Complete Solaria Inc
For the period ended Dec 29, 2024. Filed Apr 30, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 30, 2025
SPWR$0.23-3.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) The following are filed with this Annual Report on Form 10-K:
| 1. | Financial Statements: See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. |
| 2. | Financial Statement Schedules: All financial statement schedules have been omitted because they are not required, not applicable or the required information is otherwise included. |
| 3. | Exhibits: The exhibits listed below are filed as part of this Annual Report on Form 10-K or incorporated herein by reference, in each case as indicated below. |
| Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 1.1 | Controlled Equity OfferingSM Sales Agreement dated December 19, 2024 by and between Complete Solaria, Inc. and Cantor Fitzgerald & Co. | S-3 | 333-283948 | 1.2 | 2024-12-20 |
| 2.1 | 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 | S-4 | 333-269674 | 2.1 | 2023-05-31 |
| 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 | S-4 | 333-269674 | 2.4 | 2023-02-10 |
| 2.3 | Asset Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies, Ltd. | 8-K | 001-40117 | 2.1 | 2023-09-21 |
| 3.1 | Certificate of Incorporation of Complete Solaria | 8-K | 001-40017 | 3.1 | 2023-07-21 |
| 3.2 | Bylaws of Complete Solaria | 8-K | 001-40017 | 3.2 | 2023-07-21 |
| 4.1 | Form of Replacement Warrant | 8-K | 001-40117 | 4.1 | 2023-10-12 |
| 4.2 | Form of First Amendment to Replacement Warrant | 8-K | 001-40117 | 4.2 | 2023-10-12 |
| 4.3 | 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 | 2023-07-24 |
| 4.4 | 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 | 2021-03-2 |
| 4.5 | Indenture, dated September 16, 2024, between the Company and U.S. Bank Trust Company, National Association | 8-K | 001-40017 | 4.1 | 2024-09-26 |
| 4.6 | Form of 7.0% Convertible Senior Note due 2029 | 8-K | 001-40017 | 4.2 | 2024-09-26 |
| 4.7 | Form of Indenture | S-3 | 333-283948 | 4.13 | 2024-12-20 |
| 4.8* | Description of Capital Stock | ||||
| 10.1 | Form of Indemnification Agreement | 8-K | 001-40017 | 10.23 | 2023-07-24 |
| 10.2 | 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 | 001-40017 | 10.24 | 2023-07-24 |
| 10.3 | Forward Purchase Agreement, dated July 13, 2023, between Polar Multi-Strategy Master Fund; Freedom Acquisition I Corp. and Complete Solaria, Inc. | 8-K | 001-40017 | 10.25 | 2023-07-24 |
| 10.4 | 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 | 001-40017 | 10.26 | 2023-07-24 |
| 10.5 | 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 | 001-40017 | 10.27 | 2023-07-24 |
| Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.6 | 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 | 001-40017 | 10.28 | 2023-07-24 |
| 10.7 | 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 | 001-40017 | 10.29 | 2023-07-24 |
| 10.8 | 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 | 001-40017 | 10.30 | 2023-07-24 |
| 10.9 | 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 | 001-40017 | 10.31 | 2023-07-24 |
| 10.10 | Form of Subscription Agreement | 8-K | 001-40017 | 10.32 | 2023-07-24 |
| 10.11 | Form of Subscription Agreement | 8-K | 001-40017 | 10.1 | 2023-07-14 |
| 10.12 | Promissory Note dated July 10, 2023, issued by Freedom Acquisition I Corp. to Freedom Acquisition I LLC | 8-K | 001-40017 | 10.1 | 2023-07-11 |
| 10.13 | Consent to Business Combination Agreement, dated July 9, 2023. | 8-K | 001-40017 | 10.1 | 2023-07-10 |
| 10.14 | Complete Solaria, Inc. 2023 Incentive Equity Plan | 8-K | 001-40017 | 10.5 | 2023-07-24 |
| 10.15 | Forms of Option Grant Notice and Option agreement and Global RSU Grant Notice and Agreement | 8-K | 001-40017 | 10.6 | 2023-07-24 |
| 10.16 | Complete Solaria, Inc. 2023 Employee Stock Purchase Plan | 8-K | 001-40017 | 10.7 | 2023-07-24 |
| 10.17# | Form of Employment Agreement between Complete Solaria, Inc. and Executive Officers | S-4 | 333-269674 | 10.22 | May 11, 2023 |
| 10.18 | Exchange Agreement dated July 1 2024 among Complete Solaria, Inc. and the Purchasers party thereto | 8-K | 001-40017 | 10.1 | 2024-07-8 |
| 10.19 | Form of Convertible Note dated July 1, 2024 | 8-K | 001-40017 | 10.2 | 2024-07-8 |
| 10.20 | Form of Convertible Note Purchase Agreement dated July 1, 2024 | 8-K | 001-40017 | 10.3 | 2024-07-8 |
| 10.21 | Form of Note Purchase Agreement | 8-K | 001-40117 | 10.1 | 2024-09-26 |
| 10.22 | Form of Polar Third Amendment to Forward Purchase Agreement | 8-K/A | 001-40117 | 10.1 | 2024-07-23 |
| 10.23 | Common Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion | 8-K | 001-40117 | 10.1 | 2024-07-17 |
| 10.24 | Amendment No. 1 to Common Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion | 8-K | 001-40117 | 10.1 | 2024-07-26 |
| 10.25 | Amendment No. 2 to Common Stock Purchase Agreement effective August 14, 2024 between the Company and White Lion | 8-K | 001-40117 | 10.1 | 2024-08-20 |
| 10.26 | Registration Rights Agreement dated July 16, 2024 by and between the Company and White Lion | 8-K | 001-40017 | 10.2 | 2024-07-17 |
| 10.27 | OTC Equity Prepaid Forward Transaction Third Amendment dated as of July 17, 2024 by and between Polar Multi-Strategy Master Fund and the Company | POS AM | 333-273820 | 10.47 | 2024-07-18 |
| 10.28 | Asset Purchase Agreement dated as of August 5, 2024 by and among the Company, SunPower Corporation and the other parties thereto | 8-K | 001-40017 | 10.1 | 2024-08-06 |
| 10.29# | Employment Agreement dated October 10, 2024 between the Company and Daniel Foley | 8-K | 001-40117 | 10.1 | 2024-10-16 |
| 10.30 | Transition Services Agreement dated September 30, 2024 among Complete Solaria, Inc. and the other parties thereto | 8-K | 001-40117 | 10.1 | 2024-10-01 |
| 10.31 | Form of Amendment to SAFE (2024) | 8-K | 001-40117 | 10.1 | 2024-04-22 |
| Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.32# | Executive Employment Agreement dated April 24, 2024 between the Company and Brian Wubbels | 10-Q | 001-40117 | 10.2 | 2024-08-14 |
| 10.33 | Form of Sandia Second Amendment to Forward Purchase Agreement | 8-K | 001-40117 | 10.1 | 2024-05-14 |
| 10.34 | Form of Polar Second Amendment to Forward Purchase Agreement | 8-K | 001-40117 | 10.2 | 2024-05-14 |
| 10.35 | Form of SAFE (May 2024) | 8-K | 001-40117 | 10.1 | 2024-05-17 |
| 10.36 | Separation Agreement with Chris Lundell dated as of May 18, 2024 | 10-Q | 001-40117 | 10.7 | 2024-08-14 |
| 10.37 | Form of Sandia Third Amendment to Forward Purchase Agreement | 8-K | 001-40117 | 10.1 | 2024-06-20 |
| 10.38 | Form of Siemens v. Solaria Final Order | 8-K | 001-40117 | 10.1 | 2024-06-21 |
| 10.39 | Form of Common Stock Warrant (2024) | 8-K | 001-40017 | 10.1 | 2024-06-24 |
| 10.40 | Form of Statement of Work (2024) | 8-K | 001-40017 | 10.2 | 2024-06-24 |
| 10.41 | Amended and Restated Omnibus Incentive Plan | 8-K | 001-40017 | 10.8 | 2023-07-24 |
| 10.42 | Amended and Restated 2021 Stock Plan | 8-K | 001-40017 | 10.9 | 2023-07-24 |
| 10.43 | Forms of Option Agreement and Option Exercise under 2021 Stock Plan | 8-K | 001-40017 | 10.10 | 2023-07-24 |
| 10.44 | Solaria Corporation 2016 Stock Plan | 8-K | 001-40017 | 10.11 | 2023-07-24 |
| 10.45 | Forms of Option Agreement and Notice of Exercise under 2016 Stock Plan | 8-K | 001-40017 | 10.12 | 2023-07-24 |
| 10.46 | Complete Solaria 2011 Stock Plan | 8-K | 001-40017 | 10.13 | 2023-07-24 |
| 10.47 | Forms of Option Agreement and Option Exercise under 2011 Stock Plan | 8-K | 001-40017 | 10.14 | 2023-07-24 |
| 10.48 | Solaria Corporation 2006 Stock Plan | 8-K | 001-40017 | 10.15 | 2023-07-24 |
| 10.49 | Forms of Option Agreement, Restricted Stock Agreement and Early Exercise under 2006 Stock Plan | 8-K | 001-40017 | 10.16 | 2023-07-24 |
| 10.50 | Form of Common Stock Purchase Agreement | S-1 | 333-273820 | 10.41 | 2024-07-19 |
| 10.51 | Form of Employment Extension Agreement | 8-K | 001-40017 | 10.1 | 2024-07-5 |
| 16.1 | Letter from Deloitte & Touche LLP | 8-K | 001-40117 | 16.1 | 2024-08-01 |
| 16.2 | Letter from Marcum LLP | 8-K | 001-40117 | 16.1 | 2023-07-24 |
| 19.1* | Insider Trading Policy | ||||
| 23.1* | Consent of Deloitte & Touche, LLP, independent registered public accounting firm | ||||
| 23.2* | Consent of BDO USA, P.C. | ||||
| 31.1* | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1* | Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2* | Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1* | Complete Solaria, Inc. Clawback Policy | ||||
| 101* | Inline XBRL Document Set for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed Financial Statements and Supplemental Details | ||||
| 104* | Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101 | ||||
| * | Filed herewith |
|---|---|
| # | Indicates a management contract or compensatory plan, contract or arrangement. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.