K 001-40117 10.6 July 24, 2023 10.7# Complete Solaria, Inc. 2023 Employee Stock Purchase Plan 8-K 001-40117 10.7 July 24, 2023 10.8# Amended and Restated Complete Solaria, Inc. Omnibus Incentive Plan 8-K 001-40117 10.8 July 24, 2023 10.9# Amended and Restated Complete Solaria, Inc. 2021 Stock Plan 8-K 001-40117 10.9 July 24, 2023 10.10# Forms of Option Agreement and Option Exercise under the 2021 Stock Plan 8-K 001-40117 10.10 July 24, 2023 10.11# Solaria Corporation 2016 Stock Plan 8-K 001-40117 10.11 July 24, 2023 10.12# Forms of Option Agreement and Notice of Exercise under the 2016 Stock Plan 8-K 001-40117 10.12 July 24, 2023 10.13# Complete Solar 2011 Stock Plan 8-K 001-40117 10.13 July 24, 2023 10.14# Forms of Option Agreement and Option Exercise under the 2011 Stock Plan 8-K 001-40117 10.14 July 24, 2023 10.15# Solaria Corporation 2006 Stock Plan 8-K 001-40117 10.15 July 24, 2023 10.16# Forms of Option Agreement, Restricted Stock Agreement and Early Exercise under the 2006 Stock Plan 8-K 001-40117 10.16 July 24, 2023 10.17 Letter Agreement, dated February 25, 2021, among the Company and its officers and directors and Freedom Acquisition I LLC 333-269674 10.7 February 10, 2023 10.18 Bishop Ranch –Building Lease Part I and Bishop Ranch –Building Lease Part II dated October, 3 2018, as amended March 31, 2020 333-269674 10.15 February 10, 2023 10.19† Amended and Restated Channel Agreement dated November 27, 2017, as amended, by and between Sunrun Inc. and Complete Solar 333-269674 10.19 May 11, 2023 10.20† Distribution Agreement dated as of January 2, 2019, by and between Solaria and Consolidated Electrical Distributors, Inc. doing business as CED Greentech 333-269674 10.20 May 11, 2023 II-3 Incorporated by Reference Exhibit Number Description Schedule/ Form File No. Exhibit Filing Date 10.21† Mosaic Dealer Agreement, dated January 24, 2017, by and among Complete Solar, Inc. and Solar Mosaic, Inc. 333-269674 10.21 May 11, 2023 10.22# Form of Employment Agreement between Complete Solaria, Inc. and Executive Officers 333-269674 10.22 May 11, 2023 10.23 Form of Indemnification Agreement 8-K 001-40117 10.23 July 24, 2023 10.24 Forward Purchase Agreement, dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc. 8-K 001-40117 10.24 July 24, 2023 10.25 Forward Purchase Agreement, dated July 13, 2023, between Polar Multi-Strategy Master Fund; Freedom Acquisition I Corp. and Complete Solaria, Inc. 8-K 001-40117 10.25 July 24, 2023 10.26 Forward Purchase Agreement, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc. 8-K 001-40117 10.26 July 24, 2023 10.27 FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc. 8-K 001-40117 10.27 July 24, 2023 10.28 FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Polar Multi-Strategy Master Fund; Freedom Acquisition I Corp. and Complete Solaria, Inc. 8-K 001-40117 10.28 July 24, 2023 10.29 FPA Funding Amount Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc. 8-K 001-40117 10.29 July 24, 2023 10.30 New Money Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc. 8-K 001-40117 10.30 July 24, 2023 II-4 Incorporated by Reference Exhibit Number Description Schedule/ Form File No. Exhibit Filing Date 10.31 New Money Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc. 8-K 001-40117 10.31 July 24, 2023 10.32 Form of Subscription Agreement 8-K 001-40117 10.32 July 24, 2023 10.33 Form of Amendment to Forward Purchase Agreement 8-K 001-40117 10.1 December 21, 2023 10.34 Form of Common Stock Purchase Agreement 8-K 001-40117 10.2 December 21, 2023 16.1 Letter from Marcum LLP 8-K 001-40117 16.1 July 24, 2023 21.1 List of Subsidiaries 333-273820 21.1 August 9, 2023 23.1* Consent of Deloitte and Touche, independent registered public accounting firm of Complete Solaria, Inc. 23.2* Consent of Deloitte and Touche, independent registered public accounting firm of The Solaria Corporation 24.2 Power of Attorney (included on signature page) 333-273820 24.2 August 9, 2023 107* Fee Filing Table * Filed herewith. 101.INS Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Undertakings 1 change

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Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fremont, California, on the day of December 22, 2023. February 1, 2024.

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