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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-06 · 1669 added, 2100 removed, 33 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls

and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive

officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required

We determined that a material weakness exists in our internal control

over financial reporting related to the accounting for complex financial instruments, accrued expenses and accounts payable, and foreign

exchange transactions.

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial

reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements

will not be prevented or detected on a timely basis.

Notwithstanding the determination that our internal control over financial reporting

was not effective and that there was a material weakness as identified in this Annual Report, we believe that our consolidated financial

statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered

hereby in all material respects.

As required by Rules 13a-15f and 15d-15 under

the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the

design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their evaluation, our principal executive

officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15

(e) under the Exchange Act) were not effective as of December 31, 2022.

Evaluation of Disclosure

Controls and Procedures

maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities

Exchange Act of 1934, as amended, (the “Exchange Act”).

Our Disclosure Controls are designed to ensure that information required

to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed,

summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Our Disclosure

Controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive

Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating

our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving the desired control objectives, and management necessarily applied its judgment in evaluating and

implementing possible controls and procedures.

of the end of the period covered by this Annual Report on Form 10-K, we evaluated the effectiveness of the design and operation of our

Disclosure Controls, which was done under the supervision and with the participation of our management, including our Chief Executive

Officer and our Chief Financial Officer.

Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of December 31, 2023, our Disclosure Controls were not effective due to a material weakness in the Company’s

internal control over financial reporting as disclosed below.

Management’s Report on Internal Controls

Over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control

over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

(2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being

made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal

control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).

Based on our assessments

and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December

31, 2022 due to the material weakness in our internal control over financial reporting described above.

To respond to this material weakness, management

has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of our internal control

to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock

exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our

operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

In addition, the design of internal controls over financial reporting for the Company following the Business Combination has required

and will continue to require significant time and resources from our management and other personnel.

As a result, our management was

unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as

of December 31, 2023.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to

Section 215.02 of the SEC’s Division of Corporation Finance’s Regulation S-K Compliance and Disclosure Interpretations.

Plan to Remediate

Material Weaknesses in Internal Control Over Financial Reporting

We have taken certain steps,

such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement its internal

resources, to enhance its internal control environment and plans to take additional steps to remediate the material weaknesses.

we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take.

assure you that the measures we have taken to date and may take in the future, will be sufficient to remediate the control deficiencies

that led to our material weakness in internal control over financial reporting or that it will prevent or avoid potential future material

If we are not able to maintain

effective internal control over financial reporting and Disclosure Controls, or if material weaknesses are discovered in future periods,

a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our

financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly

reports under the Exchange Act, restatements of financial statements or other corrective disclosures, an inability to access commercial

lending markets, defaults under its secured revolving credit facility and other agreements, or other material adverse effects on our business,

reputation, results of operations, financial condition or liquidity.

Attestation Report of Registered Public Accounting Firm

This Annual Report on Form

10-K does not include an attestation report of the Company’s registered public accounting firm due to the Company’s status as an

EGC and is exempted from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act.

Changes in Internal

Control over Financial Reporting

than the material weakness and remediation efforts described above, there were no changes in our internal control over financial

reporting during the fourth quarter that would have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting .

While we have processes to identify and appropriately apply applicable accounting requirements, we are enhancing

our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced

analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of

our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the

intended effects.

This Annual Report does not include an attestation

report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial

Other than as discussed herein, there were no

changes in our internal control over financial reporting that occurred during the fourth fiscal quarter of 2022 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

on Effectiveness of Controls and Procedures

do not expect that our Disclosure Controls will prevent all errors and all instances of fraud.

Disclosure Controls, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the Disclosure Controls are met.

the design of Disclosure Controls must reflect the fact that there are resource constraints, and the benefits must be considered relative

to their costs.

Because of the inherent limitations in all Disclosure Controls, no evaluation of Disclosure Controls can provide absolute

assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of Disclosure Controls also is

based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Tidjane Thiam

Insider Trading Arrangements

the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted

or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item

408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Our directors and executive officers and their

ages as of January 31, 2024

Chris Lundell

Chief Executive Officer and Director

Brian Wuebbels

Chief Financial Officer

Executive Chairman

Chief Executive Officer

Nell Cady-Kruse

William Janetschek

Our directors and executive officers are as follows:

Tidjane Thiam, Executive Chairman

Tidjane Thiam has served as our Executive Chairman

since our inception in December 2020.

Since June 2020, Mr.

Thiam has been a Director and the Chair of the Audit Committee of Kering S.A.,

the French luxury group.

Devin Whatley (2)

Tidjane Thiam (1)

Adam Gishen (1)(3)

Ronald Pasek (1)(2)

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating and Corporate Governance Committee.

Executive Officers

Chris Lundell

Chris Lundell is the Founder

of CMO Grow, a marketing consultancy firm.

Prior to that, he was the CMO at Vivint Solar, the President of the Americas at NEXThink, and

CMO and COO at Domo.

He holds an M.B.A.

from Brigham Young University.

Brian Wuebbels

Brian Wuebbels has served

as the Chief Financial Officer of Complete Solaria since February 2023.

From 2021 to 2022, Mr.

Thiam was Chief Executive Officer of Credit Suisse Group AG.

Wuebbels served as the President of Control

& Elevator at the Nidec Motor Corporation where he led a global team of executives in Sales, Marketing, Engineering and Operations.

From 2019 to 2021, Mr.

was a Director of 21st Century Fox and served on its Nominating and Corporate Governance Committee.

Thiam previously served at Prudential

plc, a global insurance company based on London, as the Group Chief Executive from 2009 to 2015, a Director from 2008 to 2015 and Group

Chief Financial Officer from 2008 to 2009.

Thiam holds an MBA from INSEAD and graduated from Ecole Nationale Superieure des Mines

de Paris in 1986 and from Ecole Polytechnique in Paris in 1984.

We believe Mr.

Thiam’s extensive leadership experience, broad network

and deep understanding of the financial services sector make him a valuable addition to our board of directors.

Adam Gishen, Chief Executive Officer and Board

Adam Gishen has served as our Chief Executive

Officer since February 2021 and serves as one of our initial board observers.

Wuebbels served as Chief Financial Officer and Head of Operations for Motion & Control.

From 2017 to 2018,

Wuebbels served as Chief Financial Officer and Head of Operations for GCL, a solar power company.

From 2010 to 2016, Mr.

Gishen served in several senior roles

at Credit Suisse Group AG, including Global Head of Investor Relations, Corporate Communications and Marketing and Branding.

Gishen was a partner at Ondra Partners, a financial advisory firm and previous to this worked as a Managing Director at Nomura

and at Lehman Brothers in the area of Equity Capital Markets.

Gishen graduated from the University of Leeds.

Nell Cady-Kruse, Director

Nell Cady-Kruse has served on our board of directors

since May 2022.

Cady-Kruse is non-executive director of Barclays US LLC and Barclays Bank Delaware (appointed in December 2017 and

September 2016, respectively) and serves as Chair of both Board Risk Committees.

Cady-Kruse joined as an Independent Director

of Varagon Capital Corporation, a business development company.

She also serves as an Advisory Board member of FutureBank, a fintech startup.

Cady-Kruse’s executive career includes most recently the Global Chief Risk Officer, Wholesale Banking for Standard Chartered

Bank, based in Singapore.

She retired from Standard Chartered in 2014.

Prior to Standard Chartered, she spent nine years at Credit Suisse,

where her most recent role was Chief Risk Officer of the Asia Pacific region.

Cady-Kruse received her MBA from Cornell SC Johnson

Graduate School of Management in 1985.

She received her B.S.

with Honors in Agricultural Economics from Cornell University.

Cady-Kruse’s extensive leadership experience, global network, and deep expertise across the financial services sector make her

a valuable addition to our board of directors.

Noreen Doyle, Director

Noreen Doyle has served on our board of directors

since our initial public offering.

Doyle retired in April 2021 as Chair of the Board of Directors of Newmont Corporation, the world’s

largest gold producer.

She joined the Newmont Board in 2005 and since 2016 served as Chair of the Board and of the Nominating and Corporate

served as the Executive Vice President, Chief Financial Officer and Chief Administrative Officer at SunEdison.

From 2003 to 2007, Mr.

Wuebbels served as a finance executive at Honeywell.

From 1993 to 2003, Mr.

Wuebbels served in various roles at General Electric.

Wuebbels holds an M.B.A.

from the University of Southern California and a Bachelor of Science in mechanical engineering from University

of Illinois Urbana-Champaign.

Non-Employee Directors

(T.J.) Rodgers

has served as a member of the Complete Solaria Board since November 2022 and as Executive Chairman since June 2023.

Rodgers founded

Cypress Semiconductor in 1982 and served as Cypress’ Chief Executive Officer from 1982 to 2016.

Rodgers currently serves on

the boards of other energy-related companies:

including Enovix, Enphase Energy Inc.

(energy and storage technologies), and FTC Solar (single-axis

tracking for solar).

From 2004 to 2012, he served as a member of Dartmouth’s board of trustees.

Rodgers was a Sloan scholar

at Dartmouth, where he graduated in 1970 as the Salutatorian with a double major in Physics and Chemistry.

He won the Townsend Prize and

the Haseltine Chemistry-Physics Prize as the top physics and chemistry student in his class.

Rodgers holds a master’s degree

in Electrical Engineering from Stanford University, where he attended on a Hertz fellowship.

Devin Whatley

Devin Whatley has served as

a member of the Complete Solaria Board since November 2022.

Since 2010, Mr.

Whatley has served as the Managing Partner at the Ecosystem

Integrity Fund.

Whatley serves as a member of the board of directors of several private companies focused on renewable energy.

Whatley was a CFA Charterholder and holds a B.A.

in East Asian Studies with a Business Emphasis from the University of California, Los

Angeles and an M.B.A.

from the Wharton School at the University of Pennsylvania.

Tidjane Thiam

Thiam served as a member

of the FACT Board and as Executive Chairman of FACT since inception until the Business Combination in July 2023.

appointed Chairman of Rwanda Finance Limited.

He also serves as a Director and Chair of the Audit Committee of Kering S.A., the French

luxury group.

Thiam is also a Special Envoy on Covid 19 for the African Union.

From 2015 to 2020, Mr.

Thiam was Chief Executive Officer

of Credit Suisse Group AG.

From 2014 to 2019, Mr.

Thiam was a Director of 21st Century Fox and served on its Nominating and Corporate

Governance Committee.

Previously she served as Chair of the Audit Committee.

From 2004 to 2017, she served on the Board of Directors of

Credit Suisse Group AG, including as Vice Chair and Senior Independent Director from 2014 to 2017.

Doyle has also served on the boards

of Rexam PLC and QinetiQ plc.

In her executive career, Ms.

Doyle was First Vice President of the European Bank for Reconstruction and

Development (EBRD) from 2001 to 2005, having previously served as head of Risk Management and of Syndications.

Prior to EBRD, Ms.

was a senior officer at Bankers Trust Company (now Deutsche Bank) specializing in leveraged finance and natural resources.

an MBA from Tuck School at Dartmouth, where she served on its Board of Overseers, and a B.A.

from the College of Mount Saint Vincent,

where she served on and chaired its Board of Trustees.

We believe Ms.

Doyle is well qualified to serve on our board of directors based

on her experience and network in the financial services industry.

William Janetschek, Director

William Janetschek has served on our board of

directors since our initial public offering.

Janetschek joined KKR in 1997 and retired in 2020 as a Partner and its Chief Financial

Janetschek was also a member of KKR’s Balance Sheet Committee, Global Valuation Committee and Risk and Operations Committee.

Prior to joining KKR, he was a Tax Partner at Deloitte & Touche LLP.

Janetschek serves on the board of directors of Bilander Acquisition

He also serves as a sponsor and member of a variety of non-profit organizations including Student Sponsor Partners and St.

Catholic Church.

Janetschek holds a M.S.

from Pace University and a B.S.

John’s University, where he is now the Chairman

of the Board of Trustees.

We believe Mr.

Janetschek’s finance and operations experience makes him well qualified to serve on our

board of directors.

Edward Zeng, Director

Edward Zeng has served on our board of directors

since June 2022.

Zeng is the Managing Director of China Bridge Capital, an independent investment bank, focusing on China-based, integrated

financial bridge and emerging technologies, and with locations in China and the United States.

Zeng has been a technological entrepreneur

in China and has founded several internet-related Chinese companies, including Sparkice Inc.

and Qianlong.com.

Zeng holds a B.A.

Applied Mathematics and a M.A.

in Economic Management from Tsinghua University and a M.A.

in Financial Economics from University of Toronto.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members

and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those

directors appointed prior to our first general meeting) serving a three-year term.

In accordance with the NYSE corporate governance

requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing

The term of office of the first class of directors, consisting of Nell Cady-Kruse, will expire at our first annual general

The term of office of the second class of directors, consisting of Noreen Doyle and William Janetschek, will expire at the second

annual general meeting.

The term of office of the third class of directors, consisting of Tidjane Thiam and Edward Zeng, will expire at

the third annual general meeting.

Only holders of Class B ordinary shares will have

the right to appoint or remove directors in any general meeting held prior to or in connection with the completion of our initial business

Holders of our public shares will not be entitled to vote on the appointment of directors during such time.

These provisions

of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint

or remove directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office.

Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated

memorandum and articles of association.

Director Independence

The rules of the NYSE require that a majority

of our board of directors be independent within one year of our initial public offering.

An “independent director” is defined

generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company

(either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the company).

board of directors has determined that Nell Cady-Kruse, Noreen Doyle, and William Janetschek are “independent directors” as

defined in the NYSE listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only

independent directors are present.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee, a compensation committee, and a nominating and corporate governance committee.

Each of our audit committee, compensation

committee, and nominating and corporate governance committee is composed solely of independent directors.

Subject to phase-in rules, the

rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

directors, and the rules of the NYSE require that the compensation committee and the nominating and corporate governance committee of

a listed company be comprised solely of independent directors.

Each committee operates under a charter that has been approved by our board

of directors and has the composition and responsibilities described below.

The charter of each committee is available on our website at

https://freedomac1.com/investor-resources/#resources/.

Nell Cady-Kruse, Noreen Doyle, and William Janetschek

serve as the members and William Janetschek serves as chair of the audit committee.

Nell Cady-Kruse, Noreen Doyle, and William Janetschek

are independent of and unaffiliated with our sponsor.

Under the NYSE listing standards and applicable SEC rules, all the directors on

the audit committee must be independent.

Nell Cady-Kruse, Noreen Doyle, and William Janetschek

are financially literate and our board of directors has determined that William Janetschek qualifies as an “audit committee financial

expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which

details the purpose and principal functions of the audit committee, including:

● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements,

(3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight

of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by

● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered

public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent

registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate their continued

independence;

● setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report,

at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting

firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review,

or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional

authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to

deal with such issues;

● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

registered public accounting firm, including reviewing our specific disclosures under “Item 7.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be

disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports

that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Nell Cady-Kruse, Noreen Doyle, and William Janetschek

serve as the members of the compensation committee, and Nell Cady-Kruse serves as chair of the compensation committee.

Under the NYSE

listing standards, all the directors on the compensation committee must be independent.

We have adopted a compensation committee charter,

which details the purpose and responsibilities of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation,

evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our chief executive officer’s based on such evaluation;

● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and

equity based plans that are subject to board approval of all of our other officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers

and employees;

● producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above,

other than the payment to an affiliate of our sponsor of up to $10,000 per month, for up to 24 months, for office space, utilities, secretarial

and administrative support, other expenses and obligations of our sponsor and reimbursement of expenses, no compensation of any kind,

including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their

respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible

for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor

and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor.

However, before engaging

or receiving advice from a compensation consultant, external legal counsel or any other advisor, the compensation committee will consider

the independence of each such advisor, including the factors required by the NYSE and the SEC.

Thiam previously served at Prudential plc, a global insurance company based on London, as the Group Chief Executive

from 2009 to 2015, a Director from 2008 to 2015 and Group Chief Financial Officer from 2008 to 2009.

Thiam holds an M.B.A.

and graduated from École Nationale Supérieure des Mines de Paris in 1986 and from École Polytechnique in Paris in

Gishen served as FACT’s

Chief Executive Officer from February until the Business Combination in July 2023, and served as one of FACT’s initial board observers.

From 2015 to 2020, Mr.

Gishen served in several senior roles at Credit Suisse Group AG, including Global Head of Investor Relations, Corporate

Communications and Marketing and Branding.

Prior to 2015, Mr.

Gishen was a partner at Ondra Partners, a financial advisory firm and previous

to this worked as a Managing Director at Nomura and at Lehman Brothers in the area of equity capital markets.

Gishen graduated from

the University of Leeds.

Ronald Pasek has served as

a member of the Complete Solaria Board since February 2023.

Since 2015, Mr.

Pasek has served as the chairman of the board of directors

of Spectra7 Microsystems Inc., a Canadian publicly-traded consumer connectivity company.

From 2016 to 2020, Mr.

Pasek was Chief Financial

Officer of NetApp.

From 2009 until its acquisition by Intel in December 2015, Mr.

Pasek served as Senior Vice President, Finance and Chief

Financial Officer of Altera Corporation, a worldwide provider of programmable logic devices.

Pasek was previously employed by Sun

Microsystems, in a variety of roles including Vice President, Corporate Treasurer and Vice President of worldwide field finance, worldwide

manufacturing and U.S.

field finance.

Pasek holds a B.S.

degree from San Jose State University and an M.B.A.

degree from Santa Clara

Alvarez has served

as a member of the Complete Solaria Board since November 2022.

Alvarez served as the President of Complete Solaria since the merger

of Complete Solar and Solaria in November 2022 until March 2023.

From 2020 to 2022, Mr.

Alvarez served as Solaria’s Chief Executive

Prior to 2020, Mr.

Alvarez served in various executive roles at Altierre Corporation, Aptina Imaging, Advanced Analogic Technologies,

Leadis Technology and Cypress Semiconductor.

Currently, Mr.

Alvarez serves on the board of directors of NexGen Power Systems and previously

served as a board member of SunEdison, SunEdison Semiconductor, ChipMOS Technology, and Validity Sensors.

Alvarez holds a B.S.

in Electrical Engineering from the Georgia Institute of Technology.

Anderson served

as the Chief Executive Officer of Complete Solaria from November 2022 to December 2023.

From 2010 to 2022, he served as the Chief Executive

Officer of Complete Solar.

From 2007 to 2009, Mr.

Anderson served as CEO of Risk Allocation Systems, Inc., a lending platform connecting

automobile dealerships and credit unions in order to offer point of sale automobile loans to car buyers.

From 2009 to 2010, Mr.

served as Partner at SVE Partners, a boutique consulting firm serving technology start-ups and venture capital investors.

in Managerial Sciences from the Massachusetts Institute of Technology and an M.B.A.

from the Stanford University Graduate

School of Business.

Role of Board in Risk Oversight

One of the key functions of

the Complete Solaria Board is the informed oversight of Complete Solaria’s risk management process.

The Complete Solaria Board does

not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through

the Complete Solaria Board as a whole, as well as through various standing committees of the Complete Solaria Board that address risks

inherent in their respective areas of oversight.

In particular, the Complete Solaria Board is responsible for monitoring and assessing

strategic risk exposure and Complete Solaria’s audit committee is responsible for considering and discussing Complete Solaria’s

major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and

policies to govern the process by which risk assessment and management is undertaken.

The audit committee monitors compliance with legal

and regulatory requirements.

Complete Solaria’s compensation committee assesses and monitors whether Complete Solaria’s compensation

plans, policies and programs comply with applicable legal and regulatory requirements.

Board Committees

Upon the Closing of the Business

Combination, our Board formed an audit committee, a compensation committee, and a nominating and corporate governance committee.

Solaria Board may from time to time establish other committees.

Complete Solaria’s Chief

Executive Officer and other executive officers will regularly report to the non-executive directors and each standing committee to ensure

effective and efficient oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

The audit committee consists

of Ronald Pasek, who serves as the chairperson, Adam Gishen and Tidjane Thiam.

Each member of the audit committee qualifies as an independent

director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act.

Pasek qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses

the requisite financial expertise required under the applicable requirements of Nasdaq.

The responsibilities of the

audit committee include, among other things:

the board of directors oversee corporate accounting and financial reporting processes;

the selection, engagement and qualifications of a qualified firm to serve as the independent registered public accounting firm to audit

Complete Solaria’s financial statements;

to ensure the independence and performance of the independent registered public accounting firm;

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent

accountants, Complete Solaria’s interim and year-end operating results;

procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

policies on financial risk assessment and financial risk management;

related party transactions;

and reviewing a report by the independent registered public accounting firm at least annually, that describes Complete Solaria’s

internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required

by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public

accounting firm.

The Complete Solaria Board adopted a written charter

of the audit committee which is available on Complete Solaria’s website, https://www.completesolaria.com.

Compensation Committee

The Compensation

Committee consists of Antonio R.

Alvarez, who serves as the chairperson, Ronald Pasek and Devin Whatley.

Each committee member a

“non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Alvarez is not an

independent director, Section 5605(d)(2)(B) of the Nasdaq listing standards nonetheless permits the appointment of a non-independent

director to the compensation committee if the board of directors, under exceptional and limited circumstances, determines that the

non-independent director’s membership is required by the best interests of the company and its stockholders.

Alvarez’s extensive experience with Complete Solaria and familiarity with the industry, the Complete Solaria Board concluded

Alvarez’s appointment to, and membership on, the compensation committee was in the best interests of Complete Solaria

and its stockholders.

Further, a majority of the members of the compensation committee are independent directors.

permitted to serve on the Compensation Committee for a maximum of two years.

The responsibilities of the compensation committee

and approving, or recommending that the Complete Solaria Board approve, the compensation of Complete Solaria’s executive officers

and senior management;

and recommending to the Complete Solaria Board the compensation of Complete Solaria’s directors;

and approving, or recommending that the Complete Solaria Board approve, the terms of compensatory arrangements with Complete Solaria’s

● administering

Complete Solaria’s stock and equity incentive plans;

independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation

approving, amending and terminating, or recommending that the Complete Solaria Board approve, amend or terminate, incentive compensation

and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for Complete Solaria’s

executive officers and other senior management, as appropriate;

and establishing general policies relating to compensation and benefits of Complete Solaria’s employees;

Complete Solaria’s overall compensation.

The Complete Solaria Board adopted a written charter

for the compensation committee which is available on Complete Solaria’s website.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance

committee are Nell Cady-Kruse, Noreen Doyle, and William Janetschek.

Noreen Doyle serves as chair of the nominating and corporate governance

Under the NYSE listing standards, all the directors on the nominating and corporate governance committee must be independent.

We have adopted a nominating and corporate governance

committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

● identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of

directors, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill

vacancies on the board of directors;

● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management

in the governance of the company;

● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating

and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used

to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our

business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination

to our board of directors.

The nominating and corporate

governance committee consists of Thurman J.

Rodgers, who serves as the chairperson, and Adam Gishen.

The responsibilities of the nominating

and corporate governance committee are:

● identifying,

evaluating and selecting, or recommending that the Complete Solaria Board approve, nominees for election to the Complete Solaria Board;

the performance of the Complete Solaria Board and of individual directors;

the adequacy of Complete Solaria’s corporate governance practices and reporting;

management succession plans;

and making recommendations to the Complete Solaria Board regarding corporate governance guidelines and matters.

Code of Ethical Business Conduct

Complete Solaria has adopted

a code of ethical business conduct that applies to all of its directors, officers and employees, including its principal executive officer,

principal financial officer and principal accounting officer, which was by Complete Solaria at the closing and is available on Complete

Solaria’s website.

Complete Solaria’s code of business conduct is a “code of ethics,” as defined in Item 406(b)

of Regulation S-K.

Complete Solaria will make any legally required disclosures regarding amendments to, or waivers of, provisions of its

code of ethics on its internet website.

Compensation Committee Interlocks and Insider

Participation

None of our officers currently serves, or in the

past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires our

officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes

in ownership with the SEC.

These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

solely upon a review of such forms, we believe that during the year ended December 31, 2022 there were no delinquent filers.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and

Ethics applicable to our directors, officers and employees.

You can review this document by accessing our public filings at the SEC’s

web site at www.sec.gov.

In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board

of directors are provided on our website at https://freedomac1.com/wp-content/uploads/2021/02/Freedom-Acquisition-I-Corp.-Code-of-Ethics.pdf.

If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments,

or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal

executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring

disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website.

Conflicts of Interest

Under Cayman Islands law, directors and officers

owe the following fiduciary duties:

(i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

(ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii) directors should not improperly fetter the exercise of future discretion;

(iv) duty to exercise powers fairly as between different sections of shareholders;

(v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

(vi) duty to exercise independent judgment.

In addition to the above, directors also owe a

duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having

both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried

out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of

their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance

by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the memorandum

and articles of association or alternatively by shareholder approval at general meetings.

Each of our officers and directors presently has,

and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer

or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of our officers or

directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary

or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination

opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated memorandum and articles

of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer

shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same

or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an

opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on

the one hand, and us, on the other.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or

directors will materially affect our ability to complete our initial business combination.

Below is a table summarizing the other entities

to which our officers and directors currently have fiduciary duties or contractual obligations:

Entity/Organization

Entity’s Business

Tidjane Thiam

Director and Chair of Audit Committee

Publicis Group

Marketing and communications

Director and Member of Audit Committee

Nell Cady-Kruse

William Janetschek

Bilander Acquisition Corp.

China Bridge Capital

Investment Bank

Managing Director

There are also other potential conflicts of interest:

● Our officers and directors are not required to, and will not commit their full time to our affairs, which may result in a conflict

of interest in allocating their time between our operations and our search for a business combination and their other businesses.

of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers

are not obligated to contribute any specified amount of time to our affairs.

● Our initial shareholders purchased founder shares and private placement 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.

Additionally,

our initial shareholders, sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust

account with respect to any founder shares held by them if we fail to complete our initial business combination within the prescribed

If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will

expire worthless.

Furthermore, our initial shareholders, sponsor, officers and directors have agreed not to transfer, assign or sell any

of any founder shares (including the Class A ordinary shares issuable upon conversion thereof) until the earlier to occur of:

year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination

on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having

the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the last reported

sales price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after our initial business combination, the founder shares will be released from the lockup.

● The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will

not be transferable until 30 days following the completion of our initial business combination.

Because each of our officers and directors

will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular

target business is an appropriate business with which to effectuate our initial business combination.

● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

initial business combination.

We 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.

Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid

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

the completion of our initial business combination.

Further, we have agreed to pay our sponsor or an affiliate thereof up to $10,000 per

month for office space, utilities, secretarial and administrative services provided to members of our management team and other expenses

No member of the compensation

committee was at any time during 2023, or at any other time, one of Complete Solaria’s officers or employees, except Mr.

who served as Complete Solaria’s president until March 2023.

None of Complete Solaria’s executive officers has served as a

director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive

officers served as a director of our board of directors or member of the compensation committee.

Independence of the

Board of Directors

Nasdaq rules generally require that independent directors must comprise a majority of a

listed company’s board of directors.

Based upon information requested from and provided by each proposed director concerning

his or her background, employment and affiliations, including family relationships, we have determined that Messrs.

Whatley, Thiam, Gishen and Pasek, representing a majority of Complete Solaria’s proposed directors, are

“independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements

and rules of Nasdaq.

Delinquent Section 16(a) Reports

to Section 16 of the Exchange Act, executive officers, directors, and holders of more than 10% of the Complete Solaria’s common

stock are required to file reports of their trading in Complete Solaria equity securities with the SEC.

Based solely on a review of the

copies of such reports filed with the SEC during with respect to the last fiscal year, and written representations from certain reporting

persons that no other filings were required, Complete Solaria believes that all filings required to be made by its reporting persons complied

with all applicable Section 16 filing requirements during fiscal year 2023.

EXECUTIVE COMPENSATION

Employment Agreements

Prior to the closing of the Business Combination,

FACT did not enter into any employment agreements with its executive officers and did not make any agreements to provide benefits upon

termination of employment.

Executive Officers and Director Compensation

No FACT executive officers or directors

received any cash compensation for services rendered to FACT.

FACT paid its sponsor or an affiliate thereof up to $10,000 per month for

office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses

and obligations of our sponsor.

We cannot assure you that any of the above mentioned

conflicts will be resolved in our favor.

In the event that we submit our initial business

combination to our public shareholders for a vote, our initial shareholders, sponsor, officers and directors have agreed to vote any founder

shares held by them, and they have agreed to vote any founder shares and public shares held by them in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to

which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the

extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification

against willful default, fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association

provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred

in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We have purchased a policy of

directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement

or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

also entered into indemnity agreements with them.

Our officers and directors have agreed to waive

any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest

or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse

against the trust account for any reason whatsoever.

Accordingly, any indemnification provided will only be able to be satisfied by us

if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage

shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have

the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful,

might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent

we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance

and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Executive officers and directors, or any of their respective affiliates were reimbursed for any out-of-pocket

expenses incurred in connection with activities on FACT’s behalf such as identifying potential target businesses and performing

due diligence on suitable business combinations.

Complete Solaria

Complete Solaria has opted to comply with

the executive compensation disclosure rules applicable to emerging growth companies, as FACT is an emerging growth company.

down disclosure rules are those applicable to “smaller reporting companies,” as such term is defined in the rules promulgated

under the Securities Act, which require compensation disclosure for Complete Solaria’s principal executive officer and its two most

highly compensated executive officers other than the principal executive officer whose total compensation for 2023 exceeded $100,000 and

who were serving as executive officers as of December 31, 2023.

Complete Solaria refers to these individuals as “named executive

officers.” For 2023, Complete Solaria’s named executive officers were:

Lundell, Complete Solaria’s Chief Executive Officer

Wuebbels, Complete Solaria’s Chief Financial Officer

Anderson, Complete Solaria’s former Chief Executive Officer;

Alvarez, Complete Solaria’s former President;

Desai, Complete Solaria’s former President & General Manager, Business Units;

Ozcelik, Complete Solaria’s former Chief Executive Officer.

As previously reported on Complete Solaria’s

Current Report on Form 8-K filed with the SEC on November 16, 2023, Taner Ozcelik was appointed as the Company’s Chief Executive

Officer, effective November 20, 2023.

However, as previously reported on Complete Solaria’s Current Report on Form 8-K filed with

the SEC on November 28, 2023, Mr.

Ozcelik and the Company agreed on November 21, 2023 that he would not continue as the Company’s

Chief Executive Officer due to personal reasons.

Ozcelik did not receive any compensation as Chief Executive Officer.

Complete Solaria believes its compensation

program should promote the success of the company and align executive incentives with the long-term interests of its stockholders.

Solaria’s current compensation programs reflect its startup origins in that they consist primarily of salary and stock option awards.

As Complete Solaria’s needs evolve, Complete Solaria intends to continue to evaluate its philosophy and compensation programs as

circumstances require.

Summary Compensation Table

The following table shows information regarding

the compensation of Complete Solaria’s named executive officers for services performed in the year ended December 31, 2023.

Name and Principal Position

Chris Lundell

Chief Executive Officer

Brian Wuebbels

Chief Financial Officer

Name and Principal Position

Former Chief Executive Officer (2)

Former President (3)

Vikas Desai (4)

Former President & General Manager, Business Units

(1) Amounts reported in this column do not reflect the amounts actually received

by Complete Solaria’s named executive officers.

Instead, these amounts reflect the aggregate grant-date fair value of awards granted

to each named executive officer, computed in accordance with the FASB ASC Topic 718, Stock-based Compensation .

See Note 16 to Complete

Solar’s audited financial statements and Note 13 to Solaria’s audited consolidated financial statements included elsewhere

in this prospectus for discussion of assumptions made in determining the grant date fair value of its equity awards.

As required by SEC

rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

The shares underlying

these options vest in 48 equal monthly installments, subject to the named executive officer’s continued service at each vesting

Anderson stepped down as the Chief Executive Officer in December 2023.

Alvarez left the company in March 2023.

Desai left the Company in October 2023.

Outstanding Equity Awards at December 31, 2023

The following table presents information regarding

the outstanding option awards held by each of the named executive officers as of December 31, 2023:

Grant Date (1)

Unexercisable

Chris Lundell

3,000,000 (4)

Brian Wuebbels

(1) All option awards were granted pursuant to the Complete Solaria’s

2023 Incentive Equity Plan (the “2023 Plan”) Complete Solaria’s 2022 Stock Plan (the “2022 Plan”), Complete

Solaria’s 2011 Stock Plan (the “2011 Plan”), Complete Solaria’s 2016 Stock Plan (the “2016 Plan”)

and Complete Solaria’s 2006 Stock Plan (the “2006 Plan”).

As is described in greater detail below in the “Employee

Benefit Plans” section, the 2016 Plan and 2006 Plan were assumed by Complete Solaria from Solaria in connection with the Complete

Solar and Solaria Merger.

total shares underlying the option award vest in 36 equal monthly installments, subject to the named executive officer’s continued

service at each vesting date.

total shares underlying the option award vest in 60 equal monthly installments, subject to the named executive officer’s continued

service at each vesting date.

of the total shares underlying the option award vest on the one-year anniversary of the vesting commencement date, thereafter 1/60 th

of the total shares underlying the option award vest in 60 equal monthly installments.

Employment Arrangements with Named Executive

Each of Complete

Solaria’s named executive officers is an at-will employee.

Each officer is currently party to an employment agreement setting

forth their terms of employment.

The employment agreements with each named executive officer provides that if such officer’s

employment is terminated for any reason other than cause (as defined in the employment agreement), death or disability, or if such

officer resigns for good reason (as defined in the employment agreement), and provided that in either case such termination

constitutes a separation from service (as defined in the employment agreement) and the separation is not on or within 12 months

following a change of control, then subject to such officer executing a release agreement in Complete Solaria’s favor, and

continuing to comply with all of his obligations to Complete Solaria and its affiliates, he will receive the following benefits:

payment of such officer’s earned but unpaid base salary;

(b) payment of such officer of any unpaid bonus, with respect to the

fiscal year immediately preceding the fiscal year in which such termination or such resignation occurs;

of any vested benefits to which he may be entitled under any applicable plans and programs of the Company;

(d) a severance payment

equal to six months of such officer’s then base salary plus a pro rata portion of such officer’s bonus with respect to

the fiscal year in which such termination or such resignation occurs;

(e) if such officer timely and properly elects to continue

group health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985(“COBRA”), payment of such

officer’s COBRA premium expenses until the earliest of (i) the six-month anniversary of the termination date;

(ii) the date

such officer is no longer eligible to receive COBRA continuation coverage;

and (iii) the date on which such officer becomes eligible

to receive substantially similar coverage from another employer;

and (f) the applicable post-termination exercised period for any

vested options will extend to the earlier of (i) the six-month anniversary of the termination date, (ii) the expiration date of the

option or (iii) earlier termination upon a corporate transaction.

In addition, the employment

agreements with each named executive officer provide that if such officer’s employment is terminated for any reason other than cause

(as defined in the employment agreement), death or disability, or if such officer resigns for good reason (as defined in the employment

agreement), and provided that in either case such termination constitutes a separation from service (as defined in the employment agreement)

and the separation is on or within 12 months following a change of control, then subject to such officer executing a release agreement

in Complete Solaria’s favor, and continuing to comply with all of his obligations to Complete Solaria and its affiliates, he will

receive the following benefits:

(a) payment of such officer’s earned but unpaid base salary;

(b) payment of such officer of any

unpaid bonus, with respect to the fiscal year immediately preceding the fiscal year in which such termination or such resignation occurs;

(c) payment to such officer of any vested benefits to which he may be entitled under any applicable plans and programs of the Company;

(d) a severance payment equal to 12 months of such officer’s then base salary plus a pro rata portion of such officer’s bonus

with respect to the fiscal year in which such termination or such resignation occurs;

(e) if such officer timely and properly elects to

continue group health care coverage under COBRA, payment of such officer’s COBRA premium expenses until the earliest of (i) the

12-month anniversary of the termination date;

(ii) the date such officer is no longer eligible to receive COBRA continuation coverage;

and (iii) the date on which such officer becomes eligible to receive substantially similar coverage from another employer;

(f) the applicable

post-termination exercised period for any vested options will extend to the earlier of (i) the 12-month anniversary of the termination

date, (ii) the expiration date of the option or (iii) earlier termination upon a corporate transaction;

and (g) acceleration of 50% of

such officer’s remaining unvested outstanding stock options subject to time-based vesting.

Base salaries are intended to provide

a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components

of the executive compensation program.

In general, Complete Solaria seeks to provide a base salary level designed to reflect each executive

officer’s scope of responsibility and accountability.

Beginning January 1, 2023, each of our

named executive officers was eligible for an annual bonus of 50% of such officer’s annual gross salary, based on criteria determined

by our board of directors, including, but not limited to, the satisfaction of minimum performance standards, and the achievement of budgetary

and other objectives, set by our board of directors in its sole and absolute discretion.

Director Compensation

In 2023, Complete Solaria granted its

directors stock options for their contributions to the operations of the business.

The following table provides the compensation for each

member of the Board for 2023:

Fees Earned or

Option Awards

Chris Lundell

Devin Whatley

$ 100,461 (1)

Tidjane Thiam

(1) The total shares underlying the option award fully vest on the one-year anniversary

of the vesting commencement date.

Executive Compensation

None of our officers or directors have received

any cash compensation for services rendered to us.

We pay our sponsor or an affiliate thereof up to $10,000 per month for office space,

utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations

of our sponsor.

In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made by us to our sponsor,

officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made from funds

held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional

controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection

with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments

and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor,

officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination,

directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials

furnished to our shareholders in connection with a proposed initial business combination.

We have not established any limit on the amount

of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation

will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be

responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended

to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority

of the independent directors on our board of directors.

We do not intend to take any action to ensure

that members of our management team maintain their positions with us after the consummation of our initial business combination, although

it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with

us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Complete Solaria’s compensation committee

oversees the compensation policies, plans and programs and reviews and determines compensation to be paid to executive officers, directors

and other senior management, as appropriate.

The compensation policies followed by Complete Solaria are intended to provide for compensation

that is sufficient to attract, motivate and retain executives of Complete Solaria and potential other individuals and to establish an

appropriate relationship between executive compensation and the creation of stockholder value.

Nonqualified Deferred Compensation

Complete Solaria’s named

executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by Complete

Solaria during 2023.

Complete Solaria’s board of directors may elect to provide officers and other employees with nonqualified deferred

compensation benefits in the future if it determines that doing so is in the company’s best interests.

Pension Benefits

Complete Solaria’s named executive

officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Complete Solaria

Employee Benefit Plans

Equity-based compensation has been and

will continue to be an important foundation in executive compensation packages as Complete Solaria believes it is important to maintain

a strong link between executive incentives and the creation of stockholder value.

Complete Solaria believes that performance and equity-based

compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the

same time, attracting, motivating and retaining high-quality executives.

In July 2023, our board of directors adopted the 2023 Incentive

Equity Plan (the “ 2023 Plan ”) and the Employee Stock Purchase Plan (the “ ESPP ).

Plan and the ESPP became effective immediately upon the Closing of the Business Combination.

Below is a description of the 2023 Plan,

the ESPP, 2022 Plan, the 2011 Plan, the 2016 Plan and the 2006 Plan.

The 2022 Plan is the successor of the Complete Solar 2021 Stock Plan,

which was amended and assumed by Complete Solaria in connection with the Required Transaction.

The 2011 Plan is the Complete Solar 2011

Stock Plan that was assumed by Complete Solaria in the Required Transaction.

The 2016 Plan and the 2006 Plan are the Solaria stock plans

that were assumed by Complete Solaria in the Required Transaction.

Complete Solaria 2023 Incentive Equity Plan

In July 2023, our board of directors

adopted and our stockholders approved the 2023 Incentive Equity Plan (the “ 2023 Plan ”).

The 2023 Plan became effective

immediately upon the closing.

Any individual who

is an employee of Complete Solaria or any of its affiliates, or any person who provides services to Complete Solaria or its affiliates,

including consultants and members of Complete Solaria’s Board, is eligible to receive awards under the 2023 Plan at the discretion

of the plan administrator.

The 2023 Plan provides

for the grant of incentive stock options (“ ISOs ”), within the meaning of Section 422 of the Code to employees, including

employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“ NSOs ”), stock appreciation

rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and

consultants, including employees and consultants of Complete Solaria’s affiliates.

Authorized Shares .

a maximum number of 8,763,322 of shares of Complete Solaria Common Stock may be issued under the 2023 Plan.

In addition, the number of

shares of Complete Solaria Common Stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year,

starting on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of (1) 4% of the total number of shares of

Complete Solaria’s Common Stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of Complete Solaria

Common Stock determined by Complete Solaria’s Board prior to the date of the increase.

The maximum number of shares of Complete

Solaria Common Stock that may be issued on the exercise of ISOs under the 2023 Plan is three times the number of shares available for

issuance upon the 2023 Plan becoming effective (or 26,289,966 shares).

The unused shares subject to stock awards

granted under the 2023 Plan that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled

without having been fully exercised or forfeited, in any case, in a manner that results in Complete Solaria acquiring shares covered by

the stock award at a price not greater than the price (as adjusted pursuant to the 2023 Plan) paid by the participant for such shares

or not issuing any shares covered by the stock award, will, as applicable, become or again be available for stock award grants under the

Non-Employee Director Compensation

The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year,

including awards granted and cash fees paid to such non-employee director, will not exceed (1) $1,000,000 in total value or (2) if such

non-employee director is first appointed or elected to Complete Solaria’s Board during such calendar year, $1,500,000 in total value,

in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting

Plan Administration .

Solaria’s Board, or a duly authorized committee thereof, will administer the 2023 Plan and is referred to as the “plan administrator”

Complete Solaria’s Board may also delegate to one or more of Complete Solaria’s officers the authority to (1) designate

employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards.

Under the 2023 Plan, the Complete Solaria Board has the authority to determine award recipients, grant dates, the numbers and types of

stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability

and the vesting schedule applicable to a stock award.

Stock Options .

ISOs and NSOs are granted under stock option agreements adopted by the plan administrator.

The plan administrator determines the exercise

price for stock options, within the terms and conditions of the 2023 Plan, provided that the exercise price of a stock option generally

cannot be less than 100% of the fair market value of a share of Complete Solaria Common Stock on the date of grant.

Options granted under

the 2023 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

The plan administrator determines the

term of stock options granted under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of an optionholder’s stock option

agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Complete

Solaria or any of Complete Solaria’s affiliates ceases for any reason other than disability, death, or cause, the optionholder may

generally exercise any vested options for a period of three months following the cessation of service.

This period may be extended in

the event that exercise of the option is prohibited by applicable securities laws.

Unless the terms of an optionholder’s stock option

agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Complete

Solaria or any of Complete Solaria’s affiliates ceases due to death or disability, or an optionholder dies within a certain period

following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months

following the date of death, or 12 months following the date of disability.

In the event of a termination for cause, options generally

terminate upon the termination date.

In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase

of Complete Solaria Common Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include

(1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of Complete Solaria Common

Stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved

by the plan administrator.

Unless the plan administrator

provides otherwise, options and stock appreciation rights generally are not transferable except by will or the laws of descent and distribution.

Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations

Tax Limitations on

The aggregate fair market value, determined at the time of grant, of Complete Solaria’s Common Stock with

respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of Complete

Solaria’s stock plans may not exceed $100,000.

Options or portions thereof that exceed such limit will generally be treated as

No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of

Complete Solaria’s total combined voting power or that of any of Complete Solaria’s parent or subsidiary corporations

unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of

grant and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit

Restricted stock unit awards are granted under restricted stock unit award agreements adopted by the plan

administrator.

Restricted stock unit awards will generally be granted in consideration for a participant’s services, but may

be granted in consideration for any form of legal consideration that may be acceptable to the plan administrator and permissible

under applicable law.

A restricted stock unit award may be settled by cash, delivery of shares of Complete Solaria Common Stock, a

combination of cash and shares of Complete Solaria Common Stock as determined by the plan administrator, or in any other form of

consideration set forth in the restricted stock unit award agreement.

Additionally, dividend equivalents may be credited in respect

of shares covered by a restricted stock unit award.

Except as otherwise provided in the applicable award agreement or by the plan

administrator, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service

ends for any reason.

Restricted Stock Awards .

Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator.

A restricted stock award

may be awarded in consideration for cash, check, bank draft or money order, services to us, or any other form of legal consideration that

may be acceptable to the plan administrator and permissible under applicable law.

The plan administrator determines the terms and conditions

of restricted stock awards, including vesting and forfeiture terms.

If a participant’s service relationship with Complete Solaria

ends for any reason, Complete Solaria may receive any or all of the shares of Complete Solaria Common Stock held by the participant that

have not vested as of the date the participant terminates service with Complete Solaria through a forfeiture condition or a repurchase

Stock Appreciation Rights .

Stock appreciation rights are granted under stock appreciation right agreements adopted by the plan administrator.

The plan administrator

determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of Complete

Solaria Common Stock on the date of grant.

A stock appreciation right granted under the 2023 Plan vests at the rate specified in the stock

appreciation right agreement as determined by the plan administrator.

Stock appreciation rights may be settled in cash or shares of Complete

Solaria Common Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation

right agreement.

The plan administrator determines the

term of stock appreciation rights granted under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of a participant’s

stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant’s service

relationship with Complete Solaria or any of its affiliates ceases for any reason other than cause, disability, or death, the participant

may generally exercise any vested stock appreciation right for a period of three months following the cessation of service.

may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited

by applicable securities laws.

Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise

provided by the plan administrator, if a participant’s service relationship with Complete Solaria or any of its affiliates, ceases

due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary

may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event

In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the

event giving rise to the termination of the individual for cause.

In no event may a stock appreciation right be exercised beyond the expiration

Performance Awards .

Plan permits the grant of performance awards that may be settled in stock, cash or other property.

Performance awards may be structured

so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a

designated performance period.

Performance awards that are settled in cash or other property are not required to be valued in whole or

in part by reference to, or otherwise based on, Complete Solaria Common Stock.

Other Stock Awards .

The plan administrator may grant other awards based in whole or in part by reference to New Complete Solaria’s Common Stock.

The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions

of such awards.

Changes to Capital Structure .

there is a specified type of change in the capital structure of Complete Solaria, such as a stock split, reverse stock split, or recapitalization,

appropriate adjustments will be made to (1) the class and maximum number of shares subject to the 2023 Plan, (2) the class(es) and maximum

number of shares that may be issued pursuant to the exercise of incentive stock options, and (3) the class and number of shares and exercise

price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Corporate Transactions .

following applies to stock awards under the 2023 Plan in the event of a corporate transaction (as defined in the 2023 Plan), unless otherwise

provided in a participant’s stock award agreement or other written agreement with Complete Solaria or one of its affiliates or unless

otherwise expressly provided by the plan administrator at the time of grant.

In the event of a corporate transaction,

any stock awards outstanding under the 2023 Plan may be assumed, or continued by any surviving or acquiring corporation (or its parent

company), or new awards may be issued by such surviving or acquiring corporation (or its parent company) in substitution of such awards,

and any reacquisition or repurchase rights held by Complete Solaria with respect to the stock award may be assigned to Complete Solaria’s

successor (or its parent company).

If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute

such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated

prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of

such stock awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level

of performance, vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction

(contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable)

at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by Complete Solaria with

respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction).

Any such stock awards that are

held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate

transaction, except that any reacquisition or repurchase rights held by Complete Solaria with respect to such stock awards will not terminate

and may continue to be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate

if not exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that

the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any)

of (i) the per share amount payable to holders of Complete Solaria Common Stock in connection with the corporate transaction, over (ii)

if applicable, any per share exercise price payable by such holder.

Plan Amendment or Termination .

Complete Solaria’s Board has the authority to amend, suspend, or terminate the 2023 Plan at any time, provided that such action

does not materially impair the existing rights of any participant without such participant’s written consent.

Certain material amendments

also require approval of Complete Solaria’s stockholders.

No ISOs may be granted after the tenth anniversary of the date the Board

adopts the 2023 Plan.

No stock awards may be granted under the 2023 Plan while it is suspended or after it is terminated.

Complete Solaria 2023 Employee Stock Purchase Plan

In July 2023, our board of directors

adopted and our stockholders approved the 2023 Employee Stock Purchase Plan (the “ ESPP ”).

The ESPP became effective

immediately upon the closing.

Administration.

Complete Solaria’s Board, or

a duly authorized committee thereof, will administer the ESPP.

Limitations .

Complete Solaria’s employees

and the employees of any of its designated affiliates, as designated by Complete Solaria’s Board, will be eligible to participate

in the ESPP, provided they may have to satisfy one or more of the following service requirements before participating in the ESPP, as

determined by the administrator:

(1) customary employment with Complete Solaria or one of its affiliates for more than 20 hours per week

and five or more months per calendar year or (2) continuous employment with Complete Solaria or one of its affiliates for a minimum period

of time, not to exceed two years, prior to the first date of an offering.

In addition, Complete Solaria’s Board may also exclude

from participation in the ESPP or any offering, employees who are “highly compensated employees” (within the meaning of Section

423(b)(4)(D) of the Code) or a subset of such highly compensated employees.

If this proposal is approved by the stockholders, all the

employees of Complete Solaria and its related corporations will be eligible to participate in the ESPP following the Closing.

may not be granted rights to purchase stock under the ESPP (a) if such employee immediately after the grant would own stock possessing

5% or more of the total combined voting power or value of all classes of Complete Solaria’s capital stock or (b) to the extent that

such rights would accrue at a rate that exceeds $25,000 worth of Complete Solaria capital stock for each calendar year that the rights

remain outstanding.

The ESPP is intended to qualify as an

employee stock purchase plan under Section 423 of the Code.

The administrator may specify offerings with a duration of not more than 27

months and may specify one or more shorter purchase periods within each offering.

Each offering will have one or more purchase dates on

which shares of Complete Solaria’s Common Stock will be purchased for the employees who are participating in the offering.

The administrator,

in its discretion, will determine the terms of offerings under the ESPP.

The administrator has the discretion to structure an offering

so that if the fair market value of a share of Complete Solaria’s stock on any purchase date during the offering period is less

than or equal to the fair market value of a share of Complete Solaria’s stock on the first day of the offering period, then that

offering will terminate immediately, and the participants in such terminated offering will be automatically enrolled in a new offering

that begins immediately after such purchase date.

A participant may not transfer purchase

rights under the ESPP other than by will, the laws of descent and distribution, or as otherwise provided under the ESPP.

Payroll Deductions .

permits participants to purchase shares of Complete Solaria Common Stock through payroll deductions.

Unless otherwise determined by the

administrator, the purchase price of the shares will be 85% of the lower of the fair market value of Complete Solaria Common Stock on

the first day of an offering or on the date of purchase.

Participants may end their participation at any time during an offering and will

be paid their accrued contributions that have not yet been used to purchase shares, without interest.

Participation ends automatically

upon termination of employment with Complete Solaria and its related corporations.

Participants may

withdraw from an offering by delivering a withdrawal form to Complete Solaria and terminating their contributions.

Such withdrawal may

be elected at any time prior to the end of an offering, except as otherwise provided by the Plan Administrator.

Upon such withdrawal,

Complete Solaria will distribute to the employee his or her accumulated but unused contributions without interest, and such employee’s

right to participate in that offering will terminate.

However, an employee’s withdrawal from an offering does not affect such employee’s

eligibility to participate in any other offerings under the ESPP.

Termination of Employment.

participant’s rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer employed

by Complete Solaria or any of its parent or subsidiary companies (subject to any post-employment participation period required by law)

or (ii) is otherwise no longer eligible to participate.

In such event, Complete Solaria will distribute to the participant his or her

accumulated but unused contributions, without interest.

Corporate Transactions .

of certain specified significant corporate transactions, such as a merger or change in control, a successor corporation may assume, continue,

or substitute each outstanding purchase right.

If the successor corporation does not assume, continue, or substitute for the outstanding

purchase rights, the offering in progress will be shortened and the participants’ accumulated contributions will be used to purchase

shares of Complete Solaria Common Stock within ten business days (or such other period specified by the plan administrator) prior to the

corporate transaction, and the participants’ purchase rights will terminate immediately thereafter.

Amendment and Termination.

Complete Solaria’s

Board has the authority to amend, suspend, or terminate the ESPP, at any time and for any reason, provided certain types of amendments

will require the approval of Complete Solaria’s stockholders.

Any benefits, privileges, entitlements and obligations under any outstanding

purchase rights granted before an amendment, suspension or termination of the ESPP will not be materially impaired by any such amendment,

suspension or termination except (i) with the consent of the person to whom such purchase rights were granted, (ii) as necessary to facilitate

compliance with any laws, listing requirements, or governmental regulations, or (iii) as necessary to obtain or maintain favorable tax,

listing, or regulatory treatment.

The ESPP will remain in effect until terminated by Complete Solaria’s Board in accordance with

the terms of the ESPP.

Complete Solaria 2022 Stock Plan

Complete Solaria’s board of directors

adopted, and Complete Solaria’s stockholders approved, the 2022 Plan in October 2022 in connection with the Required Transaction.

The 2022 Plan amends and restates Complete Solar’s 2021 Stock Plan.

Stock Awards .

The 2022 Plan

provides for the grant of incentive stock options (“ ISOs ”) and nonstatutory stock options to purchase shares of Complete

Solaria common stock and restricted stock awards (collectively, “ stock awards ”).

ISOs may be granted only to Complete

Solaria employees and the employees of any parent corporation or subsidiary corporation.

All other awards may be granted to Complete Solaria

employees, non-employee directors and consultants and the employees and consultants of Complete Solaria affiliates.

Complete Solaria has

granted stock options and restricted stock awards under the 2022 Plan.

As of December 31, 2022, 1,413,851 shares of Complete Solaria common

stock were issuable pursuant to outstanding options, restricted stock awards, and other purchase rights and 918,55 shares of Complete

Solaria common stock were available for future issuance under the 2022 Plan.

The 2022 Plan will terminate when the

2023 Plan becomes effective upon the consummation of the Business Combination.

However, any outstanding awards granted under the 2022

Plan will remain outstanding, subject to the terms of Complete Solaria’s 2022 Plan and award agreements, until such outstanding

options are exercised or until any awards terminate or expire by their terms.

If a stock award granted under the 2022

Plan expires or otherwise terminates without being exercised in full, or is settled in cash, the shares of Complete Solaria common stock

not acquired pursuant to the stock award again will become available for subsequent issuance under the 2022 Plan (in the event that the

2023 Plan does not become effective as described in the preceding paragraph).

In addition, the following types of shares of Complete Solaria

common stock under the 2022 Plan may become available for the grant of new stock awards under the 2022 Plan:

(1) shares that are forfeited

to or repurchased by Complete Solaria prior to becoming fully vested;

(2) shares retained to satisfy income or employment withholding

(3) shares retained to pay the exercise or purchase price of a stock award;

or (4) shares surrendered pursuant to an option exchange

Administration .

Complete Solaria’s

board of directors, or a duly authorized committee thereof, has the authority to administer the 2022 Plan.

Complete Solaria’s board

of directors may also delegate to one or more officers the authority to (1) designate employees (other than other officers or directors)

to be recipients of certain stock awards, and (2) grant stock awards to such individuals within parameters specified by the Board.

to the terms of the 2022 Plan, the plan administrator determines the award recipients, dates of grant, the numbers and types of stock

awards to be granted and the applicable fair market value and the provisions of the stock awards, including the period of their exercisability,

the vesting schedule applicable to a stock award and any repurchase rights that may apply.

The plan administrator has the authority to

modify outstanding awards, including reducing the exercise, purchase or strike price of any outstanding stock award, canceling any outstanding

stock award in exchange for new stock awards, cash or other consideration or taking any other action that is treated as a repricing under

generally accepted accounting principles, with the consent of any adversely affected participant.

Stock Options .

ISOs and NSOs are

granted pursuant to stock option agreements adopted by the plan administrator.

The plan administrator determines the exercise price for

a stock option, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of Complete

Solaria common stock on the date of grant.

Options granted under the 2022 Plan vest at the rate specified by the plan administrator.

The plan administrator determines the term

of stock options granted under the 2022 Plan, up to a maximum of ten years.

Unless the terms of an optionholder’s stock option agreement

provide otherwise, if an optionholder’s service relationship with us, or any of Complete Solaria’s affiliates, ceases for

any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months

following the cessation of service.

The option term may be extended in the event that the exercise of the option following such a termination

of service is prohibited by applicable securities laws.

If an optionholder’s service relationship with Complete Solaria or any of

its affiliates ceases due to disability or death, or an optionholder dies within 3 months following cessation of service, the optionholder

or a beneficiary may generally exercise any vested options for a period of 12 months following such disability or death.

of a termination for cause, options generally terminate immediately upon the termination of the individual for cause.

In no event may

an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase

of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include:

(3) to the extent permitted under applicable laws, a promissory note;

(4) cancellation of indebtedness;

(5) other previously owned

Complete Solaria shares;

(6) a cashless exercise;

(7) such other consideration and method of payment permitted under applicable laws;

or (8) any combination of the foregoing methods of payment.

Tax Limitations on Incentive Stock Options .

The aggregate fair market value, determined at the time of grant, of Complete Solaria common stock with respect to ISOs that are exercisable

for the first time by an optionholder during any calendar year under all Complete Solaria stock plans may not exceed $100,000.

or portions thereof that exceed such limit will generally be treated as NSOs.

No ISO may be granted to any person who, at the time of

the grant, owns or is deemed to own stock possessing more than 10% of the total combined voting power of Complete Solaria or that of any

of its affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on

the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

Incentive Stock Option Limit .

The maximum number of shares of Complete Solaria common stock that may be issued upon the exercise of ISOs under the 2022 Plan is 6,677,960

shares plus, to the extent permitted by applicable law, any shares that again become available for issuance under the 2022 Plan.

Restricted Stock Awards .

Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator.

The permissible consideration

for restricted stock awards are the same as apply to stock options.

Common stock acquired under a restricted stock award may, but need

not, be subject to a share repurchase option in Complete Solaria’s favor in accordance with a vesting schedule to be determined

by the plan administrator.

A restricted stock award may be transferred only upon such terms and conditions as set by the plan administrator.

Except as otherwise provided in the applicable award agreement, restricted stock awards that have not vested may be forfeited or repurchased

by Complete Solaria upon the participant’s cessation of continuous service for any reason.

Changes to Capital Structure .

In the event that there is a specified type of change in Complete Solaria’s capital structure, including without limitation a stock

split or recapitalization, extraordinary divided payable in a form other than shares in an amount that has a material effect on the fair

market value of the common stock, or any increase or decrease in the number of issued shares effected without receipt of consideration

by Complete Solaria, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the

2022 Plan, and (2) the class and number of shares and price per share of stock (including any repurchase price per share) subject to outstanding

stock awards.

Corporate Transactions .

2022 Plan provides that in the event of certain specified significant corporate transactions, unless otherwise provided in an award agreement

or other written agreement between Complete Solaria and the award holder, each outstanding award (vested or unvested) will be treated

as the plan administrator determines, including (without limitation) taking one or more of the following actions with respect to each

stock award, contingent upon the closing or completion of the transaction:

(1) arranging for the assumption, continuation or substitution

of the stock award by a successor corporation, (2) arranging for the assignment of any reacquisition or repurchase rights held by Complete

Solaria in respect of Complete Solaria common stock issued pursuant to the stock award to a successor corporation, or (3) canceling the

stock award in exchange for a cash payment, or no payment, as determined by the plan administrator (including a payment equal to the excess,

if any, of the fair market value of the shares as of the closing date of such corporate transaction over any exercise or purchase price

payable by the holder (which payment may be delayed to the same extent that payment of consideration to the holders of Complete Solaria

common stock in connection with the transaction is delayed as a result of any escrow, holdback, earnout or similar contingencies).

plan administrator is not obligated to treat all stock awards or portions thereof in the same manner, and the plan administrator may take

different actions with respect to the vested and unvested portions of a stock award.

Under the 2022 Plan, a significant corporate

transaction is generally the consummation of (1) a transfer of all or substantially all of Complete Solaria’s assets, (2) the consummation

of a transaction, or series of related transactions, in which any person becomes the beneficial owners of more than 50% of Complete Solaria’s

then-outstanding capital stock, or (3) a merger, consolidation or other capital reorganization or business combination transaction of

Complete Solaria with our into another corporation, entity or person .

Transferability .

A participant

generally may not transfer stock awards under the 2022 Plan other than by will, the laws of descent and distribution or as otherwise provided

under the 2022 Plan.

Amendment and Termination .

Solaria’s board of directors has the authority to amend, suspend or terminate the 2022 Plan, provided that, with certain exceptions,

such action does not impair the existing rights of any participant without such participant’s written consent.

Certain material

amendments also require the approval of Complete Solaria’s stockholders.

Unless terminated sooner by Complete Solaria’s board

of directors, the 2022 Plan will automatically terminate in October, 2032.

No stock awards may be granted under the 2022 Plan while it

is suspended or terminated.

Complete Solar 2011 Stock Plan

Complete Solar’s board of directors

adopted the 2011 Plan in January 2011 and was amended from to time by Complete Solar’s board of directors and its stockholders.

The 2011 Plan was terminated in November, 2021 in connection with Complete Solaria’s adoption of the 2022 Plan, and no new awards

may be granted under it.

The 2011 Plan was assumed by Complete Solaria in connection with the Required Transaction.

Outstanding awards

granted under the 2011 Plan remain outstanding, subject to the terms of the 2011 Plan and award agreements, until such outstanding options

are exercised or terminate or expire by their terms.

As of December 31, 2022, options to purchase 3,542,418 shares of Complete Solaria’s

common stock were outstanding under the 2011 Plan.

Plan Administration .

Complete Solaria’s

board of directors or a duly authorized committee of the board of directors administers the 2011 Plan and the awards granted under it.

Capitalization Adjustments .

the event that any change is made in, or other events occur with respect to, our common stock subject to the 2011 Plan or any stock award,

such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions, appropriate

adjustments will be made to the classes, number of shares subject to, and price per share and repurchase price, if applicable, of any

outstanding stock awards.

Corporate Transactions .

event of a sale of all or substantially all of our assets or our merger, consolidation or other capital reorganization or business combination

transaction with or into another corporation, entity or person, our 2011 Plan provides that any surviving or acquiring corporation (or

parent thereof) may assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such surviving

or acquiring corporation (or parent thereof), or such awards may be terminated in exchange for a payment of cash, securities and/or other

property equal to the excess of the fair market value of the portion of the stock subject to such awards vested and exercisable as of

immediately prior to the consummation of such corporate transaction.

If the surviving or acquiring corporation (or parent thereof) does

not assume or substitute outstanding awards in the corporate transaction, or exchange such awards for a payment, then each such outstanding

award shall terminate upon consummation of the corporate transaction.

Change in Control .

of a change in control (as defined in the 2011 Plan), a stock award may be subject to additional acceleration of vesting and exercisability

upon or after a change in control, as may be provided in the stock award agreement or in any other written agreement between us and a

In the absence of such a provision, no such acceleration will occur.

Amendment of Awards .

administrator has the authority to modify outstanding stock awards under our 2011 Plan;

provided that no such amendment or modification

may impair the rights of any participant with respect to awards granted prior to such action without such participant’s written

Solaria 2016 Stock Plan

Solaria’s board of directors adopted,

and Solaria’s stockholders approved, the 2016 Plan, in May 2016 and July 2016, respectively.

Complete Solaria assumed the 2016 Plan

in connection with the Required Transaction.

The 2016 Plan was terminated in November 2022 in connection with the Required Transaction,

and no new awards may be granted under it.

Outstanding awards granted under the 2016 Plan remain outstanding, subject to the terms of

the 2016 Plan and award agreements, until such outstanding options are exercised or terminate or expire by their terms.

As of December

31, 2022, options to purchase 34,212 shares of Complete Solaria’s common stock were outstanding under the 2016 Plan.

Plan Administration .

Solaria’s board of directors or a duly authorized committee administers the 2016 Plan and the awards granted under it.

Capitalization Adjustments .

the event that any change is made in, or other events occur with respect to, Complete Solaria’s common stock subject to the 2016

Plan or any stock award, such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other

similar transactions, appropriate adjustments will be made to the classes, number of shares subject to, and the price per share, if applicable,

of any outstanding stock awards.

Change in Control .

In the event of

a Change in Control (as defined in the 2016 Plan), our 2016 Plan provides that unless otherwise provided in a written agreement between

us and any participant or unless otherwise expressly provided by the board of directors at the time of grant of an award, any surviving

or acquiring corporation (or parent thereof) may assume, continue or substitute such outstanding awards and any reacquisition or repurchase

rights may be assigned to such surviving or acquiring corporation (or parent thereof).

If the surviving or acquiring corporation (or parent

thereof) does not assume, continue or substitute outstanding awards in the corporate transaction, then the board of directors may provide

for the accelerated vesting (in whole or in part) of any or all awards or may cancel any award for such consideration, if any, as the

board of directors may consider appropriate.

Amendment of Awards .

administrator has the authority to modify outstanding stock awards under our 2016 Plan;

provided that no such amendment or modification

may impair the rights of any participant with respect to awards granted prior to such action without such participant’s written

Solaria 2006 Stock Plan

Solaria’s board of directors adopted,

and Solaria’s stockholders approved, the 2006 Plan, in February 2006 and August 2006, respectively, and it was amended and restated

from to time by Solaria’s board of directors and its stockholders.

The 2006 Plan was terminated in February 2016 in connection with

Solaria’s adoption of the 2016 Plan, and no new awards may be granted under it.

Complete Solaria assumed the outstanding awards

granted pursuant to the 2006 Plan in connection with the Required Transaction.

Outstanding awards granted under the 2006 Plan remain outstanding,

subject to the terms of the 2006 Plan and award agreements, until such outstanding options are exercised or terminate or expire by their

As of December 31, 2022, options to purchase 34,212 shares of Complete Solaria’s common stock were outstanding under the

Plan Administration .

Solaria’s board of directors or a duly authorized committee administers the 2006 Plan and the awards granted under it.

Capitalization

Adjustments .

In the event that any change is made in, or other events occur with respect to, our common stock subject to the 2006

Plan or any stock award, such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other

similar transactions affecting the shares subject to the 2006 Plan, appropriate adjustments will be made to the class and number of shares

subject to, and the price per share, if applicable, of any outstanding stock awards.

Change in Control .

of a change in control (as defined in the 2006 Plan), our 2006 Plan provides that any successor corporation (or parent thereof) will assume

or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such surviving or acquiring corporation

(or parent thereof).

If the surviving or acquiring corporation (or parent thereof) does not assume or substitute outstanding awards in

the corporate transaction, then the vesting of outstanding awards held by participants will accelerate in full and any repurchase rights

held by us with respect to such awards will lapse, contingent upon the effectiveness of such transaction.

Notwithstanding the foregoing,

to the extent that stock awards will terminate if not exercised prior to the effective time of a corporate transaction, our board may

provide that such awards will be canceled for a payment equal to the excess, if any, of the value of the property the holder would have

received upon exercise of such award over any exercise price payable.

In addition, with

respect to awards (and, if applicable, shares of restricted stock acquired pursuant to such awards) granted to non-employee directors

that are assumed or substituted for, if on or following the date of such assumption or substitution such individual’s status as

a director is involuntarily terminated, such individual shall fully vest in and have the right to exercise awards as to all of the shares

subject thereto.

Also, with respect to awards (and, if applicable,

shares of restricted stock acquired pursuant to such awards) granted to participants that are assumed or substituted for, if either (x)

such participant remains continuously employed by us or our successor through the one-year anniversary of such change in control or (y)

such participant’s employment is involuntarily terminated without cause (as such term is defined in the 2006 Plan), or such participant’s

duties are material diminished, in either case at any time prior to the one-year anniversary of such change in control, such individual

will vest into such awards on an accelerated basis as if such individual had provided an additional 12 months of continuous service, such

individual shall fully vest in and have the right to exercise awards as to all of the shares subject thereto.

Amendment of Awards .

The plan administrator

has the authority to modify outstanding stock awards under our 2006 Plan;

provided that no such amendment or modification may impair the

rights of any participant with respect to awards granted prior to such action without such participant’s written consent.

Health and Welfare Benefits

Complete Solaria

provides benefits to its named executive officers on the same basis as provided to all of its employees, including health, dental and

vision insurance;

life and disability insurance;

and a tax-qualified Section 401(k) plan.

Complete Solaria does not maintain any executive-specific

benefit or perquisite programs.

Rule 10b5-1 Sales Plans

Complete Solaria’s directors and executive

officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of common

stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive

officer when entering into the plan, without further direction from them.

The director or executive officer may amend a Rule 10b5-1 plan

in some circumstances and may terminate a plan at any time.

Complete Solaria’s directors and executive officers also may buy or

sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance

with the terms of our insider trading policy.

Emerging Growth Company Status

Complete Solaria is an “emerging

growth company,” as defined in the JOBS Act.

As an emerging growth company it is exempt from certain requirements related to executive

compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating

to the ratio of total compensation of its chief executive officer to the median of the annual total compensation of all of its employees,

each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and

Consumer Protection Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding

the beneficial ownership of our ordinary shares available to us at April 3, 2023, with respect

to our ordinary shares held by:

● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

● each of our officers and directors;

● all our officers and directors as a group.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable

within 60 days of April 3, 2023.

On December 30, 2020, our sponsor paid $25,000,

or approximately $0.003 per share, to cover certain offering costs in exchange for founder shares such that our sponsor owned 8,625,000

founder shares (retroactively adjusting for the issuance of 1,437,500 founder shares resulting from a share dividend effected by the Company

on February 25, 2021).

Our sponsor transferred 25,000 founder shares each to Noreen Doyle, William Janetschek and David Poritz and an

aggregate of 47,500 founder shares to certain employees and consultants.

On April 8, 2022, David Poritz resigned from our board of directors

and returned his 25,000 founder shares to our sponsor.

On May 10, 2022, Nell Cady-Kruse was appointed to our board of directors, and our

sponsor transferred 25,000 founder shares to her.

Prior to the initial investment in the company of $25,000 by the sponsor, the company

had no assets, tangible or intangible.

In connection with the Extension Amendment, 23,256,504

Class A ordinary shares were redeemed and 11,243,496 Class A ordinary shares remain outstanding after giving effect to such redemptions,

as further described in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent

Developments—Amendment to Amended and Restated Memorandum and Articles.”

Class A ordinary shares

Class B ordinary shares(2)

Percentage of

the beneficial ownership of shares of our common stock as of January 31, 2024 by:

● each person known to be the beneficial owner of more than 5% of the outstanding shares of common stock;

● each executive officer and director;

● all executive officers and directors of Complete Solaria as a group.

The SEC has defined “beneficial

ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security.

A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire

within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power

to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or

similar arrangement.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary

shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable

within 60 days, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of

any other person.

This table is based upon information supplied

by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC.

Unless otherwise indicated in the footnotes

to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole voting

and investment power with respect to all shares of our common stock beneficially owned by them.

Applicable percentages are based on 45,290,553

shares of common stock outstanding as of January 31, 2024, adjusted as required by rules promulgated by the SEC.

Percentage of

Freedom Acquisition I LLC(3)

Entities affiliated with Glazer Capital, LLC(4)

Name and Address of Beneficial Owner(1)

5% or Greater Stockholders:

Ecosystem Integrity Fund II, L.P.

(T.J.) Rodgers (3)

Entities affiliated with Edward Zeng (4)

Entities affiliated with Park West Asset Management LLC (5)

Entities affiliated with Polar Asset Management Partners Inc.

Entities Affiliated with Meteora (7)

Executive Officers and Directors:

(T.J.) Rodgers (3)

Devin Whatley (2)

Tidjane Thiam (10)

Nell Cady-Kruse

William Janetschek

All directors and executive officers of FACT as a group (six individuals)

Adam Gishen (11)

Brian Wuebbels (12)

Chris Lundell

All current directors and executive officers as a group (12 persons)

* Less than one percent.

(1) Unless otherwise noted, the business address of each of the following is 14 Wall Street, 20th Floor, New York, 10005.

(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such shares will automatically convert into

Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one

basis, subject to adjustment.

(3) Freedom Acquisition I LLC, our sponsor, is the record holder of such shares.

Gishen and Mr.

Bhatia are the three managers

of our sponsor’s board of managers.

Each manager of Freedom Acquisition I LLC has one vote, and the approval of a majority of the

members of the board of managers is required to approve an action of Freedom Acquisition I LLC.

Under the so-called “rule of three,”

if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting and dispositive

decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s

This is the situation with regard to Freedom Acquisition I LLC.

Based upon the foregoing analysis, no individual manager of

Freedom Acquisition I LLC exercises voting or dispositive control over any of the securities held by Freedom Acquisition I LLC even those

in which he directly holds a pecuniary interest.

Accordingly, none of them will be deemed to have or share beneficial ownership of such

shares and, for the avoidance of doubt, expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may

have therein, directly or indirectly.

(4) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G/A under

the Exchange Act filed by such shareholder with the SEC on March 10, 2023.

Glazer Capital, LLC (“Glazer Capital”) and Paul

Glazer, who serves as the managing member of Glazer Capital, have shared voting and dispositive power with respect to the Class A ordinary

shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer

The address for the Glazer Funds and Paul J.

Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

(5) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange

Act filed by such shareholder with the SEC on February 9, 2023, which was prior to the redemption of 23,256,504 Class A ordinary shares

in connection with the Extension Amendment, as further described in “Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Recent Developments—Amendment to Amended and Restated Memorandum and Articles.”

Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, serves as the investment advisor to Polar

Multi-Strategy Master Fund, a Cayman Islands exempted company, which holds 1,961,121 Class A ordinary shares, and has sole voting and

dispositive power with respect to such shares.

otherwise indicated, the business address of each of the directors and executive officers of the Company is c/o Complete Solaria, Inc.,

45700 Northport Loop East, Fremont, CA 94538.

(i) 5,832,054 shares held by Ecosystem Integrity Fund II, L.P.

Devin Whatley is the managing member of the general partner,

(ii) 198,346 shares held by EIF CS SPV LLC and (iii) 2,369,253 shares issuable pursuant to Complete Solaria Warrants exercisable within

60 days of the Closing Date.

The business address of each of Ecosystem Integrity Fund II, L.P., EIF CS SPV LLC and Mr.

Whatley is 20

Richelle Court, Lafayette, California 94549.

(i) 485,562 shares held by Rodgers Capital, LLC, (ii) 8,842 shares held by Thurman Rodgers, (iii) 5,863,367 shares held by Rodgers Massey

Revocable Living Trust and (iv) 724,416 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days of the Closing

(4) Represents

shares held by NextG Tech Limited, an affiliate of Edward Zeng, a director of FACT until the Closing of the Business Combination.

(i) 1,909,140 shares of common stock and (ii) 3,614,472 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days

of the Closing Date.

(5) Represents

shares held by Park West Asset Management LLC, Park West Investors Master Fund, Limited, Park West Partners International, Limited and

Park West Asset Management LLC is the investment manager to Park West Investors Master Fund, Limited and Park West Partners

International, Limited, and Peter S.

Park, through one or more affiliated entities, is the controlling manager of Park West Asset Management

The principal business address is c/o Park West Asset Management LLC, 1 Letterman Drive, Building C, Suite C5-900, San Francisco,

(6) Represents

shares held by Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”).

PMSMF is under management by

Polar Asset Management Partners Inc.

PAMPI serves as investment advisor of the Polar Fund and has control and

discretion over the shares held by the Polar Fund.

As such, PAMPI may be deemed the beneficial owner of the shares held by the Polar

PAMPI disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein.

ultimate natural persons who have voting and dispositive power over the shares held by the Polar Fund are Paul Sabourin and Abdalla Ruken,

Co-Chief Investment Officers of PAMPI.

The address for Polar Asset Management Partners Inc.

is 16 York Street, Suite 2900, Toronto,

ON, Canada M5J 0E6.

Our sponsor and our directors beneficially own

approximately 20% of the issued and outstanding ordinary shares.

Only holders of Class B ordinary shares will have the right to appoint

and remove directors in any general meeting held prior to or in connection with the completion of our initial business combination.

of our public shares will not have the right to appoint or remove any directors to our board of directors prior to our initial business

Because of this ownership block, our sponsor and our directors may be able to effectively influence the outcome of all other

matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association

and approval of significant corporate transactions including our initial business combination.

In connection with our initial public offering,

our sponsor purchased an aggregate of 6,266,667 private placement warrants, each exercisable to purchase one Class A ordinary share at

$11.50 per share, subject to adjustment, at a price of $1.50 per warrant, $9,400,000 in the aggregate, in a private placement that occurred

simultaneously with the closing of our initial offering.

The private placement warrants are identical to the warrants sold in our offering

except that the private placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) will not be redeemable

by us (except as described in the registration statement for our initial public offering), (ii) will be subject to the transfer restrictions

described below, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

not complete our initial business combination during the Extension Period, the private placement warrants will expire worthless.

Freedom Acquisition I LLC, our sponsor, and our

officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

Certain Relationships and Related Transactions, and Director Independence” for additional information regarding our relationships

with our promoters.

Transfers of Founder Shares and Private Placement Warrants

The founder shares, private placement warrants

and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up

provisions in the agreement entered into by our sponsor and management team.

Those lock-up provisions provide that such securities are

not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial

business combination or earlier if, subsequent to our initial business combination, the last reported sales price of the Class A ordinary

shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination

and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange

or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash,

securities or other property and (ii) in the case of the private placement warrants and any Class A ordinary shares issuable upon conversion

or exercise thereof, until 30 days after the completion of our initial business combination except in each case (a) to our officers or

directors, any affiliate or family member of any of our officers or directors, any affiliate of our sponsor or to any member of the sponsor

or any affiliates of such members and funds and accounts advised by such members, (b) in the case of an individual, as a gift to such

person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate

of such person or to a charitable organization;

of such person;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers

made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination

at prices no greater than the price at which the shares or warrants were originally purchased;

(f) by virtue of the laws of the Cayman

Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor, (g) in the event of our liquidation

prior to our consummation of our initial business combination;

or (h) in the event that, subsequent to our consummation of an initial

business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders

having the right to exchange their Class A ordinary shares for cash, securities or other property;

provided, however, that in the case

of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions

and the other restrictions contained in the letter agreements.

Registration Rights

The holders of the (i) founder shares, which were

issued in a private placement prior to the closing of our initial public offering, (ii) private placement warrants, which were issued

in a private placement simultaneously with the closing of our initial public offering and the Class A ordinary shares underlying such

private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans are entitled

to registration rights to require us to register the resale of any of our securities held by them pursuant to a registration rights agreement.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to our completion of our initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration

Equity Compensation Plans

As of December 31, 2022, we had no compensation

plans (including individual compensation arrangements) under which equity securities were authorized for issuance.

Certain Relationships and Related Transactions, and Director Independence

On December 30, 2020, our sponsor paid $25,000,

or approximately $0.003 per share, to cover certain offering costs in exchange for founder shares such that our sponsor owned 8,625,000

founder shares (retroactively adjusting for the issuance of 1,437,500 founder shares resulting from a share dividend effected by the Company

on February 25, 2021).

Our sponsor transferred 25,000 founder shares each to Noreen Doyle, William Janetschek and David Poritz and an

aggregate of 47,500 founder shares to certain employees and consultants.

On April 8, 2022, David Poritz resigned from our board of directors

and returned his 25,000 founder shares to our sponsor.

On May 10, 2022, Nell Cady-Kruse was appointed to our board of directors, and our

sponsor transferred 25,000 founder shares to her.

As such, our sponsor now owns 8,502,500 founder shares.

Our sponsor and our directors

collectively own approximately 20% of our issued and outstanding shares as of our initial public offering.

In connection with our initial public offering,

our sponsor purchased an aggregate of 6,266,667 private placement warrants, each exercisable to purchase one Class A ordinary share at

$11.50 per share, subject to adjustment, at a price of $1.50 per warrant, or $9,400,000 in the aggregate, in a private placement that

closed simultaneously with the closing of our initial public offering.

The private placement warrants are identical to the warrants sold

in our initial public offering except that the private placement warrants, so long as they are held by our sponsor or its permitted transferees,

(i) will not be redeemable by us (except as described in the registration statement for our initial public offering), subject to certain

limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination,

(iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

We currently utilize office space at 14 Wall Street,

20th Floor, New York, 10005 as our executive offices.

We pay our sponsor or an affiliate thereof up to $10,000 per month for office space,

utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations

of our sponsor.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

in the event the consummation of our initial business combination takes until 24 months after the closing of our initial public offering,

our sponsor will be paid an aggregate of up to approximately $240,000 ($10,000 per month) for office space, administrative and support

services, and other expenses and obligations of our sponsor and will be entitled to be reimbursed for any out-of-pocket expenses.

No compensation of any kind, including finder’s

and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, for services

rendered prior to or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made

by us to our sponsor, officers, directors or our or their affiliates.

Our sponsor agreed to loan us up to $300,000 under

an unsecured promissory note to be used for a portion of the expenses of our initial public offering.

These loans were non-interest bearing

and unsecured, and were repaid upon completion of the initial public offering out of the offering proceeds that had been allocated for

the payment of offering expenses (other than underwriting commissions) not held in the trust account.

The value of our sponsor’s

interest in this loan transaction corresponded to the principal amount outstanding under any such loan.

On each of April 1, 2022 and June 6, 2022, we

issued an unsecured promissory note in the amount of up to $500,000 to our sponsor (the “Sponsor Notes”).

On December 14,

2022, we issued an unsecured promissory note in the amount of up to $325,000 to Tidjane Thiam, Adam Gishen, Edward Zeng, and Abhishek

Bhatia (collectively, the “Payees”) (such note, together with the Sponsor Notes, the “Convertible Notes”).

proceeds of the Convertible Notes, which may be drawn down from time to time until we consummate our initial business combination, will

be used for general working capital purposes.

The Convertible Notes bear no interest and are payable in full upon the earlier to occur

of (i) twenty-four (24) months from the closing of our initial public offering (or such later date as may be extended in accordance with

the terms of our amended and restated memorandum and articles of Association) or (ii) the consummation of our business combination.

failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy

action shall be deemed an event of default, in which case the Convertible Notes may be accelerated.

Prior to the Company’s first

payment of all or any portion of the principal balance of the Convertible Notes in cash, our sponsor and the Payees, as applicable, have

the option to convert all, but not less than all, of the principal balance of the Convertible Notes into private placement warrants (the

“Conversion Warrants”), each warrant exercisable for one ordinary share of the Company at an exercise price of $1.50 per share.

The terms of the Conversion Warrants would be identical to the warrants issued by the Company to the sponsor in a private placement that

was consummated in connection with our initial public offering.

Our sponsor and the Payees shall be entitled to certain registration rights

relating to the Conversion Warrants.

The Convertible Notes were issued pursuant to the exemption from registration contained in Section

4(a)(2) of the Securities Act of 1933, as amended.

In addition, on February 28, 2023, we issued an

additional unsecured promissory note in the amount of up to $2,100,000 to our sponsor, as described under “Item 7.

Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Promissory Note.” The proceeds

of such promissory note, $1,600,000 of which was drawn down immediately, $400,000 of which may be drawn down, with

the mutual consent of us and our sponsor, if we wish to extend the date by which we will consummate a business combination beyond June

2, 2023, and $100,000 of which may be drawn down on an as-needed basis at the discretion of our sponsor, will be used for general working

capital purposes.

Such promissory note bears no interest and is payable in full upon the consummation of our business combination.

to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy

action shall be deemed an event of default, in which case the promissory note may be accelerated.

The promissory note shall be forgiven

by our sponsor if we are unable to consummate a business combination within the time frame specified in our amended and restated memorandum

and articles of association (as amended from time to time), except to the extent of any funds held outside of the trust account established

in connection with our initial public offering.

The issuance of the promissory note was made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

In order to fund working capital deficiencies

or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or

certain of our officers and directors may, but are not obligated to, loan us additional funds as may be required on a non-interest basis.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination

does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds

from our trust account would be used for such repayment.

Up to $675,000 of such loans may be convertible into private placement warrants

of the post business combination entity at a price of $1.50 per warrant at the option of the lender.

Such warrants would be identical

to the private placement warrants described above.

Prior to the completion of our initial business combination, we do not expect to seek

loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such

funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Any of the foregoing payments to our sponsor,

repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using

funds held outside the trust account.

After our initial business combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable,

furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender

offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up

to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights agreement

with respect to the founder shares and private placement warrants, which is described under the heading “Item 12.

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters—Registration Rights.”

Policy for Approval of Related Party Transactions

The audit committee of our board of directors

has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.”

A “related party transaction” is any consummated or proposed transaction or series of transactions:

(i) in which the company

was or is to be a participant;

(ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of

the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration

of the transaction (without regard to profit or loss);

and (iii) in which a “related party” had, has or will have a direct

or indirect material interest.

“Related parties” under this policy will include:

(i) our directors, nominees for director

(ii) any record or beneficial owner of more than 5% of any class of our voting securities;

(iii) any immediate family member

of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who maybe a “related person”

pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit committee will consider (i) the relevant

facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be

obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction,

(iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship

underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may

have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances

relating thereto.

Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the

transaction in accordance with the guidelines set forth in the policy.

The policy will not permit any director or officer to participate

in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

Director Independence

The rules of the NYSE require that a majority

of our board of directors be independent within one year of our initial public offering.

An “independent director” is defined

generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company

(either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the company).

board of directors has determined that Nell Cady-Kruse, Noreen Doyle and William Janetschek are “independent directors” as

defined in the NYSE listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only

independent directors are present.

is 16 York Street, Suite 2900, Toronto, ON,

Canada M5J 0E6.

(7) Represents

shares held by Meteora Capital, LLC, a Delaware limited liability company (“Meteora”) and Mr.

Vik Mittal (“Mr.

with respect to the shares of common stock held by certain funds and managed accounts to which Meteora Capital serves as investment manager

(collectively, the “Meteora Funds”).

Mittal serves as the Managing Member of Meteora Capital.

The address of the business

office of each of the Meteora and Mr.

Mittal is 840 Park Drive East, Boca Raton, FL 33444.

(i) 453,386 shares of common stock, (ii) 1,056,094 shares issuable pursuant to stock options exercisable within 60 days of the Closing

Date and (iii) 141,817 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days of the Closing Date.

235,804 shares issuable pursuant to stock options exercisable within 60 days of the Closing Date.

(10) Includes

(i) 1,656,348 shares of common stock and (ii) 2,077,225 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days

of the Closing Date.

(11) Includes

(i) 390,796 shares of common stock and (ii) 517,488 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days

of the Closing Date.

(12) Includes

44,291 shares issuable pursuant to stock options exercisable within 60 days of the Closing Date.

FACT Related Party Transactions

Private Placement Warrants

On March 2, 2021, simultaneously with

the closing of the IPO, FACT completed the private sale of an aggregate of 6,266,667 FACT Private Placement Warrants to the Sponsor at

a purchase price of $1.50 per FACT Private Placement Warrant, generating gross proceeds to FACT of $9.4 million.

Each FACT Private Placement Warrant is

exercisable for one whole share of Complete Solaria Common Stock at a price of $11.50 per share, subject to adjustment.

A portion of the

proceeds from the sale of the private placement warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account.

The FACT Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor

or its permitted transferees.

Sponsor Support Agreement

In connection with the execution of the

Business Combination Agreement, FACT entered into a Sponsor Support Agreement with the Sponsor, the parties thereto, including the FACT

Initial Shareholders (together, the “ Sponsor Signatories ”, and Complete Solaria, pursuant to which the Sponsor Signatories

agreed to, among other things:

in favor of the Business Combination Agreement and the transactions contemplated thereby;

redeem their FACT Ordinary Shares;

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

Solaria Common Stock in favor of Mr.

Thiam for election to the board of directors of Complete Solaria;

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.

The Sponsor Support Agreement was entered

into as an inducement for FACT and Complete Solaria to enter into the Business Combination Agreement, and consideration was not provided

to the Sponsor Signatories in exchange for entering into the Sponsor Support Agreement.

Lock-Up Agreement

At 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),

entered into the Lock-Up Agreement.

The Lock-Up Agreement contains certain

restrictions on transfer with respect to securities of Complete Solaria held by the Sponsor, Sponsor Key Holders and Complete Solaria

Key Holders immediately following the Closing (including shares of Complete Solaria Common Stock, Complete Solaria Private Warrants and

any shares of Complete Solaria Common Stock issuable upon the exercise, conversion or settlement of derivative securities and promissory

Such restrictions began at the Closing and end on the earlier of (x) the twelve 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 twenty trading days within any thirty consecutive trading

day period beginning after the date that is 180 calendar days after the Closing and ending 365 calendar days following the Closing.

In connection with working capital lending arrangements between

the Sponsor and third-party investors, certain restrictions on transfer on the Class B Ordinary Shares (or shares into which such Class

B Ordinary Shares convert), solely to be transferred by the Sponsor to such investors, were or shall be reduced to the three month anniversary

of the Closing.

Advisory Fees to China Bridge Capital

In May 2021, FACT entered into an agreement

with CBC, an affiliate of Edward Zeng, who is a member of the FACT board of directors, pursuant to which CBC agreed to provide advisory

and investment banking services to FACT in connection with a potential business combination.

Under amendment subsequent agreement, dated

June 3, 2022, which supersedes the previous agreement among the parties, FACT agreed to pay CBC a customary advisory fee that would be

negotiated at the time of the business combination.

Gishen, on behalf of FACT, Mr.

Zeng, in his capacity as a representative of CBC,

are holding ongoing negotiations regarding the amount of the advisory fee payable to CBC under its June 2022 letter agreement with FACT.

Prior the execution of the Original Business Combination Agreement, the FACT Special Committee and FACT Board approved a potential fee

arrangement between FACT and CBC.

The June 2022 agreement between FACT and CBC may be terminated by FACT or CBC at any time, with or without

Related Party Loans

In order to finance transaction costs

in connection with an intended business combination, the Sponsor, and certain of FACT’s officers and directors, loaned FACT funds

(“ Working Capital Loans ”).

After the closing of the business combination, FACT repaid the Working Capital Loans.

giving effect to the April 2022 FACT Note, June 2022 FACT Note and December 2022 FACT Note described below, up to $1.325 million of additional

Working Capital Loans were convertible into Private Placement Warrants of the post business combination entity at a price of $1.50 per

warrant at the option of the lender.

Such warrants are identical to the Private Placement Warrants.

As of December 31, 2021 and 2020,

FACT had no borrowings under the Working Capital Loans.

On April 1, 2022, FACT issued the April

2022 FACT Note.

The proceeds of the April 2022 FACT Note, which was drawn down from time to time until FACT consummated the initial business

combination, were used for general working capital purposes.

The April 2022 FACT Note bore no interest and was payable in full upon the

earlier to occur of (i) 24 months from the closing of the IPO (or such later date as may be extended in accordance with the terms of our

amended and restated memorandum and articles of association) or (ii) the closing of the business combination.

A failure to pay the principal

within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action would have been

deemed an event of default, in which case the April 2022 FACT Note may have been accelerated.

Prior to FACT’s first payment of all

or any portion of the principal balance of the April 2022 FACT Note in cash, the Sponsor had the option to convert all, but not less than

all, of the principal balance of the April 2022 FACT Note into Working Capital Warrants, each warrant exercisable for one ordinary share

of FACT at an exercise price of $1.50 per share.

The terms of the Working Capital Warrants are identical to the warrants issued by FACT

to the Sponsor in a private placement that was consummated in connection with the IPO.

The Sponsor is entitled to certain registration

rights relating to the Working Capital Warrants.

The issuance of the April 2022 FACT Note was made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act.

On June 6, 2022, FACT issued the June 2022 FACT Note.

proceeds of the June 2022 FACT Note, which was drawn down from time to time until FACT consummated the initial business combination, were

used for general working capital purposes.

The June 2022 FACT Note bore no interest and is payable in full upon the earlier to occur of

(i) 24 months from the closing of the IPO (or such later date as may be extended in accordance with the terms of our amended and restated

memorandum and articles of association) or (ii) the closing of the business combination.

A failure to pay the principal within five business

days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action would have been deemed an event of

default, in which case the June 2022 FACT Note would have been accelerated.

Prior to FACT’s first payment of all or any portion

of the principal balance of the June 2022 FACT Note in cash, the Sponsor had the option to convert all, but not less than all, of the

principal balance of the June 2022 FACT Note into Working Capital Warrants, each warrant exercisable for one ordinary share of FACT at

an exercise price of $1.50 per share.

The terms of the Working Capital Warrants were identical to the warrants issued by FACT to the Sponsor

in a private placement that was consummated in connection with the IPO.

The Sponsor is entitled to certain registration rights relating

to the Working Capital Warrants.

The issuance of the June 2022 FACT Note was made pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

On December 14, 2022, FACT issued the December

2022 FACT Note.

The proceeds of the December 2022 FACT Note, which were drawn down from time to time until FACT consummated the initial

business combination, were used for general working capital purposes.

The December 2022 FACT Note bore no interest and was payable in

full upon the earlier to occur of (i) 24 months from the closing of our IPO (or such later date as may be extended in accordance with

the terms of our Articles of Association) or (ii) the closing of the business combination.

A failure to pay the principal within five

business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action would have been deemed an

event of default, in which case the December 2022 FACT Note may have been accelerated.

Prior to FACT’s first payment of all or any

portion of the principal balance of the December 2022 FACT Note in cash, the payees thereunder had the option to convert all, but not

less than all, of the principal balance of the December 2022 FACT Note into Working Capital Warrants, each warrant exercisable for one

ordinary share of FACT at an exercise price of $1.50 per share.

The terms of the Working Capital Warrants are identical to the warrants

issued by FACT to the Sponsor in a private placement that was consummated in connection with the IPO.

The payees under the December 2022

FACT Note are entitled to certain registration rights relating to the Working Capital Warrants.

The issuance of the December 2022 FACT

Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On February 28, 2023, FACT issued the

February 2023 FACT Note.

The proceeds of the February 2023 FACT Note, $1,600,000 of which was drawn down on or about the date thereof,

$400,000 of which was drawn down, in accordance with the schedule set forth therein when FACT chose to extend the date by which it would

consummate the initial business combination beyond June 2, 2023, and $100,000 of which was drawn down on an as-needed basis with the mutual

consent of FACT and the Sponsor, was used for general working capital purposes.

The February 2023 FACT Note bore no interest and was payable

in full upon the consummation of a business combination.

A failure to pay the principal within five business days of the date specified

above or the commencement of a voluntary or involuntary bankruptcy action would have been deemed an event of default, in which case the

February 2023 FACT Note may have been accelerated.

The issuance of the February 2023 FACT Note was made pursuant to the exemption from

registration contained in Section 4(a)(2) of the Securities Act.

On May 31, 2023, FACT issued the May 2023

The proceeds of the May 2023 FACT Note were used for general working capital purposes.

The May 2023 FACT Note bore no interest

and was payable in full upon the consummation of a business combination.

A failure to pay the principal within five business days of the

date specified above or the commencement of a voluntary or involuntary bankruptcy action would have been deemed an event of default, in

which case the May 2023 FACT Note may have been accelerated.

The issuance of the May 2023 FACT Note was made pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

Administrative Support Service

Commencing on the date of the IPO, FACT

agreed to pay the Sponsor up to $10,000 per month for office space and administrative support services.

These were paid on a monthly basis

via invoices, and there was no amount due under the Administrative Services Agreement as of December 31, 2021.

For the years ended December

31, 2021 and 2022, FACT paid the Sponsor $2,114 and $0, respectively, in expenses in connection with such services.

Complete Solaria Related Party Transactions

Complete Solaria 2022 Note Financing

Beginning on October 3, 2022, Complete Solar

entered into the Complete Solaria Subscription Agreements with certain investors pursuant to which such investors purchased the 2022 Convertible

In addition, the Rodgers Massey Revocable Living Trust purchased a convertible note from Complete Solaria in an amount equal to

approximately $6.7 million (the “ RMRLT Rollover Note ”), in consideration for Rodgers Massey Revocable Living Trust’s

former investment in Solaria, which were assumed and cancelled by Complete Solaria.

The RMRLT Rollover Note and the 2022 Convertible Notes

accrue interest at a rate of 5% per annum.

Immediately prior to the Closing, the RMRLT Rollover Note and the 2022 Convertible Notes converted

into that number of shares of common stock of Complete Solaria equal to (x) the principal amount together with all accrued interest of

the 2022 Notes divided by 0.75, divided by (y) the price of a share of common stock of Complete Solaria used to determine the conversion

ratio in the Business Combination Agreement.

In addition, the Sponsor transferred to the holders of 2022 Convertible Notes a pro rata

percentage of (i) 666,667 Founder Shares and (ii) 484,380 Private Placement Warrants held by the Sponsor.

The following table summarizes the RMRLT Rollover Note and

the 2022 Convertible Notes with related persons.

Purchase Amount

Private Placement

Rodgers Massey Revocable Living Trust (1)

1,039,988 (6)

Rodgers Massey Revocable Living Trust (1)

Edward Zeng (2) .

Tidjane Thiam (3)

NextG Tech Limited (4)

Adam Gishen (5)

(1) Thurman J.

“TJ” Rodgers is a member of Complete Solaria’s board of directors, and trustee

of the Rodgers Massey Revocable Living Trust.

The Rodgers Massey Revocable Living Trust is a 5% holder of Complete Solaria’s capital

(2) Edward Zeng was a director of FACT until the Closing of the Business Combination.

(3) Tidjane Thiam was the Executive Chairman of FACT until the Closing of the Business Combination and is a director of Complete Solaria.

(4) NextG is an affiliate of Edward Zeng, a former director of FACT.

(5) Adam Gishen was the Chief Executive Officer of FACT and is a director of Complete Solaria.

(6) Includes 927,860 shares of Complete Solaria common stock and 112,128 Founder Shares.

(7) Includes 549,771 shares of Complete Solaria common stock and 66,711 Founder Shares.

(8) Includes 485,077 shares of Complete Solaria common stock and 58,372 Founder Shares.

(9) Includes 470,118 shares of Complete Solaria common stock and 58,372 Founder Shares.

(10) Includes 332,211 shares of Complete Solaria common stock and 40,026 Founder Shares.

(11) Includes 138,593 shares of Complete Solaria common stock and 16,677 Founder Shares.

(12) Includes 120,887 shares of Complete Solaria common stock and 15,010 Founder Shares.

(13) Includes 13,859 shares of Complete Solaria common stock and 1,667 Founder Shares.

In addition, holders of 2022 Convertible Notes are entitled

to receive, on a pro rata basis, up to an additional (i) 333,333 shares of Complete Solaria Common Stock, at a purchase price of $0.0001

per share, if within the first 12 months following the Closing Date, the volume weighted average price of Complete Solaria Common Stock

equals or exceeds $12.50 per share for a period of at least 20 days out of 30 consecutive days on which the shares of Complete Solaria

Common Stock are traded on a stock exchange, and (ii) 333,333 shares of Complete Solaria Common Stock, at a purchase price of $0.0001

per share, if within the first 12 months following the Closing Date, the volume weighted average price of Complete Solaria Common Stock

equals or exceeds $15.00 per share for a period of at least 20 days out of 30 consecutive days on which the shares of Complete Solaria

Common Stock are traded on a stock exchange,

Stockholder Support Agreement

On October 3, 2022, FACT, Complete Solar

and certain stockholders of Complete Solar, entered into the Complete Solar Stockholder Support Agreement, whereby each of the parties

thereto agreed to, among other things, vote to adopt and approve, upon the effectiveness of the Registration Statement, the Business Combination

and all other documents and transactions contemplated thereby.

Additionally, certain stockholders of Complete Solar agreed, among other

things, to effect the Complete Solar Preferred Conversion, not to transfer any of their shares of Complete Solar common stock and Complete

Solar preferred stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions, or enter into any

voting arrangement that is inconsistent with the Complete Solar Stockholder Support Agreement.

Complete Solar and Solaria Merger

On October 3, 2022, Complete Solar and

Solaria entered into a Required Transaction Merger Agreement to form Complete Solaria.

Pursuant to the Required Transaction Merger Agreement,

Solaria was acquired by Complete Solar Holding Corporation and Complete Solar Midco, LLC, by means of a statutory merger of Complete Solar

Merger Sub, Inc., with and into Solaria, pursuant to which Solaria would survive and become a wholly-owned subsidiary of Complete Solar

Midco, LLC an indirect wholly-owned Subsidiary of Complete Solar Holding Corporation.

As a result of the Required Transaction,

certain stockholders of Complete Solar who were formerly holders of securities of Solaria have a right to appoint Antonio R.

Rodgers and Steven J.

Gomo to the Board of Directors of Complete Solaria.

Rodgers is trustee of the Rodgers Massey

Revocable Living Trust, which is a 5% holder of Complete Solaria Capital Stock.

Further, Vikas Desai and Arnaud Lepert were offered employment

with Complete Solaria.

Equity and other compensation, termination, change in control and other arrangements for these individuals are

described in the section titled “ Executive and Director Compensation .”

As a result of the Required Transaction,

the following Solaria security holders, entities affiliated with Park West Asset Management LLC;

Rodgers Massey Revocable Living Trust;

South Lake One, LLC;

and Eastern Win Development Holdings Limited, received equity consideration such that each currently holds more than

5% of Complete Solaria’s outstanding capital stock.

As a result of the Required Transaction,

the following Complete Solar stockholders, Ecosystem Integrity Fund II, L.P.

and The Libra Foundation, each holds more than 5% of Complete

Solaria’s outstanding capital stock.

Complete Solar Preferred Stock Financings

From March 2022 through April

2022, Complete Solar issued and sold an aggregate of 2,660,797 shares of its Series D-1 Preferred Stock for a cash purchase price of $4.9733

per share, 62,498 shares of its Series D-2 Preferred Stock for a cash purchase price of $1.8650 per share, and 48,256 shares of its Series

D-3 Preferred Stock for a cash purchase price of $1.5542 per share (together, the “ Complete Solar Series D Preferred Stock ”),

for aggregate gross proceeds of $13.4 million.

Each share of Complete Solar’s Series D Preferred Stock was cancelled in exchange

for the right to receive shares of the Complete Solaria’s Common Stock upon the Closing.

In January 2020, Complete Solar issued

and sold an aggregate of 2,800,283 shares of its Series C-1 Preferred Stock for a cash purchase price of $2.6497 per share for aggregate

gross proceeds of $7.4 million (the “ Complete Solar Series C Preferred Stock ”).

Each share of Complete Solar’s

Series C-1 Preferred Stock was cancelled in exchange for the right to receive shares of the Complete Solaria’s Common Stock upon

The following table summarizes the participation

in the foregoing transactions by Complete Solaria’s directors, executive officers, and holders of more than 5% of any class of Complete

Solaria’s capital stock as of the date of such transactions:

Complete Solar Preferred Stock Transactions

Name of Stockholder

Preferred Stock

The Libra Foundation (1)

Ecosystem Integrity Fund II, L.P.

(1) The Libra Foundation is a 5% holder of Complete Solaria capital stock.

(2) Ecosystem Integrity Fund II, L.P.

is a 5% holder of Complete Solaria capital stock.

Solaria Preferred Stock Financings

From June 2019 through

July 2020, Solaria issued and sold an aggregate of 5,367,134 shares of its Series E-1 Preferred Stock for a cash purchase price of $9.17

per share (the “ Solaria Series E Preferred Stock ”), for aggregate gross proceeds of $47.5 million.

Shares of Solaria’s

Series E Preferred Stock were exchanged for shares in Complete Solaria pursuant to the terms of the Required Transaction.

Solaria Preferred Stock Transactions

Shares of Series E-1

Name of Stockholder

Preferred Stock

Rodgers Massey Revocable Living Trust (1)

(1) Rodgers Massey Revocable Living Trust is a 5% holder of Complete Solaria capital stock.

Simple Agreements For Future Equity

Solaria previously entered into certain Simple Agreements for

Future Equity (“ SAFEs ”) to raise funding.

In connection with the Required Transaction, the outstanding Solaria SAFEs

were assumed by and assigned to Complete Solaria and converted into Complete Solaria stock.

The SAFE dated December 24, 2020 and amended

February 23, 2021, by and between Solaria and Rodgers Massey Revocable Living Trust, for a purchase amount of $2,000,000, converted to

453,981 shares of Complete Solaria stock at a price per share of $4.405464.

The SAFE dated March 3, 2022 and amended March 11, 2022, by

and between Solaria and Rodgers Massey Revocable Living Trust, for a purchase amount of $2,000,000, converted to 453,981 shares of Complete

Solaria stock at a price per share of $4.405464.

“TJ” Rodgers is a member of Complete Solaria’s board of

directors, and trustee of the Rodgers Massey Revocable Living Trust.

The Rodgers Massey Revocable Living Trust is a 5% holder of Complete

Solaria’s capital Stock.

The SAFE dated March 12, 2021, by and between Solaria and entities affiliated with Park West Asset Management

LLC, for a total purchase amount of $17,500,000.

Park West Investors Master Fund, Limited invested $15,500,000, which converted into 3,518,358

shares Complete Solaria stock at a price per share of $4.405464.

Park West Partners International, Limited invested $2,000,000, which

converted into 453,981 shares of Complete Solaria stock at a price per share of $4.405464.

The entities affiliated with Park West Asset

Management LLC are a 5% holder of Complete Solaria’s capital Stock Warrants

Complete Solaria issued warrants to purchase

shares of its capital stock to certain holders of 5% of its capital stock.

The following table summarizes the participation in the foregoing

transactions by Complete Solaria’s holders of more than 5% of any class of Complete Solaria’s capital stock as of the date

of such transactions:

Preferred Stock

Name of Stockholder

The Libra Foundation (1)

Ecosystem Integrity Fund II, L.P.

(1) The Libra Foundation is a 5% holder of Complete Solaria capital stock.

(2) Ecosystem Integrity Fund II, L.P.

is a 5% holder of Complete Solaria capital stock.

Assignment Agreement

On October 5, 2023, Complete Solaria entered

into an assignment and acceptance agreement (the “ Assignment Agreement ”) with Rodgers Massey Revocable Living

Trust and other parties.

Pursuant to the terms of the Assignment Agreement, among other things, Rodgers Massey Revocable Living Trust

assumed $1,500,000 of the aggregate $5,000,000 in revolving loans outstanding for Complete Solaria under that certain Loan Agreement.

“TJ” Rodgers is the Executive Chairman of Complete Solaria’s board of directors, and trustee of the Rodgers

Massey Revocable Living Trust.

The Rodgers Massey Revocable Living Trust is a 5% holder of Complete Solaria’s capital Stock.

Common Stock Purchase Agreements

On December 18, 2023, the Company entered

into separate common stock purchase agreements (the “ Purchase Agreements ”) with the Rodgers Massey Freedom and Free

Markets Charitable Trust and the Rodgers Massey Revocable Living Trust (each a “Purchaser”, and together, the “Purchasers”).

Pursuant to the terms of the Purchase Agreements, each Purchaser purchased 1,838,235 shares of common stock of the Company, par value

$0.0001, (the “ Shares ”), at a price per share of $1.36, representing an aggregate purchase price of $4,999,999.20.

The Purchasers paid for the Shares in cash.

“TJ” Rodgers is the Executive Chairman of Complete Solaria’s

board of directors and is a trustee of the Rodgers Massey Freedom and Free Markets Charitable Trust and the Rodgers Massey Revocable Living

Rodgers Massey Revocable Living Trust is a 5% holder of Complete Solaria’s capital Stock.

Employment Arrangements

Complete Solaria has entered into employment

agreements with certain of its executive officers.

For more information regarding these agreements with Complete Solaria’s named

executive officers, see the section titled “ Executive and Director Compensation—Employment Arrangements with Named Executive

Stock Option Grants to Directors and Executive Officers

Complete Solaria has granted stock options

to certain of its directors and executive officers.

For more information regarding the stock options and stock awards granted to Complete

Solaria’s directors and named executive officers, see the section titled “ Executive and Director Compensation .”

Indemnification Agreements

Complete Solaria entered into

new indemnification agreements with the directors and officers of New Complete Solaria following the Business Combination.

Complete Solaria’s certificate of

incorporation contains provisions limiting the liability of directors, and Complete Solaria’s amended and restated bylaws provide

that Complete Solaria will indemnify each of its directors and officers to the fullest extent permitted under Delaware law.

Complete Solaria’s

amended and restated certificate of incorporation and amended and restated bylaws also provide the Complete Solaria’s Board with

discretion to indemnify Complete Solaria’s employees and other agents when determined appropriate by Complete Solaria’s Board.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Policies and Procedures for Related Person Transactions

The Complete Solaria Board adopted a written

related person transactions policy that sets forth Complete Solaria’s policies and procedures regarding the identification, review,

consideration and oversight of “related person transactions.” For purposes of the Complete Solaria policy only, a “related

person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)

in which the Complete Solaria or any of its subsidiaries are participants involving an amount that exceeds $120,000, including purchases

of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees

of indebtedness, subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act.

Under the policy, the related person in

question or, in the case of transactions with a holder of more than 5% of any class Complete Solaria’s voting securities, an officer

with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to the Complete Solaria’s

audit committee (or, where review by the Complete Solaria’s audit committee would be inappropriate, to another independent body

of the Board) for review.

To identify related person transactions in advance, the Complete Solaria will rely on information supplied by

Complete Solaria’s executive officers, directors and certain significant stockholders.

In considering a related person transaction,

Complete Solaria’s audit committee will take into account the relevant available facts and circumstances, which may include, but

are not limited to:

risks, costs, and benefits to Complete Solaria;

impact on a director’s independence in the event the related person is a director, immediate family member of a director or an

entity with which a director is affiliated;

extent of the related person’s interest in the transaction;

purpose and terms of the transaction;

● management’s

recommendation with respect to the proposed related person transaction;

availability of other sources for comparable services or products;

the transaction is on terms comparable to those that could be obtained in an arm’s length transaction.

Complete Solaria’s audit committee will approve only

those transactions that it determines are fair to us and in Complete Solaria’s best interests.

All of the transactions described

above were entered into prior to the adoption of such policy.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Marcum LLP, or Marcum, acts as our

independent registered public accounting firm.

The following is a summary of fees paid to Marcum for services rendered.

During the years ended December

31, 2022 and 2021, fees for our independent registered public accounting firm were approximately $144,458 and $125,918, respectively,

for the services Marcum performed in connection with our Initial Public Offering and the audit of our December 31, 2022 financial statements

included in this Annual Report.

The following table sets

forth the aggregate fees billed for professional audit services and other services rendered by our current auditor, Deloitte & Touche

LLP, and our former auditor, Marcum LLP for fiscal year 2023 and by our former auditor, Marcum LLP for fiscal year 2022.

All of the services

described in the following fee table were approved by the Audit Committee.

Fiscal Years Ended

(In thousands)

Audit Fees(1)

Audit-Related Fees(2)

During the years ended

December 31, 2022 and 2021, our independent registered public accounting firm did not render assurance and related services related to

the performance of the audit or review of financial statements.

During the years ended December

31, 2022 and 2021, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and

tax planning.

All Other Fees(4)

During the years ended

December 31, 2022 and 2021, there were no fees billed for products and services provided by our independent registered public accounting

firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation

of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee,

and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be

performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described

in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

(a) The following documents are filed as part

of this Annual Report:

(1) Audit Fees - This category includes the audit of our

annual financial statements, the audit of our internal control over financial reporting, the review of our financial statements included

in our Quarterly Reports on Form 10-Q, and services that are normally provided by the independent registered public accounting firm in

connection with statutory audit and regulatory filings for those fiscal years.

This category also includes advice on accounting matters

that arose during, or as a result of, the audit or the review of interim financial statements.

(2) Audit-Related Fees - This category generally consists

of assurance and related services, such as due diligence related to acquisition, business combination, finance offering and the employee

benefit plan.

(3) Tax Fees - This category consists of services for tax

compliance, tax advice, and tax planning.

(4) All Other Fees - This category consists of annual subscription

for accounting literature.

Pre-Approval Policies and Procedures

Our Audit Committee has procedures

in place for the pre-approval of all audit services, audit-related services, tax services, and other services rendered by our independent

registered public accounting firm, Deloitte & Touche LLP.

Our Audit Committee generally pre-approves specified services in the defined

categories of audit services, audit-related services and tax services up to specified amounts.

Pre-approval may also be given as part

of our Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case

basis before the independent auditor is engaged to provide each service.

The pre-approval of services may be delegated to one or more

of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Audit Committee has determined that the rendering of services other than audit services by Deloitte & Touche LLP is compatible with

maintaining the principal accountant’s independence.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following are filed with this Annual Report

on Form 10-K:

Financial Statements:

of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders’ Deficit

of Cash Flows

to Financial Statements

See Index to consolidated financial statements

in Part II, Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules:

We hereby file as part of this Report the exhibits

listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be accessed on the SEC website at www.sec.gov.

Business Combination Agreement, dated October 3, 2022, by and among the Company, Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solaria Holding Corporation, and the Solaria Corporation (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2022).

First Amendment to Business Combination Agreement, dated December 26, 2022, by and among the Company, Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, and Complete Solaria, Inc.

(incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2022).

Second Amendment to Business Combination Agreement, dated January 17, 2023, by and among the Company, Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, and Complete Solaria, Inc.

(incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2023).

Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021).

Amendment to Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2023).

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended*

Warrant Agreement, dated February 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021).

A Letter Agreement, dated February 25, 2021, among the Company and its officers and directors and Freedom Acquisition I, LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021).

Amendment No.

1 to Letter Agreement dated February 25, 2021, dated June 6, 2022 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2022).

Investment Management Trust Agreement, dated February 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021).

Amendment to Investment Management Trust Agreement, dated February 28, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2023).

Registration Rights Agreement, dated February 25, 2021, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company’ s Current Report on Form 8-K filed with the SEC on March 2, 2021).

Administrative Services Agreement, dated February 25, 2021, between the Company and Freedom Acquisition I LLC (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021).

Private Placement Warrants Purchase Agreement, dated December 2, 2020, between the Company and Freedom Acquisition I LLC (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021).

Promissory Note, dated April 1, 2022, issued to Freedom Acquisition I LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2022).

Promissory Note, dated June 6, 2022, issued to Freedom Acquisition I LLC (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2022).

Promissory Note, dated December 14, 2022, issued to Tidjane Thiam, Adam Gishen, Abhishek Bhatia, and Edward Zeng (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2022).

Promissory Note, dated February 28, 2023, issued to Freedom Acquisition I LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2023).

Form of Company Subscription Agreement, dated October 3, 2022 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2022).

Sponsor Support Agreement, dated October 3, 2022 (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2022).

Company Stockholder Support Agreement, dated October 3, 2022 (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2022).

Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf

by the undersigned, thereunto duly authorized, on April 6, 2023.

All financial statement schedules

have been omitted because they are not required, not applicable or the required information is otherwise included.

The exhibits listed below are filed as part of this

Annual Report on Form 10-K or incorporated herein by reference, in each case as indicated below.

Exhibit Number

Exhibit Description

Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation, and The Solaria Corporation

Agreement and Plan of Merger, dated as of October 3, 2022, by and between Complete Solar Holding Corporation, Complete Solar Midco, LLC, Complete Solar Merger Sub, Inc., The Solaria Corporation, and Fortis Advisors LLC

February 10, 2023

Asset Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies, Ltd.

Certificate of Incorporation of Complete Solaria

Bylaws of Complete Solaria

Form of Replacement Warrant

Form of First Amendment to Replacement Warrant

Amended and Restated Registration Rights Agreement, dated July 18, 2023, by and among the Company and certain other stockholders party thereto

Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

Form of Indemnification Agreement

Forward Purchase Agreement, dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP;

Freedom Acquisition I Corp.;

/s/ Adam Gishen

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacity and on the

dates indicated.

/s/ Tidjane Thiam

Executive Chairman

April 6, 2023

Tidjane Thiam

/s/ Adam Gishen

Chief Executive Officer and Board

April 6, 2023

/s/ Nell Cady-Kruse

April 6, 2023

Nell Cady-Kruse

/s/ Noreen Doyle

April 6, 2023

/s/ William Janetschek

April 6, 2023

William Janetschek

/s/ Edward Zeng

April 6, 2023

and Complete Solaria, Inc.

Forward Purchase Agreement, dated July 13, 2023, between Polar Multi-Strategy Master Fund;

Freedom Acquisition I Corp.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 ) F-2

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Shareholders’ Deficit F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7 – F-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

and Complete Solaria, Inc.

Forward Purchase Agreement, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

Freedom Acquisition I Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheet s of Freedom Acquisition I Corp.

(the “Company”) as of December 31, 2022 and 2021, the related consolidated

statements of operations, changes in shareholders’ (deficit) equity and cash flows for each of the two years in the period ended

December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results

of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles

generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company’s business plan

is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2022 are

not sufficient to complete its planned activities.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 2020.

April 6, 2023

and Complete Solaria, Inc.

FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP;

Freedom Acquisition I Corp.;

CONSOLIDATED BALANCE SHEETS

Current assets:

Prepaid expenses - short term

Total current assets

Prepaid expenses - long term

Cash and marketable securities held in Trust Account

$ 350,120,913

$ 346,220,403

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

Current liabilities:

Accounts payable and accrued expenses

Convertible promissory note – related party

Total current liabilities

Warrant liabilities

Deferred underwriters’ discount payable

Total Liabilities

Commitments and Contingencies (See Note 7)

Class A Ordinary shares subject to possible redemption 34,500,000 shares subject to possible redemption at redemption value at December 31, 2022 and 2021, respectively

Shareholders’ Deficit:

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding at December 31, 2022 and 2021

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized at December 31, 2022 and 2021

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

8,625,000 shares issued and outstanding at December 31, 2022 and 2021

Additional paid-in capital

Accumulated deficit

( 17,548,599 )

( 21,923,351 )

Total Shareholders’ Deficit

( 21,922,488 )

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

$ 350,120,913

$ 346,220,403

The accompanying notes are an integral part

of the consolidated financial statements.

FREEDOM ACQUISITION I

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended

Operating costs

Loss from operations

( 4,407,058 )

( 3,782,028 )

Other income (expense):

Foreign currency exchange loss

Interest income on marketable securities held in Trust Account

of transaction costs incurred in connection with IPO

Change in fair value of warrant liabilities

Change in fair value of convertible note

Offering expenses related to warrant issuance

Total other income, net

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding, Class B ordinary shares

Basic and diluted net income per share, Class B ordinary shares

The accompanying notes are an integral part

of the consolidated financial statements.

and Complete Solaria, Inc.

Exhibit Number

Exhibit Description

FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Polar Multi-Strategy Master Fund;

Freedom Acquisition I Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Ordinary Shares

Shareholders’

Balance – December 31, 2020

Sale of 34,500,000 Units on March 2, 2021 through public offering

Excess of the fair value of private placement warrants over cash received

Class A ordinary shares subject to possible redemption

( 34,500,000 )

Remeasurement of Class A ordinary shares subject to possible redemption

( 1,904,137 )

( 27,046,507 )

( 28,950,644 )

Balance – December 31, 2021

( 21,923,351 )

( 21,922,488 )

Proceeds received on convertible note less than fair value

Accretion portion net against additional paid-in-capital

Accretion of Class A ordinary shares subject to possible redemption

( 2,727,125 )

( 1,607,588 )

( 4,334,713 )

Reduction of deferred underwriting fee payable

Balance – December 31, 2022

$ ( 17,548,599

$ ( 11,490,298

The accompanying notes are an integral part

of the consolidated financial statements.

FREEDOM ACQUISITION I

STATEMENTS OF CASH FLOWS

For the Years Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

( 4,821,632 )

Change in fair value of warrant liabilities

( 5,509,917 )

( 9,381,750 )

Change in fair value of convertible note

Change in deferred underwriting fee

Offering costs allocated to warrants

Changes in current assets and current liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,429,660 )

( 2,041,001 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 345,000,000 )

Net cash used in investing activities

( 345,000,000 )

Cash Flows from Financing Activities:

Proceeds from Initial Public Offering, net of underwriters’ discount

Proceeds from issuance of Private Placement Warrants

Proceeds from issuance of Convertible Promissory Note

Repayment of promissory note to related party

Payments of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash – Beginning

Cash – Ending

Supplemental disclosure of noncash financing activities:

Initial value of Class A ordinary shares subject to possible redemption

$ 345,000,000

Initial value of warrant liabilities

Deferred underwriters’ discount payable charged to additional paid-in capital

Accretion of Class A ordinary shares subject to possible redemption

Deferred offering costs paid under promissory note

The accompanying notes are an integral part

of the consolidated financial statements.

and Complete Solaria, Inc.

FPA Funding Amount Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

Freedom Acquisition I Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

and Complete Solaria, Inc.

New Money Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP;

Freedom Acquisition I Corp.;

(the “Company”

or “Freedom”) was incorporated in Cayman Islands on December 23, 2020.

The Company was formed for the purpose of entering

into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more

businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes

of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject

to all of the risks associated with early stage and emerging growth companies.

On October 3, 2022, the Company entered into a

Business Combination Agreement with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of the Company, Jupiter

Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Complete Solar Holding Corporation,

a Delaware corporation, and The Solaria Corporation, a Delaware corporation.

The Company’s sponsor is Freedom Acquisition

I LLC, a Cayman Islands limited liability company (the “Sponsor”).

As of December 31, 2022, the Company had not

yet commenced any operations.

All activity through December 31, 2022, relates to the Company’s formation and the Initial

Public Offering (“IPO” or “Initial Public Offering”) described below.

The Company will not generate any

operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate

non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and changes

in the fair value of warrant liabilities.

The registration statement for the Company’s

IPO was declared effective on February 25, 2021 (the “Effective Date”).

On March 2, 2021, the Company consummated the IPO

of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered,

the “public share”), at $ 10.00 per Unit, generating gross proceeds of $ 345,000,000 , which is discussed in Note 4.

Simultaneously with the closing of the IPO, the Company consummated

the sale of 6,266,667 warrants (the “Private Placement Warrants”), at a price of $ 1.50 per Private Placement

Warrant, which is discussed in Note 5.

Transaction costs amounted to $ 19,175,922 , consisting of $ 6,405,000 of

underwriting fees, $ 12,075,000 of deferred underwriting fees and $ 695,922 of other offering costs.

Of the total transaction

cost, $ 575,278 was expensed as non-operating expenses in the consolidated statement of operations with the rest of the offering cost

charged to shareholders’ deficit for the year ended December 31, 2021.

The transaction costs were allocated based on the relative

fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary

Trust Account

Following the closing of the IPO on March 2, 2021,

an amount of $ 345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants

was placed in a trust account (“Trust Account”).

The funds in the Trust Account have, since the IPO and until the 24-month anniversary

of the consummation of the IPO, been invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund

meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

To mitigate the risk of

the Company being deemed to have been operating as an unregistered investment company, prior to the 24-month anniversary of

the consummation of the IPO, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S.

government treasury obligations or money market funds held in the Trust Account and to hold all the funds in the Trust Account in cash

in a bank deposit account.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company

to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the Trust

Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public

shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation,

and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination during

the Combination Period (as defined below), subject to applicable law.

The proceeds deposited in the Trust Account could become subject

to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to

be generally applied toward consummating a Business Combination.

The Company’s Business Combination must

be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account

(net of taxes payable) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete

a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public shareholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either

(i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer.

decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer

will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro rata portion

of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held

in the Trust Account and not previously released to the Company to pay its tax obligations).

The Class A ordinary shares subject to

redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with

Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case,

the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either

immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of

the issued and outstanding shares voted are voted in favor of the Business Combination.

On February 28, 2023, the Company’s shareholders

approved an amendment to its amended and restated memorandum and articles of association to extend the date by which the Company must

complete a Business Combination from March 2, 2023 to June 2, 2023, and to thereafter further extend such period up to three times by

an additional one month each time (up to September 2, 2023) (such period, as may be extended, the “Combination Period”).

if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100 % of the outstanding

public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust

Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number

of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to

dissolve and liquidate.

The Company’s Sponsor, officers and directors

have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection

with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public

shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation,

and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement

shares if the Company fails to complete the initial Business Combination within the Combination Period.

The Company’s Sponsor has agreed that it

will be liable to the Company if and to the extent any claims by a third-party for services rendered or products sold to the Company,

or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement

or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share

and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less

than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not

apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in

the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the

underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently

verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s

only assets are securities of the Company.

Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

As of December 31, 2022, the Company had cash outside the Trust Account

of $ 72,923 available for working capital needs.

All remaining cash held in the Trust Account is generally unavailable for the Company’s

use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem ordinary shares.

The Company may elect to withdraw from the interest income earned on the trust account to pay the Company’s tax obligations.

of December 31, 2022, the Company had interest income earned on the trust account of $ 4,821,632 .

The Company may raise additional capital through

loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain of its directors and officers.

may, but is not obligated to, lend the Company funds, from time to time in whatever amounts it deems reasonable in its sole discretion,

to meet the Company’s working capital needs.

There can be no assurance that the Company will be able to obtain additional financing,

Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company

becomes obligated to redeem a significant number of its public shares upon consummation of its Business Combination, in which case the

Company may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance with applicable

securities laws, the Company would only complete such financing simultaneously with the completion of its Business Combination.

If the Company is unable to raise additional capital,

it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing

operations, suspending the pursuit of a potential transaction and reducing overhead expenses.

The Company cannot provide any assurance

that new financing will be available to it on commercially acceptable terms, if at all.

Going Concern

In connection with the Company’s

assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements – Going Concern,” pursuant to its Amended and Restated Certificate of Incorporation, the

Company has until the end of the Combination Period to consummate a Business Combination.

If a Business Combination is not

consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Although the Company

intends to consummate a Business Combination during the Combination Period, it is uncertain that the Company will be able to do so.

This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate at the

end of the Combination Period.

Risks and Uncertainties

Management is currently evaluating the

impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war

could have a negative effect on the Company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of these financial statements.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Consideration of IR Act Excise Tax

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise

tax on certain repurchases of stock by publicly-traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly-traded

foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its

shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased

at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the

fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority

to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs

after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise

would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business

Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”

or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination

but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment

of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business

Combination and in the Company’s ability to complete a Business Combination.

Note 2 — Revision of Previously-Issued Financial Statements

In connection with the preparation of the Company’s financial statements

as of December 31, 2022, the Company identified an error in amounts reported in certain of the Company’s previously-issued financial

statements related to accounts payable.

The Company incorrectly recorded intercompany operating bank transfers as payables whereas Legal

and Professional Services was the accompanying debit in each transaction recorded.

As a result, management determined that accounts payable

and operational costs as of June 30, 2022 and September 30, 2022 were overstated by $ 205,869 .

The following tables contain the revised financial information for

the affected periods previously reported.

The revisions do not have an impact on the Company’s cash position and investments held

in the Trust Account established in connection with the Initial Public Offering.

The Company has not amended its previously filed Quarterly

Reports on Form 10-Q for the two quarterly periods in 2022.

The financial information that has been previously filed or otherwise reported

for these affected periods are superseded by the information below in this Annual Report on Form 10-K.

The impact of the revision on the Company’s financial statements

is reflected in the following tables:

As Previously

Balance Sheet as of June 30, 2022 (unaudited)

Total Liabilities

$ ( 205,869 )

Total Shareholders’ Equity (Deficit)

$ ( 18,781,440 )

$ ( 18,575,571 )

Balance Sheet as of September 30, 2022 (unaudited)

Total Liabilities

$ ( 205,869 )

Total Shareholders’ Equity (Deficit)

$ ( 16,803,964 )

$ ( 16,598,095 )

As Previously

Condensed Statement of Operations for the Three Months

Ended June 30, 2022 (unaudited)

Operational Costs

$ ( 205,869 )

Net Income (Loss)

Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares

Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares

Condensed Statement of Operations for the Six Months Ended June 30, 2022 (unaudited)

Operational Costs

$ ( 205,869 )

Net Income (Loss)

Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares

Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares

Condensed Statement of Operations for the Nine Months Ended September 30, 2022 (unaudited)

Operational Costs

$ ( 205,869 )

Net Income (Loss)

Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares

Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares

As Previously

Condensed Statement of Cash Flows for the Six Months

Ended June 30, 2022 (unaudited)

Net Income (Loss)

Accounts payable and accrued expenses

$ ( 205,869 )

Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2022 (unaudited)

Net Income (Loss)

Accounts payable and accrued expenses

$ ( 205,869 )

Note 3 — Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented

in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules

and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial

statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances and transactions

have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”),

and it may 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, reduced disclosure obligations regarding executive compensation in its periodic reports and

proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth

companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that

have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange

Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to

opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election

to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard

is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the

Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements

in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts

of expenses during the reporting period.

Actual results could differ from those estimates.

Estimates made in preparing these consolidated financial statements

include, among other things, the fair value measurement of the Private Warrant liabilities.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of December 31, 2022 and 2021.

Investments Held in Trust Account

At December 31, 2022, the assets held in the Trust Account were held in a money market fund with a maturity of 180 days or less.

At December 31, 2021, the assets held in the Trust Account

were held in cash and U.S.

Treasury securities.

The Company classifies its United States Treasury securities as held-to-maturity in

accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320, “Investments—Debt and Equity Securities.” Held-to-maturity securities

are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities

are recorded at amortized cost and adjusted for the amortization or remeasurement of premiums or discounts.

As of December 31, 2022, investment in the

Company’s Trust Account consisted of $ 349,927,313 in a money market fund with a maturity of 180 days or less.

Following the

maturity of the U.S.

Treasury Securities on December 1, 2022, the Company immediately reinvested the entirety of the Trust Account

into a money market fund.

The money market fund is disclosed at fair value on the consolidated balance sheet.

As of December 31,

2021, investment in the Company’s Trust Account consisted of $ 484 in cash and $ 345,105,197 in U.S.

All of the U.S.

Treasury Securities (the “T-bills”) matured on March 3, 2022 and the Company purchased new

The Company considers all investments with original maturities of more than three months but less than one year to be

short-term investments.

The carrying value approximates the fair value due to its short-term maturity.

The carrying value, excluding

gross unrealized holding losses and fair value of held to maturity securities on December 31, 2022 and 2021 are as follows:

Money Market Funds

$ 349,927,313

Treasury Securities

$ 345,105,681

$ 345,099,616

A decline in the market value of held-to-maturity securities below

cost that is deemed to be other than temporary results in an impairment that reduces the carrying costs to such securities’ fair

The impairment is charged to earnings and a new cost basis for the security is established.

To determine whether an impairment

is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery

and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary.

Evidence considered

in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent

to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the

investee operates in.

Premiums and discounts are amortized or accreted

over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method.

Such amortization

and remeasurement are included in the “interest income” line item in the statements of operations.

Interest income is recognized

Convertible Promissory Notes—Related Party

The Company accounts for its convertible promissory notes under ASC

815, “Derivatives and Hedging” (“ASC 815”).

Under ASC 815-15-25, the election can be at the inception of a financial

instrument to account for the instrument under the fair value option under ASC 825.

The Company has made such election for its convertible

promissory notes.

Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value

on the date of issuance, each drawdown date, and each balance sheet date thereafter.

Differences between the face value of the note and

fair value at each drawdown date are recognized as either an expense in the consolidated statements of operations (if issued at a premium)

or as a capital contribution (if issued at a discount).

Changes in the estimated fair value of the notes are recognized as non-cash gains

or losses in the consolidated statements of operations.

Changes in the estimated fair value of the note are recognized as non-cash change

in the fair value of the convertible promissory notes in the consolidated statements of operations.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

At December 31, 2022 and 2021, the Company has not experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible

redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares

subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable

ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ deficit.

The Company’s ordinary shares feature certain

redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2022 and 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented

at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance

sheets, respectively.

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class

A ordinary shares and Class B ordinary shares.

Earnings and losses are shared pro rata between the two classes of shares.

The 14,891,667 potential

ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the

years ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class

of ordinary share:

For the Years Ended

Basic and diluted net income per share:

Allocation of net income

Weighted average shares outstanding

Basic and diluted net income per share

Offering Costs

The Company complies with the requirements

of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to

the Public Offering and that were charged to temporary equity upon the completion of the IPO.

Accordingly, on December 31, 2022,

offering costs totaling $ 19,175,922 have been charged to temporary equity (consisting of $ 6,405,000 of underwriting fees,

$ 12,075,000 of deferred underwriting fees and $ 695,922 of other offering costs).

Of the total transaction cost,

$ 575,278 was recorded as a non-operating expense in the consolidated statements of operations, with the rest of the offering

cost charged to temporary equity.

The transaction costs were allocated based on the relative fair value basis, compared to the total

offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

As of October 25, 2022,

and November 2, 2022, respectively, J.P.

Morgan Securities LLC and Deutsche Bank Securities Inc.

have waived their portions of the

deferred underwriting fee which is reflected in the consolidated statement of operations and the consolidated statement of changes

in shareholders’ deficit as a reduction of transaction costs incurred in connection with IPO.

Therefore, the deferred underwriting fee was

reduced by $ 9,056,250 , of which $ 271,687 is shown in the consolidated statement of operations as a reduction of transaction

costs incurred in connection with the IPO and $ 8,784,563 is charged to additional paid-in capital in the consolidated statement of changes in shareholders’ deficit.

As a result of the reductions, the outstanding deferred underwriting fee payable was reduced to

$ 3,018,750 .

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which

qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements

and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets.

Derivative Warrant Liabilities

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including

issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,

pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether such instruments should be recorded

as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,891,667 ordinary shares warrants

issued in connection with its Initial Public Offering ( 8,625,000 ) and Private Placement ( 6,266,667 ) as derivative warrant liabilities

in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the

instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised,

and any change in fair value is recognized in the Company’s consolidated statements of operations.

The fair value of the Private

Placement Warrants has been estimated using Monte Carlo simulations at each measurement date.

The fair value of the Public Warrants was

initially estimated using Monte Carlo simulations.

After the Public Warrants were separately traded, the measurement of the Public Warrants

used an observable market quote in an active market.

The Company follows the asset and liability method

of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income

by the Government of the Cayman Islands.

In accordance with federal income tax regulations, income taxes are not levied on the Company,

but rather on the individual owners.

United States (“U.S.”) taxation would occur on the individual owners if certain tax elections

are made by U.S.

owners and the Company were treated as a passive foreign investment company.

The Company believes that it was a passive

foreign investment company for the 2021 and 2022 taxable years.

Additionally, U.S.

taxation could occur to the Company itself if the Company

is engaged in a U.S.

trade or business.

The Company is not expected to be treated as engaged in a U.S.

trade or business at this time.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in

Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)” to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible

instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed

to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement

to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2024 and should be applied on a full

or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The guidance was adopted starting January

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

Note 4 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company

sold 34,500,000 Units, (at a price of $ 10.00 per Unit.

Each Unit consists of one share of Class A Ordinary shares, par value

$ 0.0001 per share one-fourth of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder

to purchase one share of Class A Ordinary shares at a price of $ 11.50 per share.

All of the 34,500,000 Class A ordinary share sold as part of the Units

in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation,

if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to

the Company’s certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments,

which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares

subject to redemption to be classified outside of permanent equity.

The Class A ordinary share is subject to SEC and its staff’s

guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable that the equity instrument will

become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance

(or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the

instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument

to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they

Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount

The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated

As of December 31, 2022 and 2021, the ordinary share reflected on the

consolidated balance sheets are reconciled in the following table:

Gross proceeds from IPO

$ 345,000,000

Proceeds allocated to Public Warrants

( 10,350,000 )

Ordinary share issuance costs

( 18,600,644 )

Accretion of carrying value to redemption value

Contingently redeemable ordinary share as of December 31, 2021

Accretion of carrying value to redemption value

Contingently redeemable ordinary share as of December 31, 2022

$ 349,927,313

Note 5 — Private Placement Warrants

Simultaneously with the closing of the IPO, the

Sponsor purchased an aggregate of 6,266,667 Private Placement Warrants at a price of $ 1.50 per warrant ($ 9,400,000 in

the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $ 11.50 per

A portion of the purchase price of the Private Placement Warrants was added to the proceeds from our Initial Public Offering to

be held in the Trust Account.

The Private Placement Warrants are identical to the warrants sold in

the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not

be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to

certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business

Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

Note 6 — Related Party Transactions

Founder Shares

On 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.

All share and per-share amounts have been retroactively restated to reflect the share dividend.

The Company’s initial shareholders have

agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until

the earlier to occur of:

(i) one year after the completion of the initial Business Combination or (ii) the date on which the Company

completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all

of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property;

except to certain

permitted transferees and under certain circumstances (the “Lock-up”).

Any permitted transferees will be subject to the same

restrictions and other agreements of the initial shareholders with respect to any Founder Shares.

Notwithstanding the foregoing, if (1)

the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination

which results in its shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares

will be released from the Lock-up.

On May 16, 2022, the Sponsor transferred 25,000

shares to one of the Company’s directors following the departure of a previous director.

The transfer of the Founders Shares is

in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based

compensation associated with equity-classified awards is measured at fair value upon the grant date.

The transfer of Founders Shares to the Company’s

director, as described above, is within the scope of ASC 718, as such, the fair value of the 25,000 shares transferred to the Company’s

director was $ 123,750 or $ 4.95 per share.

The transfer of the shares was granted subject to a performance condition (i.e., the occurrence

of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the performance condition is probable

of occurrence under the applicable accounting literature in this circumstance.

Stock-based compensation would be recognized at the date

a Business Combination is considered probable in an amount equal to the number of Founders Shares times the transfer date fair value per

share (unless subsequently modified).

Founder Shares will automatically convert into Class A shares at a one-to-one ratio upon completion

of a Business Combination.

The Founder Shares will receive no distributions if the Company is liquidated prior to a Business Combination.

In addition, the holders of the Founder Shares are restricted from transferring the Founder Shares and the Class A shares received upon

conversion until nine months to a year after a Business Combination.

Promissory Note — Related Party

On December 30, 2020, the Sponsor agreed to loan

the Company up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Promissory Note”).

This loan is non-interest bearing and payable on the earlier of December 31, 2022 or the completion of the IPO.

As of December 31, 2022 and 2021, there was no

outstanding amount under the Promissory Note.

Working Capital Loans

In addition, in order to finance transaction costs

in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Company completes a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination

does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans

but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

After giving effect to the Notes described

below, up to $ 675,000 of additional Working Capital Loans may be convertible into Private Placement Warrants of the post Business

Combination entity at a price of $ 1.50 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement

Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than

the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide

a waiver against any and all rights to seek access to funds in the Company’s Trust Account.

On April 1, 2022 and June 6, 2022, the Company

issued unsecured promissory notes in the amounts of up to $ 500,000 and $ 500,000 , respectively, to the Sponsor.

On December 14, 2022, the

Company issued an unsecured promissory note in the amount of up to $ 325,000 to Tidjane Thiam, Adam Gishen, Abhishek Bhatia and Edward

Zeng (collectively, the “Payees”) (such promissory note, together with the unsecured promissory notes issued on April 1, 2022

and June 6, 2022, the “Notes”).

The Notes bear no interest and are payable in full upon the earlier to occur of (i) twenty-four

(24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of our

amended and restated memorandum and articles of association) or (ii) the consummation of the Business Combination.

A failure to pay the

principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall

be deemed an event of default, in which case the Notes may be accelerated.

Prior to the Company’s first payment of all or any portion

of the principal balance of the Notes in cash, the Sponsor and the Payees, as applicable, have the option to convert all, but not less

than all, of the principal balance of the Notes into private placement warrants (the “Conversion Warrants”), each warrant

exercisable for one ordinary share of the Company at an exercise price of $ 1.50 per share.

The terms of the Conversion Warrants would

be identical to the Private Placement Warrants.

The Sponsor and the Payees shall be entitled to certain registration rights relating to

the Conversion Warrants.

The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2)

of the Securities Act.

As of December 31, 2022 and 2021, the Company had an aggregate of $ 1,225,000

and $ 0 borrowings, respectively, related to the Notes.

On February 28, 2023, the Company issued an unsecured

promissory note in the amount of up to $ 2,100,000 to the Sponsor, as further described in Note 11.

Administrative Support Service

Commencing on the date of the IPO, the Company

agreed to pay the Sponsor up to $ 10,000 per month for office space and administrative support services.

These were paid on a monthly

basis via invoices, and there was no amount due under the Administrative Services Agreement as of December 31, 2022.

Note 7 — Commitments & Contingencies

Registration Rights

The holders of the (i) Founder Shares, which were

issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which will be issued in a private placement

simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private

Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to

The holders of these securities are

entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s

completion of its initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

Underwriters Agreement

On March 2, 2021, the Company paid a fixed

underwriting discount of $ 6,405,000 .

Additionally, a deferred underwriting discount of $ 0.35 per Unit, or $ 12,075,000 in

the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company

completes an initial Business Combination, subject to the terms of the underwriting agreement.

As of October 25, 2022, and November

2, 2022, respectively, J.P.

Morgan Securities LLC and Deutsche Bank Securities Inc.

have waived their portions of the deferred

underwriting fee which is reflected in the consolidated statement of operations and the consolidated statement of changes in

shareholders’ deficit as a reduction of transaction costs incurred in connection with IPO.

Therefore, the deferred

underwriting fee was reduced by $ 9,056,250 , of which $ 271,687 is shown in the consolidated statement of operations as a reduction of transaction costs incurred in connection with the IPO and $ 8,784,563 is charged to additional paid-in capital in the

consolidated statement of changes in shareholders’ deficit.

As a result of the reductions, the outstanding deferred

underwriting fee payable was reduced to $ 3,018,750 .

Business Combination Agreement

On October 3, 2022, the Company entered into a

Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”), with Jupiter Merger Sub

I Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Jupiter Merger Sub II LLC,

a Delaware limited liability company and a wholly owned subsidiary of the Company (“Second Merger Sub”), Complete Solaria,

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

a Delaware corporation (“Solaria”).

The 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”):

● at 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 the Company,

(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 the Company, 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 the Company (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary

of the Company (the “Additional Merger,” and together with the First Merger and the Second Merger, the “Mergers”);

● at 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 the Company (“Freedom Common Stock”) or comparable equity awards that are settled or are exercisable

for shares of Freedom Common Stock;

● at the Closing, the Company will be renamed “Complete Solaria, Inc.”

On October 2, 2022 and October 3, 2022, respectively, a special committee (the “Freedom Special

Committee”) of the Board of Directors of the Company (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 the Company approve

the Business Combination Agreement and the Business Combination.

First Amendment to the Business Combination Agreement

On December 26, 2022, the Company, Complete Solaria,

First Merger Sub and Second Merger Sub entered into a letter agreement (the “First Amendment”) amending the Business Combination

Agreement, dated as of October 3, 2022, by and among the Company, Complete Solaria, First Merger Sub and Second Merger Sub.

The Amendment deletes the following provisions in the Business Combination Agreement:

● The condition to the obligation of Complete Solaria to consummate the Business Combination that there be, as of the closing of the

Business Combination (the “Closing”), at least $ 100,000,000 in Available Acquiror Cash (as such term is defined in the Business

Combination Agreement);

● The obligation of each of the Company and Complete Solaria to use reasonable best efforts to cause the Available Acquiror Cash to

equal or exceed $ 100,000,000 as of immediately prior to the Closing;

● The right of Complete Solaria to terminate the Business Combination Agreement if:

o Complete Solaria has not consummated the issuances of convertible note investments in Complete Solaria for an aggregate purchase price

of at least $ 10,000,000 on or before January 16, 2023;

o at a meeting of shareholders of the Company to extend the deadline by which the Company is required to consummate the Business Combination

under its organizational documents, a number of shareholders of the Company elect to redeem their ordinary shares such that the amount

remaining in the Company’s trust account after processing such redemptions, when taken together with the amounts included in prongs

(ii), (iii), (iv) and (v) of the definition of Available Acquiror Cash (as described above) is less than $ 100 million;

● The obligation of the Company and Complete Solaria to make termination payments in certain circumstances.

Second Amendment to the Business Combination Agreement

On January 17, 2023, the Company, Complete Solaria,

First Merger Sub and Second Merger Sub entered into that certain Second Amendment to Business Combination Agreement (the “Second

Amendment”) amending the Business Combination Agreement, dated as of October 3, 2022, by and among the Company, Complete Solaria,

First Merger Sub and Second Merger Sub, as amended by the First Amendment.

The Second Amendment provides that, if the Company

and Complete Solaria determine in good faith by January 1, 2023 that it is probable that the Business Combination will be consummated

after March 1, 2023, the Company will be required to prepare (with the reasonable cooperation of Complete Solaria) and file with the SEC

a proxy statement pursuant to which it will seek the approval of its shareholders for proposals to amend the Company’s organizational

documents to extend the time period for the Company to consummate its initial business combination for (x) up to an additional six (6)

months, from March 2, 2023 to September 2, 2023 (the original Business Combination Agreement provided for an extension from March 1, 2023

to September 2, 2023) or (y) such other period of time as the Company and Complete Solaria may mutually agree (the original Business Combination

Agreement contemplated no such prong (y)).

In addition, the Second Amendment amends the Business Combination Agreement by changing the

latest permitted Agreement End Date (as defined in the Business Combination Agreement) from September 1, 2023 to September 2, 2023.

Note 8 — Shareholders’ Deficit

Preference shares — The

Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

At December 31, 2022

and 2021, there were no preference shares issued or outstanding.

Class A Ordinary shares —

The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

31, 2022 and 2021, there were 34,500,000 Class A ordinary shares outstanding, all of which is subject to possible redemption.

Class B Ordinary shares —

The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

31, 2022 and 2021, there were 8,625,000 Class B ordinary shares issued and outstanding, respectively.

On 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

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.

All share and per-share amounts have been retroactively restated

to reflect the share dividend.

Holders of the Class A ordinary shares and

holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s

shareholders, except as required by law;

provided that only holders of Class B ordinary shares will have the right to appoint and remove

directors in any general meeting held prior to or in connection with the completion of an initial Business Combination.

Unless specified

in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies

Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required

to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically

convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination

on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the

like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities

are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion

of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion

(after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary

shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,

by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary

shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller

in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of

Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Note 9 — Warrants

The Public Warrants will become exercisable at

$ 11.50 per share on the later of one year from the closing of the IPO and 30 days after the completion of the initial Business

provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A

ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits

holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are

registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of the initial Business Combination, it will use commercially reasonable

efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable

upon exercise of the warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain

the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the

warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares

issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant

holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to

maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)

of the Securities Act or another exemption.

Notwithstanding the above, if the Company’s Class A ordinary shares are at the time

of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects,

it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will

use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is

not available.

In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A

ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary

shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price

of the warrants by (y) the fair market value and (B) 0.361.

The “fair market value” as used in this paragraph shall mean

the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date

on which the notice of exercise is received by the warrant agent.

The exercise price and number of shares issuable

upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization,

reorganization, merger or consolidation.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked

securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective

issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good

faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsors or their affiliates,

without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior

to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than

60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the

completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s

Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates

its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the

warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and

the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or

exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly

Issued Price, respectively.

Redemption of Warrants When the Price per Class A

Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company

may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant

● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period

ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”)

equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and

Redemption of Warrants When the Price per Class A

Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise

their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based

on the redemption date and the “fair market value” of the Class A ordinary shares;

● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,

reorganizations, recapitalizations and the like);

● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the

outstanding public warrants, as described above.

Note 10 — Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers

are unobservable.

The following table presents information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Quoted Prices In

Investments held in trust account- U.S.

Treasury Securities

Total Investments held in Trust Account

$ 349,927,313

Warrant liabilities – Public warrants

Warrant liabilities – Private warrants

Convertible Note – April 1, 2022

Convertible Note – June 6, 2022

Convertible Note – December 14, 2022

Total Warrant liabilities

For the year ended December 31, 2022, as a result

of the recent decline in trading volume within the period, the public warrants were transferred to and are currently classified as Level

2 securities.

Quoted Prices In

Investments held in trust account- U.S.

Money Market Fund

Investments held in trust account- U.S.

Treasury Securities

Total Investments held in Trust Account

$ 345,105,681

Warrant liabilities – Public warrants

Warrant liabilities – Private warrants

Total Warrant liabilities

The Company utilized a Monte Carlo simulation

model for the initial valuation of the Public Warrants.

The subsequent measurement of the Public Warrants as of December 31, 2022 and

2021, is classified as Level 1 due to the use of an observable market quote in an active market.

The Company utilizes a binomial lattice

simulation model to value the private placement warrants and the convertible promissory notes at each reporting period, with changes

in fair value recognized in the consolidated statements of operations.

The estimated fair value of the warrant liability is

determined using Level 3 inputs.

Inherent in a binomial options pricing model are assumptions related to expected share-price

volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its ordinary shares

based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the

historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not

subject to qualified hedge accounting.

Transfers to/from Levels 1, 2, and 3 are

recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

The value of the

securities transferred from a Level 2 measurement to a Level 1 measurement during the year ended December 31, 2022 was

$ 348,810,523 .

There was a transfer of $ 1,725,000 from Level 1 to Level 2 in the fair value hierarchy for Public Warrants during the

year ended December 31, 2022.

The following table provides quantitative information

regarding Level 3 fair value measurements:

Term (in years)

Risk-free rate

Dividend yield

The following table presents the changes in the

fair value of warrant liabilities:

Fair value as of January 1, 2022

Change in valuation inputs or other assumptions

( 3,191,250 )

( 2,318,667 )

( 5,509,917 )

Fair value as of December 31, 2022

Fair value as of January 1, 2021

Initial measurement on March 2, 2021

Change in valuation inputs or other assumptions

( 5,433,750 )

( 3,948,000 )

( 9,381,750 )

Fair value as of December 31, 2021

The Company recognized gains in connection with

changes in the fair value of warrant liabilities of $ 5,509,917 within change in fair value of warrant liabilities in the consolidated statement of operations for the year ended December 31, 2022.

The Company recognized gains in connection with changes in the fair value of warrant

liabilities of $ 9,381,750 within change in fair value of warrant liabilities in the consolidated statement of operations for the year ended December

The following table presents a summary of the

changes in the fair value of Level 3 warrant liabilities:

Private Placement

Fair value as of January 1, 2022

Change in fair value

( 2,318,667 )

Fair value as of December 31, 2022

Fair value as of January 1, 2021

Initial measurement on March 2, 2021

Transfer to Level 1

( 10,350,000 )

Change in fair value

( 3,948,000 )

Fair value as of December 31, 2021

Note 11 — Subsequent Events

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this

review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in

the consolidated financial statements.

Second Amendment to the Business Combination Agreement

On January 17, 2023, the Company, Complete Solaria,

First Merger Sub and Second Merger Sub entered into the Second Amendment amending the Business Combination Agreement, dated as of October

3, 2022, by and among the Company, Complete Solaria, First Merger Sub and Second Merger Sub, as amended by the First Amendment.

The Second Amendment provides that, if the Company

and Complete Solaria determine in good faith by January 1, 2023 that it is probable that the Business Combination will be consummated

after March 1, 2023, the Company will be required to prepare (with the reasonable cooperation of Complete Solaria) and file with the SEC

a proxy statement pursuant to which it will seek the approval of its shareholders for proposals to amend the Company’s organizational

documents to extend the time period for the Company to consummate its initial business combination for (x) up to an additional six (6)

months, from March 2, 2023 to September 2, 2023 (the original Business Combination Agreement provided for an extension from March 1, 2023

to September 2, 2023) or (y) such other period of time as the Company and Complete Solaria may mutually agree (the original Business Combination

Agreement contemplated no such prong (y)).

In addition, the Second Amendment amends the Business Combination Agreement by changing the

latest permitted Agreement End Date (as defined in the Business Combination Agreement) from September 1, 2023 to September 2, 2023.

Amendment to Amended and Restated Memorandum and Articles of Association

On 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.

At 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 “Combination Period”).

The voting results for

such proposal were as follows:

For Against Abstain

35,047,305 326,543 0

In 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.

At 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 Combination 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:

For Against Abstain

35,047,305 326,543 0

Promissory Note

On February 28, 2023, the Company issued an unsecured

promissory note in the amount of up to $ 2,100,000 to the Sponsor.

The proceeds of such promissory note, $ 1,600,000 of which was drawn

down immediately, $ 400,000 of which may be drawn down, with the mutual consent of the Company and the Sponsor, if the

Company wishes to extend the date by which it will consummate a business combination beyond June 2, 2023, and $ 100,000 of which may be

drawn down on an as-needed basis at the discretion of our sponsor, will be used for general working capital purposes.

Such promissory

note bears no interest and is payable in full upon the consummation of our business combination.

A failure to pay the principal within

five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an

event of default, in which case the promissory note may be accelerated.

The promissory note shall be forgiven by the Sponsor if the Company

is unable to consummate a business combination within the time frame specified in our amended and restated memorandum and articles of

association (as amended from time to time), except to the extent of any funds held outside of the trust account established in connection

with our initial public offering.

The issuance of the promissory note was made pursuant to the exemption from registration contained in

Section 4(a)(2) of the Securities Act of 1933, as amended.

and Complete Solaria, Inc.

New Money Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

Freedom Acquisition I Corp.

and Complete Solaria, Inc.

Form of Subscription Agreement

Promissory Note dated July 10, 2023, issued by Freedom Acquisition I Corp.

to Freedom Acquisition I LLC

Consent to Business Combination Agreement, dated July 9, 2023.

Complete Solaria, Inc.

2023 Incentive Equity Plan

Forms of Option Grant Notice and Option agreement and Global RSU Grant Notice and Agreement

Complete Solaria, Inc.

2023 Employee Stock Purchase Plan

Form of Employment Agreement between Complete Solaria, Inc.

and Executive Officers

Letter from Marcum LLP

July 24, 2023

Consent of Deloitte & Touche, LLP, independent registered public accounting firm

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Document Set for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed Financial Statements and Supplemental Details

Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101

# Indicates a management contract or compensatory plan, contract or

FORM 10-K SUMMARY

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

SOLARIA, INC.

CHRIS LUNDELL

Chris Lundell

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Chris Lundell and Brian Wuebbels his true and lawful

attorney-in-fact and agent, with full power of substitution and, for him and in his name, place and stead, in any and all capacities to

sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and

perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes

as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes,

may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chris Lundell

Executive Officer and Director

Executive Officer)

Brian Wuebbels

Financial Officer

Financial and Accounting Officer)

Tidjane Thiam

Devin Whatley

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures