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.
Amendments to Sandia and Meteora Forward Purchase Agreements
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 separate agreements dated July 13, 2023 (each a “Forward Purchase Agreement”, and together, the “Forward Purchase Agreements”) with each of (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Meteora”); (ii) Polar Multi-Strategy Master Fund (“Polar”), and (iii) Sandia Investment Management LP (“Sandia”, and each of Meteora, Polar, and Sandia, individually, a “Seller”, and together, the “Sellers”) for OTC Equity Prepaid Forward Transactions.
On July 15, 2025, the Company and Meteora entered into an amendment to the Forward Purchase Agreement between Meteora and the Company, and on July 16, 2025, the Company and Sandia entered into an amendment to the Forward Purchase Agreement between Sandia and the Company (collectively, the “FPA Amendments”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreements with each of Meteora and Sandia attached as exhibits to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 24, 2023. Any references herein to the “Forward Purchase Agreement” are to be treated as a reference to each Seller’s separate Forward Purchase Agreement and should be construed accordingly.
The FPA Amendments extend the valuation date (the “Valuation Date”) to the earliest to occur of (a) July 17, 2026, (b) the date specified by the applicable Seller in a written notice to be delivered to the Company at such Seller’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 Amendments further amend 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 Amendments also amend the definition of “Cash Settlement Payment Date” to provide that if the Settlement Amount Adjustment exceeds the Settlement Amount, the Company shall remit to the applicable Seller the difference between (i) the Settlement Amount Adjustment and (ii) the Settlement Amount. The FPA Amendments further provide that the Settlement Amount will be used solely as a calculation mechanism to determine any liability the Company may owe to the Seller via the Settlement Amount Adjustment, and notwithstanding anything to the contrary herein, the Seller shall not be required to remit the Settlement Amount to the Company or return any portion of the Prepayment Amount.
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The foregoing description of the FPA Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of FPA Amendment filed herewith as Exhibit 10.1 and incorporated herein by reference.
Amendment to Polar Forward Purchase Agreement
On July 18, 2025, the Company and Polar entered into a fourth amendment to the Forward Purchase Agreement between Polar and the Company (the “Polar 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 an exhibit to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 24, 2023. Any references herein to the “Forward Purchase Agreement” are to be treated as a reference to Polar’s separate Forward Purchase Agreement and should be construed accordingly.
The Polar FPA Amendment extends the valuation date (the “Valuation Date”) to the earliest to occur of (a) August 1, 2025, (b) the date specified by the Polar 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 foregoing description of the Polar FPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Polar FPA Amendment filed herewith as Exhibit 10.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Form of Amendment to OTC Equity Prepaid Forward Transaction | |
| 10.2 | Fourth 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.
| Complete Solaria, Inc. | ||
| Dated: July 21, 2025 | ||
| By: | /s/ Thurman J. Rodgers | |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
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