| PROSPECTUS
SUPPLEMENT NO. 5 |
Filed
Pursuant to Rule 424(b)(3) |
| (To
the Prospectus dated August 8, 2024) |
Registration
No. 333-280973 |
Up
to 30,450,000 Shares of Common Stock
This
prospectus supplement supplements the prospectus, dated August 8, 2024 (as amended or supplemented, the “prospectus”),
which forms a part of our registration statement on Form S-1 (No. 333-280973). This prospectus supplement is being filed to update and
supplement the information in the prospectus with the information contained in our Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on September 16, 2024 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
The
prospectus and this prospectus supplement relate to the potential offer and sale of up to 30,450,000 shares of our common stock, par
value $0.0001 per share (the “common stock”), by White Lion Capital, LLC (“White Lion” or the “Selling
Securityholder”).
The
shares of common stock to which the prospectus and this prospectus supplement relate may be issued to White Lion pursuant to the Common
Stock Purchase Agreement dated July 16, 2024 between us and White Lion, as amended by Amendment No. 1 to the Common Stock Purchase Agreement
dated July 24, 2024 (as amended, the “White Lion Purchase Agreement”), establishing an equity line of credit. Such
shares of our common stock include (a) up to 30,000,000 shares of common stock that we may elect, in our sole discretion, to issue and
sell to White Lion from time to time during the White Lion Commitment Period (as defined below) under the White Lion Purchase Agreement
(assuming the shares to be issued are sold at a price of $1.00 per share) and (b) up to 450,000 shares of common stock (the “Commitment
Shares”) issuable to White Lion as consideration for it entering into the White Lion Purchase Agreement (assuming the shares
to be issued are sold at a price of $1.00 per share). See “The White Lion Transaction” below for a description of
the White Lion Purchase Agreement and “Selling Securityholder” for additional information regarding White Lion.
The
actual number of shares of our common stock issuable to White Lion will vary depending on the then-current market price of shares of
our common stock sold to the Selling Securityholder under the White Lion Purchase Agreements and are subject to the further limitations
set forth in the White Lion Purchase Agreement.
We
are not selling any securities under the prospectus or this prospectus supplement and will not receive any of the proceeds from the sale
of shares of common stock by the Selling Securityholder. Additionally, we will not receive any proceeds from the issuance or sale of
the Commitment Shares. However, we may receive proceeds of up to $30.0 million from the sale of our common stock to the Selling Securityholder
pursuant to the White Lion Purchase Agreement after the date of the prospectus. The actual proceeds from White Lion may be less
than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are
sold.
The
Selling Securityholder may sell or otherwise dispose of the shares of common stock described in the prospectus in a number of different
ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Securityholder may
sell or otherwise dispose of the shares of common stock being registered pursuant to the prospectus. The Selling Securityholder is an
“underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.
The
Selling Securityholder will pay all brokerage fees and commissions and similar expenses attributable to the sales of its common stock.
We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares of common stock
offered hereby, including legal and accounting fees. See “Plan of Distribution.”
Our
common stock and Public Warrants are listed on The Nasdaq Stock Market under the symbols “CSLR” and “CSLRW,”
respectively. On September 11, 2024, the last reported sales price of our common stock was $2.09 per share and the last reported sales
price of our Public Warrants was $0.1378 per Public Warrant.
This
prospectus supplement should be read in conjunction with the prospectus, including any amendments or supplements thereto, which is to
be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, including any amendments
or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information
contained therein.
This
prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including
any amendments or supplements thereto.
We
are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with
reduced public company reporting requirements. The prospectus and this prospectus supplement comply with the requirements that apply
to an issuer that is an emerging growth company.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled
“Risk Factors” beginning on page 6 of the prospectus, and under similar headings in any amendments or supplements to the
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed
upon the accuracy or adequacy of this prospectus or the prospectus. Any representation to the contrary is a criminal offense.
Prospectus
Supplement dated September 16, 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 16, 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
7.01 Regulation FD Disclosure
On
August 5, 2024, Complete Solaria, Inc., a Delaware corporation (the “Company”, “we” and “us”),
entered into a “Stalking Horse” asset purchase agreement with SunPower Corporation (“SunPower”) and the
direct and indirect subsidiaries of SunPower (the “Debtors”) providing for the Company’s purchase of certain
assets related to the Debtors’ Blue Raven Solar business and assets relating to the Debtors’ New Homes business and non-installing
Dealer network (the “Stalking Horse APA”).
On
September 16, 2024, the Company issued a press release announcing that the Company had been determined to be the prevailing bidder
for the assets pursuant to the Stalking Horse APA
The
information in this Item 7.01 of the Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing
made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any
general incorporation language in such filing.
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:
September 16, 2024 |
|
| |
|
|
| |
By: |
/s/
Thurman J. Rodgers |
| |
|
Thurman
J. Rodgers |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Complete Solar is Winning Bidder
In SunPower Chapter 11 Proceedings
Lehi, Utah (September 16, 2024) –
Complete Solar Holdings, Inc. d/b/a Complete Solar (“Complete Solar” or the “Company”) (Nasdaq: CSLR), a solar
technology, services, and installation company, today announced that SunPower (OTC: SPWRQ) has determined Complete Solar to be the prevailing
bidder for the assets of SunPower pursuant to the Asset Purchase Agreement previously filed with the Bankruptcy Court. Accordingly, subject
to the Bankruptcy Court’s final approval of the sale at the hearing on September 23, 2024, Complete Solar will acquire the assets
of SunPower.
T.J. Rodgers. Complete Solar CEO, said, “Just
a week ago, Complete Solar announced it would offer interviews to join the ‘New SunPower,’ officially Complete Solar, the
‘Ark’ in the Noah’s Ark reverse merger by which the 100-person Complete Solar will hire 1,000 people from the current
SunPower family of companies into new jobs with fresh stock option grants. Complete Solar will also begin to manage three SunPower business
units, while leaving the rest of the company to complete its bankruptcy process.
Rodgers continued, “When I wrote the invitation
to interview to all SunPower family company members, I intentionally mentioned that the 1,000 we hired would have to do the work of 2,000
because we would have a Silicon Valley-style startup work ethic. My intent was to reduce the number of applications to ease our interviewing
burden – three interviews for each of 1,000 people requires a team of 30 interviewers to perform 100 interviews each. To my surprise
1,925 employees signed up in just a few hours. With 1,000 hand-picked employee-shareholders, we’re going to turn the recent shareholder
complaints into at least respect and hopefully praise over the next year.”
About Complete Solar
Complete Solar is a solar company and end-to-end
customer offering, which includes financing, project fulfilment and customer service. Complete Solar’s digital platform together
with premium solar products enable one-stop service for clean energy needs for customers wishing to make the transition to a more energy-efficient
lifestyle. For more information visit https://www.completesolar.com and follow us on LinkedIn.
Forward Looking Statements
This press release may contain certain forward-looking
statements within the meaning of the federal securities laws with respect to the referenced transactions. These forward-looking statements
generally are identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would,” and similar expressions, but the absence of these
words does not mean that a statement is not a forward-looking statement. Forward-looking statements are forecasts, predictions, projections
and other statements about future events that are based on current expectations, hopes, beliefs, intentions, strategies and assumptions
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this press release the price of Complete Solar’s securities may be volatile due to a variety of factors,
including changes in the applicable competitive or regulatory landscapes, variations in operating performance across competitors, changes
in laws and regulations affecting Complete Solar’s business, and changes in the combined capital structure; the ability to implement
business plans, forecasts, and the evolution of the markets in which Complete Solar will compete.
Readers should carefully consider the foregoing
factors and the other risks and uncertainties described in the “Risk Factors” section of Form 10-K filed with the Securities
and Exchange Commission (the “SEC”) on April 1, 2024. Such filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
Complete Solar assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise.
For investor inquiries, please contact:
Complete Solar, Inc.
Genevieve Swords
Phone: +1 (801) 477-5847
InvestorRelations@CompleteSolar.com
Source: Complete Solar, Inc.
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