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    Amendment: SEC Form SC 13G/A filed by Complete Solaria Inc.

    11/12/24 4:30:29 PM ET
    $CSLR
    Semiconductors
    Technology
    Get the next $CSLR alert in real time by email
    SC 13G/A 1 formsc13ga.htm

     

     

     

    United States

    Securities and Exchange Commission

    Washington, D.C. 20549

     

    Schedule 13G

     

    (Rule 13d-102)

     

    Information to be Included in Statements Filed Pursuant

    to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

    Pursuant to § 240.13d-2

     

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

     

    (Amendment No. 2)*

     

    Complete Solaria, Inc.

    (Name of Issuer)

     

    Common Stock, par value $0.0001

    (Title of Class of Securities)

     

    20460L104

    (CUSIP Number)

     

    September 30, 2024

    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ☐ Rule 13d-1(b)
    ☒ Rule 13d-1(c)
    ☐ Rule 13d-1(d)

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 1 Of 23

     

    1

    Names of Reporting Persons

     

    The Carlyle Group Inc.

     

     
    2 Check the Appropriate Box if a Member of a Group

    (a) ☐

    (b) ☐

     

    3

    SEC Use Only

     

     

     
    4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

    9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    8,107,842

     

    10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

    11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

    12

    Type of Reporting Person

     

    CO

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 2 Of 23

     

    1

    Names of Reporting Persons

     

    Carlyle Holdings I GP Inc.

     

     
    2 Check the Appropriate Box if a Member of a Group

    (a) ☐

    (b) ☐

     

    3

    SEC Use Only

     

     

     
    4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

    CO

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 3 Of 23

     

     1

    Names of Reporting Persons

     

    Carlyle Holdings I GP Sub L.L.C.

     

     
     2

    Check the Appropriate Box if a Member of a Group

     

     

    (a) ☐

    (b) ☐

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

    OO (Limited Liability Company)

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 4 Of 23

      

     1

    Names of Reporting Persons

     

    Carlyle Holdings I L.P.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

    PN

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 5 Of 23

      

     1

    Names of Reporting Persons

     

    CG Subsidiary Holdings L.L.C.

     

     
     2

    Check the Appropriate Box if a Member of a Group

     

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

    OO (Limited Liability Company)

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 6 Of 23

      

     1

    Names of Reporting Persons

     

    TC Group, L.L.C.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

    OO (Limited Liability Company)

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 7 Of 23

     

     1

    Names of Reporting Persons

     

    TC Group Sub L.P.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

    PN

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 8 Of 23

      

    1

    Names of Reporting Persons

     

    CRSEF Lux GP S.à r.l.

     

     
    2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

    3

    SEC Use Only

     

     

     
    4

    Citizenship or Place of Organization

     

    Luxembourg 

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

    9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    8,107,842

     

    10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

    11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

    12

    Type of Reporting Person

     

    OO

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 9 Of 23

      

     1

    Names of Reporting Persons

     

    Carlyle Holdings II GP L.L.C.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

     10.9%

     

     12

    Type of Reporting Person

     

     OO (Limited Liability Company)

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 10 Of 23

     

     1

    Names of Reporting Persons

     

    Carlyle Holdings II L.L.C.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

     10.9%

     

     12

    Type of Reporting Person

     

     OO (Limited Liability Company)

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 11 Of 23

     

     1

    Names of Reporting Persons

     

    TC Group Cayman Investment Holdings, L.P.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Cayman Islands

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,107,842

     


     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

     10.9%

     

     12

    Type of Reporting Person

     

     PN

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 12 Of 23

     

     1

    Names of Reporting Persons

     

    TC Group Cayman Investment Holdings Sub L.P.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Cayman Islands

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

     PN

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 13 Of 23

     

     1

    Names of Reporting Persons

     

    CRSEF GP, L.L.C.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

     OO (Limited Liability Company)

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 14 Of 23

     

     1

    Names of Reporting Persons

     

    CRSEF Managing GP, L.P.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Ontario, Canada

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

    10.9%

     

     12

    Type of Reporting Person

     

     PN

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 15 Of 23

     

     1

    Names of Reporting Persons

     

    Carlyle CRSEF Solis Aggregator, S.C.Sp.

     

     
     2 Check the Appropriate Box if a Member of a Group  

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Luxembourg

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

     10.9%

     

     12

    Type of Reporting Person

     

    PN

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 16 Of 23

     

     1

    Names of Reporting Persons

     

    CRSEF Solis Holdings, L.L.C.

     

     
     2 Check the Appropriate Box if a Member of a Group

    (a) ☐

    (b) ☐

     

     3

    SEC Use Only

     

     

     
     4

    Citizenship or Place of Organization

     

    Delaware

     

     

    Number of Shares

    Beneficially Owned by

    Each Reporting Person

    With

    5

    Sole Voting Power

     

    0

     

    6

    Shared Voting Power

     

    8,107,842

     

    7

    Sole Dispositive Power

     

    0

     

    8

    Shared Dispositive Power

     

    8,107,842

     

     9

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,107,842

     

     10

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

    Not Applicable

     

     11

    Percent of Class Represented by Amount in Row 9

     

     10.9%

     

     12

    Type of Reporting Person

     

     OO (Limited Liability Company)

     

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 17 Of 23

     

    ITEM 1. (a) Name of Issuer:

     

    Complete Solaria, Inc. (the “Issuer”)

     

      (b) Address of Issuer’s Principal Executive Offices:

     

    45700 Northport Loop East, Fremont, CA 94538.

     

    ITEM 2. (a) Name of Person Filing:

     

    Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

     

    The Carlyle Group Inc.

    Carlyle Holdings I GP Inc.

    Carlyle Holdings I GP Sub L.L.C.

    Carlyle Holdings I L.P.

    CG Subsidiary Holdings L.L.C.

    TC Group, L.L.C.

    TC Group Sub L.P.

    CRSEF Lux GP S.à r.l.

    Carlyle Holdings II GP L.L.C.

    Carlyle Holdings II L.L.C.

    TC Group Cayman Investment Holdings, L.P.

    TC Group Cayman Investment Holdings Sub L.P.

    CRSEF GP, L.L.C.

    CRSEF Managing GP, L.P.

    Carlyle CRSEF Solis Aggregator, S.C.Sp.

    CRSEF Solis Holdings, L.L.C.

     

      (b) Address or Principal Business Office:

     

    The principal business office address for each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008. The principal business office address for CRSEF Lux GP S.à r.l. and Carlyle CRSEF Solis Aggregator, S.C.Sp. is c/o The Carlyle Group, 2, avenue Charles de Gaulle, L-1653 Luxembourg, Luxembourg. The principal business office address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, DC 20004-2505.

     

      (c) Citizenship of each Reporting Person is:

     

    Each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is organized under the laws of the Cayman Islands. Each of CRSEF Lux GP S.à r.l. and Carlyle CRSEF Solis Aggregator, S.C.Sp. is organized under the laws of Luxembourg. CRSEF Managing GP, L.P. is organized under the laws of Ontario, Canada. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware.

     

      (d) Title of Class of Securities:

     

    Common stock, par value $0.0001 per share (“Common Stock”).

     

      (e) CUSIP Number:

     

    20460L104

     

    ITEM 3.    

     

    Not applicable.

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 18 Of 23

     

    ITEM 4. Ownership.

     

    (a-c)

     

    The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date of this filing, based upon 74,467,519 shares of Common Stock outstanding as of the date of this filing, which includes: (i) 63,613,798 shares of Common Stock outstanding as of August 13, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024; (ii) 4,901,340 shares of Common Stock issued upon exercise of a warrant beneficially owned by the Reporting Persons on October 3, 2024; and (iii) 5,952,381 shares of Common Stock issuable upon conversion of a convertible note beneficially owned by the Reporting Persons.

     

    Reporting Person 

    Amount

    beneficially

    owned

      

    Percent

    of class:

       Sole power to vote or to direct the vote:   Shared power to vote or to direct the vote:  

    Sole power to dispose or to direct the disposition

    of:

      

    Shared

    power to

    dispose or

    to direct

    the

    disposition

    of:

     
    The Carlyle Group Inc.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    Carlyle Holdings I GP Inc.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    Carlyle Holdings I GP Sub L.L.C.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    Carlyle Holdings I L.P.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    CG Subsidiary Holdings L.L.C.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    TC Group, L.L.C.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    TC Group Sub L.P.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    CRSEF Lux GP S.à r.l.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    Carlyle Holdings II GP L.L.C.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    Carlyle Holdings II L.L.C.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    TC Group Cayman Investment Holdings, L.P.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    TC Group Cayman Investment Holdings Sub L.P.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    CRSEF GP, L.L.C.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    CRSEF Managing GP, L.P.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    Carlyle CRSEF Solis Aggregator, S.C.Sp.   8,107,842    10.9%   0    8,107,842    0    8,107,842 
    CRSEF Solis Holdings, L.L.C.   8,107,842    10.9%   0    8,107,842    0    8,107,842 

     

    The amounts reported in the table above include: (i) 2,155,461 shares of Common Stock held of record by CRSEF Solis Holdings, L.L.C. and (ii) 5,952,381 shares of Common Stock issuable upon conversion of a convertible note held of record by CRSEF Solis Holdings, L.L.C.

     

    The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities managed by CRSEF Lux GP S.à r.l., is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the sole shareholder of CRSEF Lux GP S.à r.l., which is a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 19 Of 23

     

    The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by CRSEF Managing GP, L.P., is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of CRSEF GP, L.L.C., which is the general partner of CRSEF Managing GP, L.P., which is also a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.

     

    Carlyle CRSEF Solis Aggregator, S.C.Sp. is the managing member of CRSEF Solis Holdings, L.L.C. Accordingly, each of the entities named above may be deemed to share beneficial ownership of the securities held of record by CRSEF Solis Holdings, L.L.C. Each of them disclaims any such beneficial ownership of such securities.

     

    ITEM 5. Ownership of Five Percent or Less of a Class.

     

    Not applicable.

     

    ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

     

    Not applicable.

     

    ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

     

    Not applicable.

     

    ITEM 8. Identification and Classification of Members of the Group.

     

    Not applicable.

     

    ITEM 9. Notice of Dissolution of Group.

     

    Not applicable.

     

    ITEM 10. Certification.

     

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and were not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 20 Of 23

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Date: November 12, 2024

     

      The Carlyle Group Inc.
       
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John Redett
      Title: Chief Financial Officer
         
      Carlyle Holdings I GP Inc.
       
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John Redett
      Title: Managing Director and Chief Financial Officer
         
      Carlyle Holdings I GP Sub L.L.C.
       
      By: Carlyle Holdings I GP Inc., its sole member
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John Redett
      Title: Managing Director and Chief Financial Officer
         
      Carlyle Holdings I L.P.
       
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John Redett
      Title: Managing Director
         
      CG Subsidiary Holdings L.L.C.
       
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John Redett
      Title: Managing Director
         
      TC Group, L.L.C.
       
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John Redett
      Title: Managing Director

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 21 Of 23

     

      TC Group Sub L.P.
       
      By: TC Group, L.L.C., its general partner
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John Redett
      Title: Managing Director
         
      CRSEF Lux GP S.à r.l.
       
      By: /s/ Daniel Fischbach
      Name: Daniel Fischbach
      Title: Manager
         
      By: /s/ Sabine Belair  
      Name: Sabine Belair
      Title: Manager
         
      Carlyle Holdings II GP L.L.C.
       
      By: The Carlyle Group Inc., its sole member
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title:   Chief Financial Officer
         
      Carlyle Holdings II L.L.C.
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title:   Managing Director
         
      TC Group Cayman Investment Holdings, L.P.
         
      By: CG Subsidiary Holdings L.L.C., its general partner
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title:   Managing Director
         
      TC Group Cayman Investment Holdings Sub L.P.
         
      By: TC Group Cayman Investment Holdings, L.P., its general partner
      By: CG Subsidiary Holdings L.L.C., its general partner
         
      By: /s/ Anne Frederick, attorney-in-fact
      Name: John C. Redett
      Title:   Managing Director

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 22 Of 23

     

      CRSEF GP, L.L.C.
         
      By:    /s/ Sanket Patel
      Name: Sanket Patel
      Title: Vice President
         
      CRSEF Managing GP, L.P.
       
      By: CRSEF GP, L.L.C., its general partner
         
      By:    /s/ Sanket Patel
      Name: Sanket Patel
      Title: Vice President
         
      Carlyle CRSEF Solis Aggregator, S.C.Sp.
         
      By: CRSEF Managing GP, L.P., its general partner
      By: CRSEF GP, L.L.C., its general partner
         
      By: /s/ Sanket Patel   
      Name: Sanket Patel
      Title: Vice President
         
      And by: CRSEF Lux GP S.à r.l., its general partner
         
      By: /s/ Daniel Fischbach   
      Name: Daniel Fischbach
      Title: Manager
         
      By:    /s/ Sabine Belair
      Name: Sabine Belair
      Title: Manager
       
      CRSEF Solis Holdings, L.L.C.
       
      By: Carlyle CRSEF Solis Aggregator, S.C.Sp., its managing member
         
      By: CRSEF Managing GP, L.P., its general partner
      By: CRSEF GP, L.L.C., its general partner
         
      By:    /s/ Sanket Patel
      Name: Sanket Patel
      Title: Vice President
         
      And by: CRSEF Lux GP S.à r.l., its general partner
         
      By: /s/ Daniel Fischbach   
      Name: Daniel Fischbach
      Title: Manager
         
      By: /s/ Sabine Belair   
      Name: Sabine Belair
      Title: Manager

     

     
     

     

    CUSIP No. 20460L104Schedule 13GPage 23 Of 23

     

    LIST OF EXHIBITS

     

    Exhibit No.   Description
    24   Power of Attorney (previously filed).
    99   Joint Filing Agreement (previously filed).

     

     

     

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