What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-01 compared with 2023-04-06 · 356 added, 737 removed, 1 unchanged (100% of the section changed)

are a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset

acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout

Annual Report as our initial business combination.

Acquisition I Corp.

was established by Tidjane Thiam, Adam Gishen and Abhishek Bhatia to leverage their extensive experience in acquiring,

building, operating and scaling global financial services businesses in constantly evolving environments.

Thiam, with his more than

30 years of experience in financial services businesses, led global institutions like Credit Suisse and Prudential as CEO for 5 years

and 6 years, respectively.

Gishen has over 20 years of experience in financial services and has held senior leadership responsibilities

in recent years at Credit Suisse running its Global Investor Relations and Corporate Communications functions.

Bhatia has more than

20 years of global experience in life and general insurance and asset management and has created businesses from scratch, including a

technology-enabled life insurer in Europe and a full-stack digital insurer in Asia for which he served as CEO.

December 31, 2020, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for

7,187,500 Class B ordinary shares, par value $0.0001 per share (the “founder shares”).

On February 25, 2021, the Company

effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class

B ordinary shares outstanding and held by our sponsor.

Our Class B ordinary shares will automatically convert into Class A ordinary shares,

on a one-for-one basis, upon the completion of a business combination.

The number of founder shares issued was determined based on the

expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of the initial

public offering.

March 2, 2021, we completed our initial public offering of 34,500,000 units at a price of $10.00 per unit (the “units”),

generating gross proceeds of $345,000,000.

Each unit consists of one of the Company’s Class A ordinary shares, par value $0.0001

per share, and one-fourth of one redeemable warrant.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary

share at a price of $11.50 per share, subject to certain adjustments.

Substantially

concurrently with the completion of the initial public offering, our sponsor purchased an aggregate of 6,266,667 warrants (the “private

placement warrants”) at a price of $1.50 per warrant, or $9,400,000 in the aggregate.

A total of $345,000,000, comprised of $338,595,000

of the proceeds from the initial public offering, including $12,075,000 of the underwriters’ deferred discount, and $6,405,000

of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account at J.P.

Morgan Chase Bank, N.A.,

maintained by Continental Stock Transfer & Trust Company, acting as trustee.

April 16, 2021, we announced that, commencing April 19, 2021, holders of the 34,500,000 units sold in the initial public offering may

elect to separately trade the Class A ordinary shares and the warrants included in the units.

Those units not separated continued to

trade on the New York Stock Exchange (“NYSE”) under the symbol “FACT.U” and the Class A ordinary shares and warrants

that were separated trade under the symbols “FACT” and “FACT WS,” respectively.

to Amended and Restated Memorandum and Articles of Association

February 28, 2023, Freedom held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at

which holders of 35,373,848 ordinary shares, comprised of 26,773,848 Class A ordinary shares and 8,600,000 Class B ordinary

shares, were present in person or by proxy, representing approximately 82.02% of the voting power of the 43,125,000 issued and outstanding

ordinary shares of Freedom entitled to vote at the Extraordinary General Meeting at the close of business on January 23, 2023, which

was the record date (the “Record Date”) for the Extraordinary General Meeting (such shares, the “Outstanding Shares”).

The Outstanding Shares on the Record Date were comprised of 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares.

the Extraordinary General Meeting, the shareholders approved, by special resolution, the proposal (the “Extension Amendment Proposal”)

to amend the amended and restated memorandum and articles of association to extend the date by which Freedom must (i) consummate a merger,

amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which Freedom refers

to as its initial business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such initial

business combination, and (iii) redeem all of the Class A ordinary shares, included as part of the units sold in the initial public offering,

for an additional three months, from March 2, 2023 to June 2, 2023, and thereafter to up to three (3) times by an additional one month

each time (or up to September 2, 2023) (the “Extension Amendment,” and such period, as may be extended, the “Extension

The voting results for such proposal were as follows:

connection with the Extension Amendment, public shareholders elected to redeem an aggregate of 23,256,504 Class A ordinary shares

at a redemption price of $10.21 per share, representing approximately 67.41% of the issued and outstanding Class A ordinary shares, for

an aggregate redemption amount of approximately $237,372,952.

Following such redemptions, approximately $114,759,374 remained in the

trust account and 11,243,496 Class A ordinary shares remain outstanding.

the Extraordinary General Meeting, the public shareholders also approved the proposal to amend the Investment Management Trust Agreement,

dated as of February 25, 2021 (the “Trust Agreement”), by and between Freedom and Continental Stock Transfer & Trust

Company, as trustee (“Continental”), to reflect the Extension Amendment.

The amendment to the Trust Agreement provides that

Continental shall commence liquidation of the trust account only and promptly (x) after its receipt of the applicable instruction letter

delivered by Freedom in connection with either the consummation of an initial business combination or Freedom’s inability to effect

an initial business combination within the time frame specified in Freedom’s amended and restated memorandum and articles of association

or (y) upon the date that is the later of the end of the Extension Period and such later date as may be approved by Freedom’s shareholders

in accordance with the amended and restated memorandum and articles of association, if the aforementioned termination letter has not

been received by Continental prior to such date.

The voting results for such proposal were as follows:

Proposed Business Combination

Combination Agreement

October 3, 2022, Freedom entered into a Business Combination Agreement (as amended by the First Amendment to the Business Combination

Agreement dated December 26, 2022 and the Second Amendment to the Business Combination Agreement dated January 17, 2023, and as may be

further amended and supplemented from time to time, the “Business Combination Agreement”), with Jupiter Merger Sub I Corp.,

a Delaware corporation and a wholly owned subsidiary of Freedom (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware

limited liability company and a wholly owned subsidiary of Freedom (“Second Merger Sub”), Complete Solaria, Inc.

known as Complete Solar Holding Corporation), a Delaware corporation (“Complete Solaria”) and The Solaria Corporation, a

Delaware corporation (“Solaria”).

Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following

transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the

“Business Combination”):

the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”),

upon the terms and subject to the conditions thereof, and in accordance with the Delaware

General Corporation Law, as amended (the “DGCL”), (i) First Merger Sub will merge

with and into Complete Solaria, with Complete Solaria surviving as a wholly owned subsidiary

of Freedom, (ii) immediately thereafter and as part of the same overall transaction, Complete

Solaria will merge with and into Second Merger Sub, with Second Merger Sub surviving as a

wholly owned subsidiary of Freedom, and (iii) immediately after the consummation of the Second

Merger and as part of the same overall transaction, Solaria will merge with and into a newly

formed Delaware limited liability company and wholly-owned subsidiary of Freedom (“Third

Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of Freedom

(the “Additional Merger,” and together with the First Merger and the Second Merger,

the “Mergers”);

the Closing, all outstanding shares of capital stock of Complete Solaria (subject to certain

restrictions) and all options and warrants to acquire shares of capital stock of Complete

Solaria will convert into the right to receive shares of common stock, par value $0.0001

per share, of Freedom (after the Domestication (as defined below)) (“Freedom Common

Stock”) or comparable equity awards that are settled or are exercisable for shares

of Freedom Common Stock;

the Closing, Freedom will be renamed “Complete Solaria, Inc.”

special committee (the “Freedom Special Committee”) of the Board of Directors of Freedom (the “Freedom Board”)

and the Freedom Board have (i) approved the Business Combination Agreement and the Business Combination and (ii) resolved to recommend

that the shareholders of Freedom approve the Business Combination Agreement and the Business Combination.

Domestication

to the Closing, subject to the approval of Freedom’s shareholders, and in accordance with the DGCL, the Cayman Islands Companies

Act (As Revised) (the “CICA”) and Freedom’s Amended and Restated Memorandum and Articles of Association, Freedom will

effect a deregistration under the CICA and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication

with the Secretary of State of the State of Delaware), pursuant to which Freedom’s jurisdiction of incorporation will be changed

from the Cayman Islands to the State of Delaware (the “Domestication”).

connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share,

of Freedom, will convert automatically, on a one-for-one basis, into a share of Freedom Common Stock, which is entitled to one vote per

share, (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Freedom, will convert automatically,

on a one-for-one basis, into a share of Freedom Common Stock.

to the Closing

obligation of the parties to consummate the Business Combination is subject to the satisfaction or waiver of certain closing conditions,

including (i) approval of the Business Combination and related matters by the respective shareholders of Freedom and Complete Solaria,

(ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, (iii) the absence

of any law or injunctions prohibiting the consummation of the Mergers, (iv) Freedom having at least $5,000,001 of net tangible assets

upon the Closing, (v) the size and composition of the Board conforming to the requirements set forth in the Business Combination Agreement,

(vi) receipt of approval for listing by The New York Stock Exchange of the shares of Freedom common stock to be issued in the Business

Combination, (vii) effectiveness of the registration statement on Form S-4 filed by Freedom in connection with the Business Combination

and (viii) the receipt by the Freedom Board or Freedom Special Committee of a fairness opinion from a reputable financial advisory or

valuation firm with respect to the Business Combination (which was received on October 31, 2022).

conditions to Freedom’s obligation to consummate the Business Combination include (i) the consummation of the Required Transaction

(as defined below) (which was consummated on November 4, 2022) and (ii) the receipt by Complete Solaria of certain consents.

party’s obligation to consummate the Business Combination is also conditioned upon the accuracy of the other party’s representations

and warranties, subject to customary materiality and material adverse effect qualifiers, and the performance in all material respects

by the other party of its covenants in the Business Combination Agreement to be performed as of or prior to the Closing.

Business Combination Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their

respective businesses in the ordinary course through the Closing, (ii) the parties to not initiate any negotiations or enter into any

agreements for certain alternative transactions, (iii) Complete Solaria to prepare and deliver to Freedom certain audited and unaudited

consolidated financial statements of Complete Solaria and its subsidiaries (including Solaria), (iv) Freedom to prepare and file a registration

statement on Form S-4, including a proxy statement/prospectus, and to take certain other actions to obtain the requisite approval of

Freedom shareholders of certain proposals regarding the Business Combination (including the Domestication), (v) the parties to use reasonable

best efforts to obtain necessary approvals from governmental authorities, (vi) if determined in good faith by Freedom and Complete Solaria

that it is probable that the Business Combination will be consummated after March 1, 2023, and subject to the conditions set forth in

the Business Combination Agreement, Freedom to seek the approval of its shareholders to amend its organizational documents to extend

the time period for Freedom to consummate its initial business combination for six months from March 1, 2023 to September 1, 2023 (which

was obtained on February 28, 2023).

to the Business Combination Agreement, the board of directors of Complete Solaria following the Closing will consist of no more than

seven directors, to initially consist of (i) the individuals designated by Complete Solaria prior to Closing, consisting of a majority

of “independent” directors for the purposes of NYSE rules and (ii) Tidjane Thiam and Adam Gishen (or any other substitute

director designated by the Sponsor, subject to the prior approval of Complete Solaria).

Complete Solaria has agreed to cause Mr.

be nominated for election to its board of directors at each of its first three annual meetings of stockholders following the Closing.

Representations

and Warranties

Business Combination Agreement contains customary representations and warranties by Freedom, First Merger Sub, Second Merger Sub and

mission is to deliver energy-efficient solutions to homeowners and small to medium-sized businesses that allow them to lower their energy

bills while reducing their carbon footprint.

Complete Solaria , Inc., or

Complete Solaria, has created a unique, end-to-end offering that delivers a best-in-class customer experience with a robust technology

platform, financing solutions, and high-performance solar modules.

Business Overview

Complete Solaria was formed

in November 2022 through the merger of Complete Solar Holding Corporation, a Delaware corporation (“Complete Solar”),and The

Solaria Corporation, a Delaware corporation (such entity, “Solaria,” and such transaction, the “Business Combination”).

Complete Solaria created a technology platform to offer clean energy products to homeowners by enabling a national network of sales partners

and build partners.

Our sales partners generate solar installation contracts with homeowners on our behalf.

To facilitate this process,

we provide the software tools, sales support and brand identity to our sales partners, making them competitive with national providers.

This turnkey solution makes it easy for anyone to sell solar.

We fulfill our customer contracts by engaging with local construction specialists.

We manage the customer experience and complete all pre-construction activities prior to delivering build-ready projects including hardware,

engineering plans, and building permits to our builder partners.

We manage and coordinate this process through our proprietary HelioTrackTM

software system.

Complete Solaria provides

residential solar system designs, proposals, and CAD drawing sets to existing sales partners and other residential solar companies, regardless

of whether they participate as or builder partners.

In doing so, Complete Solaria seeks to power the entire solar power industry.

In October 2023, we sold solar

panel assets of The Solaria Corporation, including intellectual property and customer contracts to Maxeon Solar Technologies, Ltd.

pursuant to the terms of an asset purchase agreement (the “Disposal Agreement”).

Under the terms of the Disposal Agreement,

Maxeon agreed to acquire certain assets and employees of Complete Solaria for an aggregate purchase price of approximately $11.0 million

consisting of 1,100,000 shares of Maxeon ordinary shares.

Revenue Model

Our current products fall

into two general categories:

Solar System Sales and Software Enhanced Services.

Solar System Sales:

Complete Solaria sells solar systems to homeowners and small to medium-sized commercial customers through third-party sales partners.

Complete Solaria manages every aspect of project management for those contracts before ultimately contracting with builder partners to complete the construction of the solar systems.

This residential solar platform provides homeowners with simple pricing for solar energy that provides significant savings to traditional utility energy.

Homeowners can choose from a wide array of system features and financing options that best meet their needs.

By delivering the best-matched products and a best-in-class customer experience, Complete Solaria establishes valuable customer relationships that can extend beyond the initial solar energy system purchase and provides Complete Solaria with opportunities to offer additional products and services in the future.

Enhanced Services:

The HelioQuoteTM software system is provided to existing sales partners and other participants in the solar industry

and powers our sales of residential solar designs, proposals, and engineering services.

Technology Innovation

Since its inception, Complete

Solaria has continued to invest in a platform of services and tools to enable large-scale operations for sales and builder partners.

platform incorporates processes and software solutions that simplify and streamline design, proposals, and project management throughout

the lifecycle of a residential solar project.

The platform empowers new market entrants and smaller industry participants with its plug-and-play

capabilities.

The ecosystem Complete Solaria has built provides broad reach, and we believe it positions Complete Solaria for sustained

and rapid growth through a capital-efficient business model.

The network of our partners continues to expand today.

Differentiation and Operating Results

Delivering a differentiated customer experience

is core to Complete Solaria’s strategy.

It emphasizes a customized solution, including a design specific to each customer’s

home and pricing configurations that typically drive both customer savings and value.

Developing a trusted brand and providing a customized

solar service offering resonates with customers accustomed to a traditional residential power market that is often overpriced and lacking

in customer choice.

Financing Solutions

Complete Solaria assists its

end customers with financing solutions through third-party lease providers, power purchase agreement providers and third-party loan

Customers may lease a Complete Solaria solar system.

The lease provider will purchase the solar system and the property owner will rent the solar system in exchange for the electricity the

system produces.

Through a power purchase agreement, a third-party

developer installs, owns, and operates a solar system on a customer’s property.

The customer then purchases the system’s electric

output for a predetermined period.

A power purchase agreement allows the customer to receive stable and often low-cost electricity with

no upfront cost while also enabling the owner of the system to take advantage of tax credits and receive income from the sale of electricity.

Lastly, third-party loan

providers offer Complete Solaria’s end customers a loan to purchase solar systems, and then the customers will pay off the loan

over a period of time.

Complete Solaria’s strategy focuses on providing its sales partners

with the software tools, sales support, and ability to compete effectively with national providers.

This turnkey solution makes it easy

for anyone to sell solar.

Solar System Sales

Solar System Sales are full systems sold to homeowners

and small to medium-sized commercial businesses through Complete Solaria’s sales partner channels.

Complete Solaria and its builder

partners fulfill and install the systems.

Increase revenue by expanding installation capacity and developing new geographic markets through Complete Solaria’s partner programs.— Certain Complete Solaria partners become builder partners who install systems resulting from sales generated by Complete Solaria’s sales partners.

By leveraging this network of skilled builders, Complete Solaria aims to increase its installation capacity in traditional markets and expand its offering into new geographies throughout the U.S.

We believe this will enable greater sales growth in existing markets and create new revenue in expansion markets.

● Increase revenue and margin by engaging national-scale

sales partners — Complete Solar operated in 16 states before the formation of Complete Solaria.

By expanding operations nationally,

Complete Solaria will be able to offer a turnkey solar solution to prospective sales partners with a national footprint.

These include

electric vehicle manufacturers, national home security providers, and real estate brokers.

Complete Solaria expects to create a consistent

offering with a single execution process for such sales partners throughout their territories.

These national accounts have unique customer

relationships that will facilitate meaningful sales opportunities and low acquisition cost to increase revenue and improve margin.

Software and Services

Software and services sales include access to Complete

Solaria’s HelioQuoteTM sales proposal and system design software;

proposal writing services that support field sales agents;

design, engineering, and permitting services that improve subscale solar companies’ operational effectiveness and cost efficiency.

“Increase revenue and margin by bundling software enhanced services with solar module sales ” above.

In support of Complete Solaria’s strategy

to increase revenue and expand margin opportunities in its two core products, Complete Solaria also considers the following activities

to be key elements of its strategy:

● Expand Partnerships with Solar Partners, Strategic Partners,

and Attractive New Market Participants.

Complete Solaria’s platform of services and tools allows it to engage with a wide variety

of solar industry partners and new industry participants, such as retailers and service providers who would like to offer solar to new

and existing customers.

Complete Solaria plans to continue to invest in its ability to attract, convert, grow, and retain promising partners

to facilitate capital-efficient growth.

● Continue to Invest in the digital platform .

Solaria plans to continue to invest in and develop complementary software, services, and technologies to enhance the scalability of its

platform and support an automated, highly efficient operational structure that delivers a world-class customer experience.

Complete Solaria

The representations and warranties of the parties to the Business Combination Agreement will not survive the Closing.

Business Combination Agreement contains the following termination rights:

right of the parties to terminate the Business Combination Agreement by mutual consent;

right of either Freedom or Complete Solaria to terminate the Business Combination Agreement if:

- shareholders

of the other party fail to approve the Business Combination;

governmental authority issues or otherwise enters a final, nonappealable order making consummation

of the Mergers illegal or otherwise prevents or prohibits consummation of the Mergers;

other party breaches its representations, warranties, covenants or other agreements contained

in the Business Combination Agreement in a way that would entitle the party seeking to terminate

the Business Combination Agreement to not consummate the Business Combination, subject to

the right of the breaching party to cure the breach;

Required Transaction has not been consummated within 30 days following the date of the Business

Combination Agreement (this termination right is no longer applicable as the Required Transaction

was consummated on November 4, 2022);

Freedom Board or Freedom Special Committee has not received a fairness opinion from a reputable

financial advisory or valuation firm with respect to the Business Combination within 30 days

of the date of the Business Combination Agreement and such party exercises the right to termination

within such 30 day period (this termination right is no longer applicable as such fairness

opinion was received on October 31, 2022);

Closing has not occurred on or before the end of the Extension Period;

right of Complete Solaria to terminate the Business Combination Agreement if the Freedom

Board or Freedom Special Committee changes its recommendation with respect to the Business

Related Agreements and Transactions

Required Transaction

October 3, 2022, Complete Solar Holding Corporation (the predecessor of Complete Solaria) entered into that certain Agreement and Plan

of Merger with Complete Solaria Midco, LLC, a Delaware limited liability company and a wholly owned subsidiary of Solaria (“Midco”),

Complete Solaria Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Midco, Solaria and Fortis Advisors, LLC, a

Delaware limited liability company, solely in its capacity as the representative of Complete Solaria’s stockholders (the “Required

Transaction”).

On November 4, 2022, the Required Transaction was consummated.

Solaria Convertible Note Financing

October 3, 2022, Complete Solaria entered into note subscription agreements (the “Pre-Signing Complete Solaria Subscription Agreements”)

with certain investors, consisting of (i) Rodgers Massey Revocable Living Trust (“RMRLT”), which is affiliated with T.J.

Rodgers, a former investor in Solaria, (ii) Tidjane Thiam, Executive Chairman of Freedom, (iii) Adam Gishen, Chief Executive Officer

of Freedom, and (iv) NextG, an affiliate of Edward Zeng, a director of Freedom, pursuant to which such investors agreed to purchase convertible

notes from Complete Solaria for an aggregate purchase price of $7 million.

In addition, RMRLT purchased convertible notes from Complete

Solaria following the consummation of the Required Transaction in an amount equal to approximately $6.7 million in consideration for

RMRLT’s former investment in Solaria, which was assumed and cancelled by Complete Solaria.

Business Combination Agreement also contemplates that, following the date of the Business Combination Agreement, Complete Solaria will

enter into additional subscription agreements on terms substantially similar to, or no less favorable in all material respects to Complete

Solaria than, the Pre-Signing Complete Solaria Subscription Agreements (the “Post-Signing Complete Solaria Subscription Agreements”

and, together with the Pre-Signing Complete Solaria Subscription Agreements, the “Complete Solaria Subscription Agreements”)

with additional investors pursuant to which such investors agree, subject to the terms and conditions set forth therein, to purchase

convertible notes from Complete Solaria for an aggregate purchase price of up to $23 million.

In November 2022, December 2022, and February

2023, Complete Solaria entered into note subscription agreements with additional investors, pursuant to which such investors purchased

convertible notes from Complete Solaria for an aggregate purchase price of $16 million.

Support Agreement

October 3, 2022, Freedom entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with Freedom Acquisition

I LLC, a Cayman Islands limited liability company (the “Sponsor”), certain directors and officers of Freedom, and Complete

Solaria, pursuant to which the Sponsor and each such director and officer of Freedom has agreed to, among other things, (i) vote in favor

of the Business Combination Agreement and the transactions contemplated thereby, (ii) not redeem their Freedom ordinary shares, (iii)

from the Closing, at each of the first three annual meetings of the stockholders of Complete Solaria vote all of their shares of common

stock of Complete Solaria in favor of Mr.

Thiam for election to the board of directors of Complete Solaria, and (iv) be bound by certain

other agreements and covenants related to the Business Combination, including vesting and forfeiture restrictions with respect to certain

shares held by the Sponsor.

Solaria Stockholder Support Agreement

October 3, 2022, Freedom entered into a Company Stockholders Support Agreement (the “Complete Solaria Stockholder Support Agreement”)

with Complete Solaria and certain stockholders of Complete Solaria (the “Complete Solaria Stockholders”).

Under the Complete

Solaria Stockholder Support Agreement, each Complete Solaria Stockholder has agreed to, among other things (i) vote its shares, (ii)

execute and deliver a written consent adopting the Business Combination Agreement and related transactions and approving the Business

Combination, (iii) from the Closing, at each of the first three annual meetings of the stockholders of Complete Solaria vote all of its

shares of Complete Solaria common stock in favor of Mr.

Thiam for election to the board of directors of Complete Solaria, and (iv) be

bound by certain other agreements and covenants related to the Business Combination.

and Restated Registration Rights Agreement

Business Combination Agreement contemplates that, at the Closing, Complete Solaria, the Sponsor, certain equityholders of Complete Solaria

and certain of their respective affiliates, as applicable, and the other parties thereto, will enter into an Amended and Restated Registration

Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which Complete Solaria will grant customary registration

rights to the other parties thereto, including to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended

(the “Securities Act”), certain securities of Complete Solaria held by the other parties thereto.

Business Combination Agreement contemplates that, at the Closing, Complete Solaria, the Sponsor, the Sponsor Key Holders (as defined

in the Lock-Up Agreement) and Complete Solaria Key Holders (as defined in the Lock-Up Agreement), will enter into a Lock-Up Agreement

(the “Lock-Up Agreement”).

Lock-Up Agreement contains certain restrictions on transfer with respect to securities of Complete Solaria to be held by the Sponsor,

Sponsor Key Holders and Complete Solaria Key Holders immediately following the Closing (including shares of Complete Solaria common stock

and any such shares issuable upon the exercise, conversion or settlement of derivative securities and promissory notes).

Such restrictions

begin at the Closing and end on the earlier of (x) the 12 month anniversary of the Closing and (y) the date on which the volume weighted

average price of Complete Solaria common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period beginning after the date that is

180 calendar days after the Closing and ending 365 calendar days following the Closing.

as specifically discussed, this Annual Report does not assume the closing of the Business Combination and related transactions.

Business Combination

rules of the NYSE require and our amended and restated memorandum and articles of association provide that we must consummate an initial

business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets

held in the trust account (excluding the amount of any deferred underwriting commission held in trust) as determined at the time of our

signing a definitive agreement in connection with our initial business combination.

This is the case with respect to the proposed Business

Combination with Complete Solaria.

If we do not complete the proposed Business Combination with Complete Solaria, and instead pursue

an alternative business combination and our board of directors is not able to independently determine the fair market value of our initial

business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment

banking firm or a valuation or appraisal firm with respect to the satisfaction of such criteria.

While we consider it likely that our

board of directors will be able to make an independent determination of the fair market value of our initial business combination, it

may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount

of uncertainty as to the value of the target’s assets or prospects.

In addition, we have agreed not to enter into a definitive

agreement regarding an initial business combination without the prior written consent of NextG.

NextG has consented to our proposed Business

Combination with Complete Solaria.

proposed Business Combination with Complete Solaria is structured so that the post-transaction company will own all of the equity interests

of Complete Solaria.

If we do not complete the proposed Business Combination and pursue an alternative initial business combination,

we may structure it similarly or we may structure it such that the post-transaction company owns or acquires less than 100% of the equity

interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other

reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required

to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business

combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the

target and us in the business combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares

in exchange for all of the outstanding capital stock, shares or other equity interests of a target, or issue a substantial number of

new shares to third parties in connection with financing our initial business combination.

In this case, we would acquire a 100% controlling

interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior

to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business

If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired

by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account

for purposes of the 80% of net assets test described above.

If the business combination involves more than one target business, the 80%

of net assets test will be based on the aggregate value of all of the target businesses.

executive offices are located at 14 Wall Street, 20th Floor, New York, 10005, and our telephone number is (212) 618-1798.

Our corporate

website address is freedomac1.com.

Our website and the information contained on, or that can be accessed through, the website is not

deemed to be incorporated by reference in, and is not considered part of, this Annual Report.

are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman

Islands and, as such, are exempted from complying with certain provisions of the Companies Act.

As an exempted company, we have received

a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised)

of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing

any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be

levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on

or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend

or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a

debenture or other obligation of us.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to

take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in

our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation

and shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which

we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates

exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt

securities during the prior three-year period.

References herein to “emerging growth company” will have the meaning associated

with it in the JOBS Act.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary

shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million

during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of

the prior June 30.

Our Initial Business Combination

October 3, 2022, we entered into a Business Combination Agreement to consummate a proposed Business Combination with Complete Solaria,

as described under “— The Proposed Business Combination.” If the proposed Business Combination with Complete Solaria

is not consummated, we may seek to effectuate a business combination with another target business, as described below.

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the

sale of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant

to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank

or other lenders or the owners of the target, or a combination of the foregoing.

We may seek to complete our initial business combination

with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to

the numerous risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for

payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares,

we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including

for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness

incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

of Target Businesses

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers

and private investment funds.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited

through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited

basis, since many of these sources will know what types of businesses we are targeting.

Our officers and directors, as well as their

affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as

a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result

of the track record and business relationships of our officers and directors.

While we do not presently anticipate engaging the services

of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or

other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined

in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our management

determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us

on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.

Payment of a finder’s

fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be

paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to

effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).

are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors,

or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.

In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors,

a committee of independent and disinterested directors would consider, review and approve the transaction.

Additionally, we, or a committee

of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or a valuation or appraisal

firm that such an initial business combination is fair to our company from a financial point of view.

We are not required to obtain such

an opinion in any other context.

of a Target Business and Structuring of Our Initial Business Combination

evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings

with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable,

as well as a review of financial, operational, legal and other information which will be made available to us.

If we determine to move

forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or

in connection with our initial business combination.

addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior written

consent of NextG.

NextG has consented to our proposed Business Combination with Complete Solaria.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our lack of

diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may

have a substantial adverse impact on the particular industry in which we operate after our

initial business combination, and

us to depend on the marketing and sale of a single product or limited number of products

Rights for Public Shareholders upon Completion of Our Initial Business Combination

will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust

account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on

the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public

shares, subject to the limitations and on the conditions described herein.

At the completion of our initial business combination, we

will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn.

The amount in the trust account

is initially anticipated to be $10.00 per public share.

The per-share amount we will distribute to investors who properly redeem their

shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

There will be no redemption rights

upon the completion of our initial business combination with respect to our warrants.

Our initial shareholders, sponsor, officers and

directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect

to any founder shares and public shares held by them in connection with the completion of our initial business combination.

on Redemptions

amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that

would cause our net tangible assets to be less than $5,000,001.

In addition, our proposed initial business combination may impose a minimum

cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate

purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required

to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete

the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the

holders thereof.

We may, however, raise funds through the issuance of equity or equity-linked securities or through loans, advances or

other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop

arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

of Conducting Redemptions

will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination

or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed

initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of

factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval

under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer.

Asset acquisitions

and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where

we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles

of association would typically require shareholder approval.

So long as we obtain and maintain a listing for our securities on the NYSE,

we will be required to comply with the NYSE’s shareholder approval rules.

requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed

above is contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we

maintain our registration under the Exchange Act or our listing on the NYSE.

Such provisions may be amended if approved by holders of

two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with such amendment.

we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will,

pursuant to our amended and restated memorandum and articles of association:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

offer rules, and

proxy materials with the SEC.

the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public shareholders with the redemption rights described above.

we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman

Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.

A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting

are represented in person or by proxy.

Our initial shareholders, sponsor, officers and directors will count toward this quorum and, pursuant

to the letter agreement, our initial shareholders, sponsor, officers and directors have agreed to vote any founder shares and public

shares held by them in favor of our initial business combination.

For purposes of seeking approval of an ordinary resolution, non-votes

will have no effect on the approval of our initial business combination once a quorum is obtained.

These quorum and voting thresholds,

and the voting agreement of our initial shareholders, officers and directors, may make it more likely that we will consummate our initial

business combination.

Each public shareholder may elect to redeem their public shares without voting and, if they do vote, irrespective

of whether they vote for or against the proposed transaction.

a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate

issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination

which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,

in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until

the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders not tendering more

than the number of public shares we are permitted to redeem.

If public shareholders tender more shares than we have offered to purchase,

we will withdraw the tender offer and not complete the initial business combination.

the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we

and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open

market, in order to comply with Rule 14e-5 under the Exchange Act.

intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their

shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent

or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)

system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials,

this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.

addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption

of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote

in which the name of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that

we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring

public shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently process

any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions

and result in additional administrative cost.

If the proposed initial business combination is not approved and we continue to search

for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their