| PROSPECTUS SUPPLEMENT NO. 3 |
Filed Pursuant to Rule 424(b)(3) |
| (To the Prospectus dated August 9, 2024) |
Registration No. 333-273820 |
Up to 33,894,518 Shares of Common Stock
Up to 21,874,907 Shares of Common Stock Issuable
Upon Exercise of Warrants
Up to 13,249,907 Warrants to Purchase Common
Stock
This prospectus supplement supplements the prospectus,
dated August 9, 2024 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement
on Form S-1 (No. 333-273820). This prospectus supplement is being filed to update and supplement the information in the prospectus with
the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on August 20, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The prospectus and this prospectus supplement
relate to the issuance by us of an aggregate of up to 21,874,907 shares of our common stock, $0.0001 par value per share (the “common
stock”), which consists of (i) up to 6,266,667 shares of common stock that are issuable upon the exercise of warrants (the “Private
Warrants”) originally issued in a private placement to Freedom Acquisition I, LLC (the “Sponsor”) in connection
with the initial public offering of Freedom Acquisition I Corp. (“FACT”), (ii) up to 8,625,000 shares of common stock
that are issuable upon the exercise of warrants (the “Public Warrants”) originally issued in the initial public offering
of FACT, (iii) up to 716,668 shares of common stock that are issuable upon the exercise of warrants issued to certain selling securityholders
in connection with conversion of working capital loans (the “Working Capital Warrants”) and (iv) up to 6,266,572 shares
of common stock that are issuable upon the exercise of warrants issued to certain equityholders of Legacy Complete Solaria (as defined
herein) received as consideration in connection with the exchange of their capital stock held in Legacy Complete Solaria (the “Merger
Warrants” and together with the Private Warrants, Public Warrants and the Working Capital Warrants, the “Warrants”).
We will receive the proceeds from any exercise of any Warrants for cash.
The prospectus and this prospectus supplement
also relate to the offer and sale from time to time by the selling securityholders named in the prospectus or their permitted transferees
(the “selling securityholders”) of (i) up to 33,894,518 shares of common stock consisting of (a) up to 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) 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 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 the prospectus and this prospectus supplement.
The selling securityholders may offer, sell or
distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or
at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or Warrants, except with respect
to amounts received by us upon exercise of the Warrants. 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 trading price of our common stock. If the trading price
for our common stock is less than $11.50 per share, we believe holders of Warrants will be unlikely to exercise these warrants. In addition,
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 will bear all costs, expenses and fees in connection with the registration of these securities, including with regard
to compliance with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts,
if any, attributable to their sale of shares of common stock or Warrants. See the section titled “Plan of Distribution.”
Our common stock and Warrants are listed on The
Nasdaq Stock Market under the symbols “CSLR” and “CSLRW,” respectively. On August 19, 2024, the last reported
sales price of our common stock was $1.83 per share and the last reported sales price of our Public Warrants was $0.15 per warrant.
The number of shares of common stock being offered
for resale in the prospectus and this prospectus supplement (the “Resale Securities”) exceeds the number of shares
of common stock constituting our public float. The Resale Securities represent approximately 408.7% of our public float and approximately
46.6% of our outstanding shares of common stock as of July 16, 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 $1.48 per share on July 1, 2024, the Sponsor
and other selling securityholders may receive potential profits ranging from $1.00 per share up to $1.48 per share.
This prospectus supplement should be read in conjunction
with the prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus
supplement is qualified by reference to the prospectus, including any amendments or supplements thereto, except to the extent that the
information in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without,
and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.
We are an “emerging growth company”
as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements.
The prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company.
Investing in our securities involves a high
degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning
on page 6 of the prospectus, and under similar headings in any amendments or supplements to the prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus
supplement or the prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated August 20, 2024
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 20, 2024
Complete Solaria, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40117 |
|
93-2279786 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 45700 Northport Loop East, Fremont, CA |
|
94538 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 270-2507
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
CSLR |
|
The Nasdaq Global Market |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
CSLRW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On August 14, 2024, Complete
Solaria, Inc., a Delaware corporation (the “Company”, “we” and “us”), entered
into Amendment No. 2 (“Amendment No. 2”) to the Common Stock Purchase Agreement, originally dated July 16, 2024 (as
amended, the “Purchase Agreement”), with White Lion Capital, LLC, a Nevada limited liability company (“White
Lion”).
Amendment No. 2 further amends
the Purchase Agreement to provide that, subject to the terms and conditions of the Purchase Agreement, the Company may notify White Lion
to exercise the Company’s right to sell shares of its common stock by delivering an Hour Rapid Purchase Notice (as defined in Amendment
No. 2). If the Company delivers an Hour Rapid Purchase Notice, the Company shall deliver to White Lion shares of common stock not to exceed
the lesser of (i) five percent of the Average Daily Trading Volume (as defined in the Purchase Agreement) on the date of an Hour Rapid
Purchase Notice and (ii) 100,000 shares of common stock. The closing of the transactions under an Hour Rapid Purchase Notice will occur
one Business Day (as defined in the Purchase Agreement) following the date on which the Hour Rapid Purchase Notice is delivered. At such
closing, White Lion will pay the Company the Hour Rapid Purchase Investment Amount (as defined in Amendment No. 2) equal to the number
of shares of common stock subject to the applicable Hour Rapid Purchase Notice multiplied by the lowest traded price of the Company’s
common stock during the one-hour period following White Lion’s consent to the acceptance of the applicable Hour Rapid Purchase Notice.
The foregoing description
of each of Amendment No. 2 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment
No. 2, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Complete Solaria, Inc. |
| |
|
| Dated: August 20, 2024 |
|
| |
|
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
Exhibit
10.1
AMENDMENT
NO. 2
TO
COMMON
STOCK PURCHASE AGREEMENT
BETWEEN
Complete
Solaria, Inc.
AND
WHITE
LION CAPITAL LLC
THIS
AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective August 14, 2024 (the
“Amendment Effective Date”), is by and between Complete Solaria, Inc., a Delaware corporation (the “Company”),
and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common
Stock Purchase Agreement by and between the Company and Investor dated July 16, 2024, as amended by that certain Amendment No. 1, dated
as of July 24, 2024 (as amended, the “Agreement”), to permit the Company to effect sales to the
Investor pursuant to Hour Rapid Purchase Notices (as defined below). All capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Agreement.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Article II.
Article II of the Agreement is hereby amended
by amending and restated Section 2.1 in its entirety as follows:
Section
2.1 PURCHASE NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions
of Article VII), the Company shall have the right, but not the obligation, to require the Investor, by its delivery to the
Investor of a Purchase Notice, from time to time, with a copy to the Transfer Agent, to purchase Purchase Notice Shares; provided that
the amount of Purchase Notice Shares shall not exceed the (a) the Fixed Purchase Notice Limit, the Rapid Purchase Notice Limit or the
Hour Rapid Purchase Notice Limit, as applicable, or (b) the Beneficial Ownership Limitation set forth in Section 7.2(g), (each
such purchase, a “Closing”). The Company may not deliver a subsequent Purchase Notice until the Closing of an
active Purchase Notice, except if waived by the Investor in writing. Furthermore, the Company shall not deliver any Purchase Notices to
the Investor during the PEA Period.
Article II of the Agreement is hereby amended
by adding Sections 2.2(e) and 2.2(f), which shall read in their entirety as follows:
“Section
2.2 (e) Hour Rapid Purchase Notice.
| (e) | Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company
may deliver an Hour Rapid Purchase Notice to the Investor, subject to satisfaction of the conditions set forth in Article VII and
otherwise provided herein. The Company shall deliver the Purchase Notice Shares, not to exceed the Hour Rapid Purchase Notice Limit, unless
waived by Investor, underlying a Hour Rapid Purchase Notice as DWAC Shares to the Investor’s designated brokerage account alongside
the delivery of the Hour Rapid Purchase Notice. A Hour Rapid Purchase Notice shall be deemed delivered on the Business Day that the Investor
provides written consent of the acceptance of the Hour Rapid Purchase Notice (the “Hour Rapid Purchase Notice Date”).
If the Investor does not provide written consent within 15 minutes of the delivery of the Hour Rapid Purchase Notice, the applicable Hour
Rapid Purchase Notice shall be deemed void unless waived by both the Company and the Investor. Each party shall use its commercially reasonable
efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions
contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its commercially reasonable
efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective Section 2.2 of this Agreement and the transactions contemplated herein. Investor
shall not consent to accept a Hour Rapid Purchase Notice received less than one and a half (1.5) hours prior to the close of trading on
the Principal Market. |
Section 2.2 (f) Hour Rapid
Purchase Closing
| (f) | The Closing of a Hour Rapid Purchase Notice shall occur one (1) Business Day following the Hour Rapid Purchase Notice Date (the “Hour
Rapid Purchase Closing Date”); whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Hour
Rapid Closing Date, the Hour Rapid Purchase Investment Amount by wire transfer of immediately available funds to an account designated
by the Company. |
The following terms shall be defined as set forth
below:
| a. | “Hour Rapid Closing Date” shall have the meaning specified in Section 2.2(f). |
| b. | “Hour Rapid Purchase Investment Amount”
shall mean the applicable Purchase Notice Shares referenced in the Hour Rapid Purchase Notice multiplied by the applicable Hour Rapid
Purchase Price. |
| c. | “Hour Rapid Purchase Notice” shall mean the closing of a purchase
and sale of shares of Common Stock as described in Section 2.2(e). |
| d. | “Hour Rapid Purchase Notice Date” shall have the meaning specified in Section
2.2(e). |
| e. | “Hour Rapid Purchase Notice Limit” shall mean the lesser of (i) five
percent (5%) of the Average Daily Trading Volume on the Hour Rapid Purchase Notice Date and (ii) 100,000 shares of Common Stock. |
| f. | “Hour Rapid Purchase Price” shall mean the lowest traded price of Common Stock
during the Hour Rapid Valuation Period. |
| g. | “Hour Rapid Valuation Period” shall mean the one (1) hour period following the
Investor’s written consent of the acceptance of the applicable Hour Rapid Purchase Notice by Investor. |
The following terms shall be amended and restated
as set forth below:
| i. | “Purchase Notice” shall mean a written notice from Company, substantially in
the form of Exhibit A attached hereto (a “Rapid Purchase Notice Form”), Exhibit B attached hereto (a “Fixed
Purchase Notice Form”) or Exhibit E attached hereto (a “Hour Rapid Purchase Notice Form”), to the Investor, and
with a copy of such notice delivered to the Transfer Agent, setting forth the Purchase Notice Shares which the Company requires the Investor
to purchase pursuant to the terms of this Agreement. |
Article V of the Agreement is hereby amended by
amending and restating Section 5.1 in its entirety as follows:
Section 5.1 SHORT SALES
AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding
with it, will execute any Short Sales during the period from the Execution Date to the end of the Commitment Period. For the purposes
hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notices of such number of shares of Common Stock
purchased under the applicable Purchase Notice shall not be deemed a Short Sale. The parties acknowledge and agree that during the Rapid
Purchase Notice Date, the Hour Rapid Purchase Notice Date and Fixed Purchase Valuation Period, the Investor may contract for, or otherwise
effect, the resale of the subject purchased Purchase Notice Shares to third-parties. The Investor shall, until such time as the transactions
contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents,
maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents.
“Short Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the
Exchange Act.
Exhibit A attached hereto shall be added as Exhibit
E to the Agreement.
2. Representations
and Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute,
deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the
officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any
provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation
documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.
3. Miscellaneous.
(a) Except as modified by
this Amendment, the Agreement continues in full force and effect in accordance with its terms.
(b) This Amendment shall be
governed by and construed in accordance with the laws of the State of California as set forth in Section 10.1 of the Agreement and the
dispute resolution provisions set forth in the Agreement.
(c) This Amendment may be
executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
** signature page follows
**
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.
| Complete
Solaria, Inc. |
| | | |
| | By: | /s/
Daniel Foley |
| | Name: | Daniel Foley |
| | Title: | Chief Financial Officer |
| | | |
| | WHITE LION CAPITAL, LLC |
| | | |
| | By: | /s/
Dmitriy Slobodskiy |
| | Name: | Dmitriy Slobodskiy Jr |
| | Title: | Managing Partner |
EXHIBIT E
FORM OF HOUR RAPID PURCHASE NOTICE
TO: WHITE LION CAPITAL LLC
We refer to the Common Stock Purchase
Agreement, dated as of July 16, 2024, (as amended, the “Agreement”), entered into by and between Complete
Solaria, Inc., and White Lion Capital LLC. Capitalized terms defined in the Agreement shall,
unless otherwise defined herein, have the same meaning when used herein.
We hereby:
1) Give you notice that we require you to purchase
__________ Purchase Notice Shares at the Hour Rapid Purchase Price; and
2) Certify that, as of the date hereof, the conditions
set forth in Section 7 of the Agreement are satisfied.
| | Complete Solaria,
Inc. |
| | | |
| | By: | |
| | Name: | |
| | Title: | |
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