UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Complete Solaria, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
20460L104
(CUSIP Number)
July 18, 2023
(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. 20460L104 | Page 2 of 11 |
| 1. |
Names of Reporting Persons
Rodgers, Thurman J. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
11,607 (1) | ||||
| 6. | Shared Voting Power
7,070,580 (2) | |||||
| 7. | Sole Dispositive Power
11,607 (1) | |||||
| 8. | Shared Dispositive Power
7,070,580 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,082,187 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
15.9% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes 2,765 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Person. |
| (2) | Consists of (i) 5,863,367 shares of Common Stock held by Rodgers Massey Revocable Living Trust, of which the Reporting Person is a trustee and (ii) 485,562 shares of Common Stock held by Rodgers Capital, LLC, of which the Reporting Person is a manager, plus 569,770 and 151,881 shares, respectively, of Common Stock issuable upon the exercise of warrants. |
| (3) | This percentage is calculated based on 43,779,577 shares of Common Stock issued and outstanding as of July 18, 2023, as provided by the Issuer. |
| CUSIP No. 20460L104 | Page 3 of 11 |
| 1. |
Names of Reporting Persons
Rodgers Capital, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
637,443 (1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
637,443 (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
637,443 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.5% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 151,881 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Person. |
| (2) | This percentage is calculated based on 43,779,577 shares of Common Stock issued and outstanding as of July 18, 2023, as provided by the Issuer. |
| CUSIP No. 20460L104 | Page 4 of 11 |
| 1. |
Names of Reporting Persons
Rodgers Massey Revocable Living Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
6,433,137 (1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
6,433,137 (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,433,137 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
14.5% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 569,770 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Person. |
| (2) | This percentage is calculated based on 43,779,577 shares of Common Stock issued and outstanding as of July 18, 2023, as provided by the Issuer. |
| CUSIP No. 20460L104 | Page 5 of 11 |
| Item 1. | ||||||
| (a) | Name of Issuer
Complete Solaria, Inc. | |||||
| (b) | Address of Issuer’s Principal Executive Offices
45700 Northport Loop East Fremont, CA 94538 | |||||
| Item 2. | ||||||
| (a) |
Name of Person Filing
Thurman J. Rodgers Rodgers Capital, LLC Rodgers Massey Revocable | |||||
| (b) | Address of Principal Business Office or, if none, Residence
The address of Thurman J. Rodgers, Rodgers Capital, LLC and Rodgers Massey Revocable Living Trust is:
575 Eastview Way, Woodside, CA 94062 | |||||
| (c) | Citizenship
See Row 4 of the cover page for each Reporting Person. | |||||
| (d) | Title of Class of Securities
Common Stock, $0.0001 par value | |||||
| (e) | CUSIP Number
20460L104 | |||||
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
| Not applicable | ||||||
| Item 4. |
Ownership | |||||
| (a) |
Amount beneficially owned as of July 18, 2023: | |||||
| Thurman J. Rodgers |
7,082,187 | |||||
| Rodgers Capital, LLC |
637,443 | |||||
| Rodgers Massey Revocable Living Trust |
6,433,137 | |||||
| (b) |
Percent of class as of July 18, 2023: | |||||
| Thurman J. Rodgers |
15.9% (1) | |||||
| CUSIP No. 20460L104 | Page 6 of 11 |
| Rodgers Capital, LLC |
1.5% (1) | |||||
| Rodgers Massey Revocable Living Trust |
14.5% (1) | |||||
| (c) | Number of shares as to which the person has as of July 18, 2023: | |||||
| (i) Sole power to vote or to direct the vote: | ||||||
| Thurman J. Rodgers |
11,607 | |||||
| Rodgers Capital, LLC |
0 | |||||
| Rodgers Massey Revocable Living Trust |
0 | |||||
| (ii) Shared power to vote or to direct the vote: | ||||||
| Thurman J. Rodgers |
7,070,580 | |||||
| Rodgers Capital, LLC |
637,443 | |||||
| Rodgers Massey Revocable Living Trust |
6,433,137 | |||||
| (iii) Sole power to dispose or to direct the disposition of: | ||||||
| Thurman J. Rodgers |
11,607 | |||||
| Rodgers Capital, LLC |
0 | |||||
| Rodgers Massey Revocable Living Trust |
0 | |||||
| (iv) Shared power to dispose or to direct the disposition of: | ||||||
| Thurman J. Rodgers |
7,070,580 | |||||
| Rodgers Capital, LLC |
637,443 | |||||
| Rodgers Massey Revocable Living Trust |
6,433,137 | |||||
| (1) This percentage is calculated based on 43,779,577 shares of Common Stock issued and outstanding as of July 18, 2023, as provided by the Issuer. | ||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ | ||||||
| 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 or Control Person | |||||
| Not applicable | ||||||
| CUSIP No. 20460L104 | Page 7 of 11 |
| 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 are 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 are not held in connection with or as a participant in any transaction having such purpose or effect. | ||
| CUSIP No. 20460L104 | Page 8 of 11 |
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.
Dated: July 31, 2023
| Thurman J. Rodgers
/s/ Matt Hemington Matt Hemington, Attorney-in-fact |
| Rodgers Massey Revocable Living Trust | ||
| By: |
/s/ Thurman J. Rodgers Name: Thurman J. Rodgers Title: Trustee | |
| Rodgers Capital, LLC | ||
| By: |
/s/ Thurman J. Rodgers Name: Thurman J. Rodgers Its: Manager | |
| CUSIP No. 20460L104 | Page 9 of 11 |
EXHIBITS
| A: | Joint Filing Agreement |
| B: | Power of Attorney for Thurman J. Rodgers |