Complete Solaria Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Complete Solaria, Inc. (the “Company”) previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2023 that the Company and Freedom Acquisition I Corp. (“Freedom”) entered into an agreement dated July 13, 2023 (as previously amended, the “Forward Purchase Agreement”) with Polar Multi-Strategy Master Fund (“Polar”) for OTC Equity Prepaid Forward Transactions.
On August 1, 2025, the Company and Polar entered into the Fifth Amendment to OTC Equity Prepaid Forward Transaction to amend the Forward Purchase Agreement (the “FPA Amendment”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement with Polar attached as Exhibit 10.25 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 24, 2023.
The FPA Amendment extends the valuation date (the “Valuation Date”) to the earliest to occur of (a) July 17, 2026, (b) the date specified by Power in a written notice to be delivered to the Company at Polar’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (w) a VWAP Trigger Event (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event and (c) 90 days after delivery by the Company of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period that occurs at least six months after the closing date of the transactions under the Amended and Restated Business Combination Agreement, dated as of May 26, 2023, among Freedom, the Company and the other parties thereto, the VWAP Price is less than the then applicable Reset Price, provided that a Registration Statement was effective and available for the entire measurement period and remains continuously effective and available during the entire 90 day notice period.
The FPA Amendment further amends the definition of “Settlement Amount Adjustment” to provide that if the expected Settlement Amount determined by the VWAP Price over the 15 scheduled trading days ending on but excluding the valuation date exceeds the Settlement Amount Adjustment, then the Settlement Amount Adjustment shall be deemed to be zero, and that if the Settlement Amount Adjustment exceeds the Settlement Amount, then the Settlement Amount Adjustment shall be paid, at the Company’s option, in cash or shares of the Company’s common stock.
The FPA Amendment also amends the definition of “Cash Settlement Payment Date” to provide that if the Settlement Amount Adjustment exceeds the Settlement Amount, the Company shall remit to Polar the difference between (i) the Settlement Amount Adjustment and (ii) the Settlement Amount. The FPA Amendment further provides that the Settlement Amount will be used solely as a calculation mechanism to determine any liability the Company may owe to Polar via the Settlement Amount Adjustment, and notwithstanding anything to the contrary herein, Polar shall not be required to remit the Settlement Amount to the Company or return any portion of the Prepayment Amount.
The foregoing description of the FPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the FPA Amendment filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Fifth Amendment to OTC Equity Prepaid Forward Transaction | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Dated: August 4, 2025 | Complete Solaria, Inc. | |
| By: | /s/ Thurman J. Rodgers | |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
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