SunPower Inc. 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40117 COMPLETE SOLARIA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 93-2279786 (State or Other Jurisdiction of Incorporation or Organization)  (I.R.S. Employer Identification Number) 45700 Northport Loop East , Fremont , CA 94538 (Address of Principal Executive Offices) (Zip Code) (510) 270-2507 ‎(Registrant’s telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common stock, par value $0.0001 per share CSLR Nasdaq Redeemable warrants, each whole warrant exercisable for one common stock CSLRW Nasdaq Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ‎Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), ‎and (2) has been subject to such filing requirements for the past 90 days‎ Yes ☒ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted ‎pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ‎Registrant was required to submit such files).‎ Yes ☒ No ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller ‎reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller ‎reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.‎ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ‎complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.‎ ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of ‎the Act).‎‎ Yes ☐ No ☒ As of November 15, 2024, 73,767,268 shares of common stock, par value $0.0001 per share, were issued and outstanding. COMPLETE SOLARIA, INC. AND SUBSIDIARIES TABLE OF CONTENTS PAGES Special Note Regarding Forward-Looking Statements ii Summary Risk Factors iii PART I. FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Unaudited Condensed Consolidated Balance Sheets 1 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss 2 Unaudited Condensed Consolidated Statements Stockholders’ Deficit 3 Unaudited Condensed Consolidated Statements of Cash Flows 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Item 3. Quantitative and Qualitative Disclosures about Market Risk 55 Item 4. Controls and Procedures 55 PART II. OTHER INFORMATION 57 Item 1. Legal Proceedings 57 Item 1A. Risk Factors 57 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 85 Item 3. Defaults Upon Senior Securities 85 Item 4. Mine Safety Disclosures 85 Item 5. Other Information 85 Item 6. Exhibits 85 Signatures 87 i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. ● our ability to recognize the anticipated benefits of the Business Combination (as defined below), which may be affected by, among other things, competition and our ability to grow and manage growth profitably following the closing of the Business Combination; ● our financial and business performance following the Business Combination, including financial projections and business metrics; ● changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; ● our ability to meet the expectations of new and current customers, and our ability to achieve market acceptance for our products; ● our expectations and forecasts with respect to market opportunity and market growth; ● our ability to leverage our acquisition under the asset purchase agreement with SunPower Corporation and other acquisitions, including our ability to integrate acquired businesses, to fund and meet the liquidity needs of the acquired businesses, to retain key employees of the acquired businesses, to take advantage of growth opportunities and to realize the expected benefits of such acquisitions; ● the ability of our products and services to meet customers’ compliance and regulatory needs; ● our ability to attract and retain qualified employees and management; ● our ability to develop and maintain its brand and reputation; ● developments and projections relating to our competitors and industry; ● changes in general economic and financial conditions, inflationary pressures and the resulting impact demand, and our ability to plan for and respond to the impact of those changes; ● our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; ● our future capital requirements and sources and uses of cash; ● our ability to obtain funding for our operations and future growth, including in connection with the integration of our acquisitions; and ● our business, expansion plans and opportunities. Actual events or results may differ from those expressed in forward-looking statements. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments. ii SUMMARY RISK FACTORS ● Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern. ● Our business depends in part on the availability of rebates, tax credits and other financial incentives. The expiration, elimination or reduction of these rebates, credits or incentives or the ability to monetize them could adversely impact the business. ● Existing regulations and policies and changes to these regulations and policies may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products and services. ● Risks associated with a highly complex global supply chain, including from disruptions, delays, trade tensions, or shortages. ● We rely on net metering and related policies to offer competitive pricing to customers in many of our current markets and changes to net metering policies may significantly reduce demand for electricity from residential solar energy systems. ● We utilize a limited number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar service offerings. Any shortage, delay or component price change from these suppliers or delays and price increases associated with the product transport logistics could result in sales and installation delays, cancellations, and loss of market share. ● We provide warranties for solar system installations, solar panels, and other system components that may negatively impact overall profitability. ● We utilize third-party sales and installation partners whose performance could result in sales and installation delays, cancellations, and loss of market share. ● Risks associated with solar system installation and connection delays, including the potential for recoupment or clawback of payments by financing partners. ● Due to the general economic environment and any market pressure that would drive down the average selling prices of solar power products, among other factors, we may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund operations and make adequate capital investments as planned. ● Our business substantially focuses on solar service agreements and transactions with residential customers. ● We have incurred losses and may be unable to achieve or sustain profitability in the future. ● Our business is concentrated in certain markets, including California, putting us at risk of region-specific disruptions. ● We depend on a limited number of customers and sales contracts for a significant portion of revenues, and the loss of any customer or cancellation of any contract may cause significant fluctuations or declines in revenues. ● We may not realize the anticipated benefits of past or future acquisitions, including the transactions under the SunPower Asset Purchase Agreement, and integration of these acquisitions may disrupt our business. ● We have identified material weaknesses in our internal controls over financial reporting. If we cannot maintain effective internal controls over financial reporting and disclosure controls and procedures, the accuracy and timeliness of our financial and operating reporting may be adversely affected, and confidence in our operations and disclosures may be lost. ● Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt. ● The conversion features of the Convertible Senior Notes may adversely affect our financial condition and operating results. ● Conversion of the Convertible Senior Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock. iii PART I. FINANCIAL INFORMATION Item 1. Financial Statements COMPLETE SOLARIA, INC. Unaudited Condensed Consolidated Balance Sheets ( in thousands except share and per share amounts ) As of September 29, December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 79,502 $ 2,593 Accounts receivable, net 8,482 26,281 Inventories 607 3,058 Forward purchase agreement assets with related parties 907 — Forward purchase agreement 169 — Prepaid expenses and other current assets 12,816 5,817 Total current assets 102,483 37,749 Restricted cash 3,841 3,823 Property and equipment, net 590 4,317 Operating lease right-of-use assets 868 1,235 Other noncurrent assets 154 198 Total assets $ 107,936 $ 47,322 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 4,627 $ 13,122 Accrued expenses and other current liabilities 29,825 27,870 Notes payable, net 2,696 27,107 Notes payable to related parties 1,574 1,550 Deferred revenue, current 1,092 2,423 Short-term debt with CS Solis — 33,280 SAFE Agreement with related party 1,900 — Forward purchase agreement liabilities with related parties — 3,232 Forward purchase agreement liabilities — 599 Total current liabilities 41,714 109,183 Warranty provision, noncurrent 3,322 3,416 Warrant liability 6,597 9,817 Deferred revenue, noncurrent 952 1,055 Notes payable and derivative liabilities, net of current portion 154,215 — Notes payable to related parties 43,458 — Operating lease liabilities, net of current portion 382 664 Total liabilities 250,640 124,135 Commitments and contingencies (Note 17) Stockholders’ (deficit) equity: Common stock, $ 0.0001 par value; Authorized 1,000,000,000 and 1,000,000,000 shares as of September 29, 2024 and December 31, 2023, respectively; issued and outstanding 72,977,921 , and 49,065,361 shares as of September 29, 2024 and December 31, 2023, respectively 14 7 Additional paid-in capital 315,485 277, 965 Accumulated other comprehensive loss 165 143 Accumulated deficit ( 458,368 ) ( 354,928 ) Total stockholders’ deficit ( 142,704 ) ( 76,813 ) Total liabilities and stockholders’ equity $ 107,936 $ 47,322 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 COMPLETE SOLARIA, INC. Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss ( in thousands except share and per share amounts ) Thirteen Weeks Ended Thirty-Nine Weeks Ended September 29, October 1, September 29, October 1, 2024 2023 2024 2023 Revenues $ 5,536 $ 24,590 $ 20,068 $ 66,887 Cost of revenues 8,693 18,354 21,834 51,788 Gross (loss) profit ( 3,157 ) 6,236 ( 1,766 ) 15,099 Operating expenses: Sales commissions 7,270 8,755 11,691 23,221 Sales and marketing 1,093 2,214 3,762 5,216 General and administrative 18,450 6,345 29,789 22,965 Total operating expenses 26,813 17,314 45,242 51,402 Loss from continuing operations ( 29,970 ) ( 11,078 ) ( 47,008 ) ( 36,303 ) Interest expense (1) ( 2,338 ) ( 1,902 ) ( 8,230 ) ( 8,870 ) Interest income 86 9 102 26 Other expense, net (2) ( 65,684 ) ( 38,003 ) ( 66,234 ) ( 28,302 ) Gain on extinguishment of debt 19,948 — 19,948 — Total other (expense) ( 47,988 ) ( 39,896 ) ( 54,414 ) ( 37,146 ) Loss from continuing operations before income taxes ( 77,958 ) ( 50,974 ) ( 101,422 ) ( 73,449 ) Income tax (provision) benefit — 1 ( 11 ) 1 Net loss from continuing operations ( 77,958 ) ( 50,973 ) ( 101,433 ) ( 73,448 ) Discontinued operations (Note 7): Loss from discontinued operations, net of tax — ( 8,404 ) ( 2,007 ) ( 20,953 ) Impairment loss from discontinued operations — ( 147,505 ) — ( 147,505 ) Net loss from discontinued operations, net of taxes — ( 155,909 ) ( 2,007 ) ( 168,458 ) Net loss ( 77,958 ) ( 206,882 ) ( 103,440 ) ( 241,906 ) Other comprehensive income: Foreign currency translation adjustment — 10 22 24 Comprehensive loss (net of tax) $ ( 77,958 ) $ ( 206,872 ) $ ( 103,418 ) $ ( 241,882 ) Net loss from continuing operations per share attributable to common stockholders, basic and diluted $ ( 1.03 ) $ ( 1.28 ) $ ( 1.64 ) $ ( 4.33 ) Net loss from discontinued operations per share attributable to common stockholders, basic and diluted $ — $ ( 3.92 ) $ ( 0.03 ) $ ( 9.92 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 1.03 ) $ ( 5.20 ) $ ( 1.67 ) $ ( 14.25 ) Weighted-average shares used to compute net loss per share, basic and diluted 75,348,627 39,821,078 61,868,747 16,969,979 (1) Includes interest expense to related parties of $1.0 million and $1.3 million during the thirteen and thirty-nine weeks ended September 29, 2024, respectively. Includes interest expense to related parties of less than $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively. (2) Other expense, net includes $12.0 million and $15.6 million of other expense attributed to related parties for the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively. Other expense, net includes other expense, net attributed to related parties of $36.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 COMPLETE SOLARIA, INC. Unaudited Condensed Consolidated Statements of Stockholders’ Deficit ( in thousands except number of shares ) For the Thirteen-Weeks Ended September 29, 2024 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Total Stockholders’ (Deficit) Shares Amount Shares Amount Capital Deficit Income Equity Balance as of June 30, 2024 — $ — 63,044,287 $ 13 $ 288,259 $ ( 380,410 ) $ 165 $ ( 91,973 ) Exercise of common stock options — — 282,966 — 432 — — 432 Vesting of restricted stock units — — 88,215 — — — — — Stock-based compensation — — — — 1,516 — — 1,516 Issuance of common stock warrants — — — — 1,400 — — 1,400 Issuance of common stock warrants for services — — — — 7,759 — — 7,759 Exercise of common stock warrants — — 5,343,616 1 — — — 1 Issuance of common stock for exchange of debt — — 1,500,000 — 2,670 — — 2,670 Issuance of common stock — — 2,718,837 — 6,143 — — 6,143 Modification of Warrant Agreement — — — — 7,306 — — 7,306 Net loss — — — — — ( 77,958 ) — ( 77,958 ) Balance as of September 29, 2024 — $ — 72 ,977,921 $ 14 $ 315,485 $ ( 458,368 ) $ 165 $ ( 142,704 ) For the Thirteen Weeks Ended October 1, 2023 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Total Stockholders’ (Deficit) Shares Amount Shares Amount Capital Deficit Income Equity Balance as of July 2, 2023, as previously reported 34,311,133 $ 155,630 7,089,948 $ — $ 37,096 $ ( 120,397 ) $ 41 $ ( 83,260 ) Retroactive application of recapitalization (3) ( 34,311,133 ) ( 155,630 ) 12,909,773 3 155,627 — — 155,630 Balance as of July 2, 2023, as adjusted — — 19,999,721 3 192,723 ( 120,397 ) 41 72,370 Conversion of 2022 Convertible Notes into common stock — — 5,460,075 2 40,950 — — 40,952 Issuance of common stock upon the reverse capitalization, net of offering costs — — 13,458,293 2 5,218 — — 5,220 Reclassification of prepaid PIPE (1) — — 350,000 — 3,500 — — 3,500 Reclassification of warrant liabilities to equity — — — — 4,697 — — 4,697 Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Sock — — — ( 1 ) 2 — — 1 Issuance of common stock in connection with forward purchase agreements (2) — — 5,558,488 1 35,489 — — 35,490 Issuance of common stock bonus shares in connection with Mergers (3) — — 463,976 — 2,394 — — 2,394 Residual Mergers proceeds — — — — 161 — — 161 Modification of Carlyle warrant — — — — ( 10,862 ) — — ( 10,862 ) Stock-based compensation — — — 2,114 — — 2,114 Vesting of restricted stock units — — 21,690 — 52 — — 52 Foreign currency translation adjustment — — — — — — 10 10 Net loss — — — — — ( 206,882 ) — ( 206,882 ) Balance as of October 1, 2023, as adjusted — $ — 45,312,243 $ 7 $ 276,438 $ ( 327,279 ) $ 51 $ ( 50,783 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 COMPLETE SOLARIA, INC. Unaudited Condensed Consolidated Statements of Stockholders’ Deficit ( in thousands except number of shares ) For the Thirty-Nine Weeks Ended September 29, 2024 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Total Stockholders’ (Deficit) Shares Amount Shares Amount Capital Deficit Income Equity Balance as of December 31, 2023 — $ — 49,065,361 $ 7 $ 277,965 $ ( 354,928 ) $ 143 $ ( 76,813 ) Exercise of common stock options — — 373,003 — 492 — — 492 Vesting of restricted stock units — — 88,215 — — — — — Stock-based compensation — — — — 4,086 — — 4,086 Issuance of common stock warrants — — — — 1,400 — — 1,400 Issuance of common stock warrants for services — — — — 9,179 — — 9,179 Issuance of common stock upon conversion of SAFEs — — 13,888,889 6 6,244 — — 6,250 Exercise of common stock warrants — — 5,343,616 1 — — — 1 Issuance of common stock for exchange of debt — — 1,500,000 — 2,670 — — 2,670 Issuance of common stock — — 2,718,837 — 6,143 — — 6,143 Modification of Warrant Agreement — — — — 7,306 — — 7,306 Net loss — — — — — ( 103,440 ) — ( 103,440 ) Foreign currency translation adjustment — — — — — — 22 22 Balance as of September 29, 2024 — $ — 72,977,921 $ 14 $ 315,485 $ ( 458,368 ) $ 165 $ ( 142,704 ) For the Thirty-Nine Weeks Ended October 1, 2023 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Total Stockholders’ (Deficit) Shares Amount Shares Amount Capital Deficit Income Equity Balance as of December 31, 2022, as previously reported 34,311,133 $ 155,630 6,959,618 $ — $ 34,997 $ ( 85,373 ) $ 27 $ ( 50,349 ) Retroactive application of recapitalization (3) ( 34,311,133 ) ( 155,630 ) 12,972,811 3 155,627 — — 155,630 Balance as of December 31, 2022, as adjusted — — 19,932,429 3 190,624 ( 85,373 ) 27 105,281 Conversion of 2022 Convertible Notes into common stock — — 5,460,075 2 40,950 — — 40,952 Issuance of common stock upon the reverse capitalization, net of offering costs — — 13,458,293 2 5,218 — — 5,220 Reclassification of prepaid PIPE (1) — — 350,000 — 3,500 — — 3,500 Reclassification of warrant liabilities to equity — — — — 4,697 — — 4,697 Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Sock — — — ( 1 ) 2 — — 1 Issuance of common stock in connection with forward purchase agreements (2) — — 5,558,488 1 35,489 — — 35,490 Issuance of common stock bonus shares in connection with Mergers (3) — — 463,976 — 2,394 — — 2,394 Residual Mergers proceeds — — — — 161 — — 161 Modification of Carlyle warrant — — — — ( 10,862 ) — — ( 10,862 ) Exercise of common stock options — — 67,292 — 57 — — 57 Stock-based compensation — — — — 4,156 — — 4,156 Vesting of restricted stock units — — 21,690 — 52 — — 52 Foreign currency translation adjustment — — — — — — 24 24 Net loss — — — — — ( 241,906 ) — ( 241,906 ) Balance as of October 1, 2023, as adjusted — $ — 45,312,243 $ 7 $ 276,438 $ ( 327,279 ) $ 51 $ ( 50,783 ) (1) Reclassification of pre-funded PIPE was transacted with a related party. (2) Includes 4,508,488 shares of Complete Solaria Common Stock issued to related parties. (3) Includes 120,000 shares of Complete Solaria Common Stock issued to related parties. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 COMPLETE SOLARIA, INC. Unaudited Condensed Consolidated Statements of Cash Flows ( in thousands except number of shares ) Thirty-Nine Weeks Ended September 29, 2024 Thirty-Nine Weeks Ended October 1, 2023 Cash flows from operating activities from continuing operations Net loss $ ( 103,440 ) $ ( 241,906 ) Loss from discontinued operations, net of income taxes ( 2,007 ) ( 168,458 ) Net loss from continuing operations ( 101,433 ) ( 73,448 ) Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: Stock-based compensation expense 4,086 2,321 Non-cash interest expense 1,938 4,009 Non-cash lease expense 483 717 Depreciation and amortization 991 622 Amortization of debt issuance costs 1,361 — Other financing costs 3,812 — Loss on asset impairments 3,721 — Loss on conversion of SAFE Agreements to shares of common stock 1,250 — Non-cash expense in connection with warrants issued for vendor services 5,410 — Loss on issuance of derivative liability 24,688 — Change in fair value of derivative liability 37,875 — Provision for credit losses 3,065 4,269 (Gain) loss on debt extinguishment ( 19,948 ) 10,338 Change in reserve for excess and obsolete inventory 131 2,144 Issuance of forward purchase agreements — ( 76 ) Change in fair value of forward purchase agreement liabilities ( 4,906 ) 6,661 Change in fair value of SAFE Agreements 900 — Issuance of common stock in connection with forward purchase agreements — 35,490 Change in fair value of warrant liabilities 2,116 ( 26,314 ) Accretion of debt in CS Solis 3,872 2,493 Issuance of common stock bonus shares in connection with the Mergers — 2,394 Issuance of restricted stock units in connection with vendor services — 52 Changes in operating assets and liabilities: Accounts receivable 14,735 ( 11,823 ) Inventories 2,378 ( 3,896 ) Prepaid expenses and other current assets ( 3,185 ) ( 8,326 ) Other noncurrent assets — 1,132 Accounts payable ( 8,496 ) 4,372 Accrued expenses and other current liabilities ( 1,646 ) 1,587 Operating lease liabilities ( 875 ) ( 359 ) Warranty provision, noncurrent — 255 Deferred revenue ( 1,434 ) ( 1,766 ) Net cash used in operating activities from continuing operations ( 29,111 ) ( 47,152 ) Net cash provided by operating activities from discontinued operations — 190 Net cash used in operating activities ( 29,111 ) ( 46,962 ) Cash flows from investing activities from continuing operations Purchase of property and equipment — ( 29 ) Capitalization of internal-use software costs ( 1,044 ) ( 1,505 ) Net cash used in investing activities from continuing operations ( 1,044 ) ( 1,534 ) Cash flows from financing activities from continuing operations Proceeds from issuance of notes payable, net — 14,102 Principal repayment of notes payable ( 300 ) ( 9,653 ) Proceeds from issuance of convertible notes 68,725 17,750 Proceeds from issuance of convertible notes, due to related parties 26,000 3,500 Proceeds from issuance of common stock 6,143 — Proceeds from exercise of common stock options 492 57 Proceeds from Mergers and PIPE Financing — 4,219 Proceeds from Mergers and PIPE Financing from related parties — 15,600 Proceeds from issuance of SAFE agreements 6,000 — Net cash provided by financing activities from continuing operations 107,060 45,575 Effect of exchange rate changes 22 24 Net increase (decrease) in cash, cash equivalents and restricted cash 76,927 ( 2,897 ) Cash, cash equivalents, and restricted cash at beginning of period 6,416 8,316 Cash, cash equivalents, and restricted cash at end of period $ 83,343 $ 5,419 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ — $ 1,602 Cash paid for income taxes 10 — Supplemental disclosure of noncash financing and investing activities: Cancellation of existing indebtedness in Exchange Agreement $ 65,872 $ — Issuance of convertible notes in Exchange Agreement 31,452 — Issuance of common stock in Exchange Agreement 2,220 — Conversion of SAFE Agreements to shares of common stock 5,000 — Carlyle warrant modification 660 ( 10,862 ) Operating right-of-use assets obtained by lease obligations 116 — Reclassification of liability-classified warrants to equity-classified warrants — 30,625 Issuance of common stock warrants 1,400 202 Conversion of 2022 Convertible notes into common stock — 21,561 Conversion of 2022 Convertible Notes issued to related parties into common stock — 19,390 Conversion of preferred stock into common stock — 155,630 Issuance of common stock in connection with forward purchase agreements — 35,490 Issuance of common stock bonus shares in connection with the Mergers — 2,394 Recapitalization of Legacy Complete Solaria Common stock into Complete Solaria Common Stock — 1 Reclassification of investor deposit to PIPE funds — 3,500 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Notes to Unaudited Condensed Consolidated Financial Statements (1) Organization (a) Description of Business Complete Solaria, Inc. (the “Company” or “Complete Solaria”) is a residential solar installer headquartered in Fremont, California, which was formed through Complete Solar Holding Corporation’s acquisition of The Solaria Corporation (“Solaria”). Complete Solar, Inc. (“Complete Solar”) was incorporated in Delaware on February 22, 2010 . Through February 2022, the Company operated as a single legal entity as Complete Solar, Inc. In February 2022, the Company implemented a holding company reorganization (the “Reorganization”) in which the Company created and incorporated Complete Solar Holding Corporation (“Complete Solar Holdings”). As a result of the Reorganization, Complete Solar Holdings became the successor entity to Complete Solar, Inc. The capitalization structure was not changed because of the Reorganization as all shares of Complete Solar, Inc. common stock and preferred stock were exchanged on a one for one basis with shares of Complete Solar Holdings common stock and preferred stock. The Reorganization was accounted for as a change in reporting entity for entities under common control. The historical assets and liabilities of Complete Solar, Inc. were transferred to Complete Solar Holdings at their carrying value, and there were no changes to net loss, other comprehensive loss, or any related per share amounts reported in the unaudited condensed consolidated financial statements requiring retrospective application. In October 2022, the Company entered into a business combination agreement, as amended on December 26, 2022 and January 17, 2023 (“Original Business Combination Agreement”) and as amended on May 26, 2023 (“Amended and Restated Business Combination Agreement”), with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly-owned subsidiary of Freedom Acquisition I Corp. (“FACT”) (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT (“Second Merger Sub”), Complete Solar Holding Corporation, a Delaware corporation, and Solaria, a Delaware corporation. The transactions contemplated by the Amended and Restated Business Combination Agreement were consummated on July 18, 2023 (“Closing Date”). Following the consummation of the Merger on the Closing Date, FACT changed its name to “Complete Solaria, Inc.” As part of the transactions contemplated by the Amended and Restated Business Combination Agreement, FACT effected a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the Delaware’s General Corporation Law (the “DGCL” or “Domestication”). On the Closing Date, following the Domestication, First Merger Sub merged with and into Complete Solaria, with Complete Solaria surviving such merger as a wholly-owned subsidiary of FACT (the “First Merger”), and immediately following the First Merger, Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of FACT (the “Second Merger”), and Second Merger Sub changed its name to CS, LLC, and immediately following the Second Merger, Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of FACT and changed its name to The Solaria Corporation LLC (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the “Additional Merger”, and together with the First Merger and the Second Merger, the “Mergers”). In connection with the closing of the Mergers: ● Each share of the Company’s capital stock, inclusive of shares converted from the 2022 Convertible Notes, issued and outstanding immediately prior to the Closing (“Legacy Complete Solaria Capital Stock”) were cancelled and exchanged into an aggregate of 25,494,332 shares of Complete Solaria Common Stock. ● In July 2023, (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Meteora”); (ii) Polar Multi-Strategy Master Fund (“Polar”), and (iii) Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP (collectively, “Sandia”) (together, the “FPA Funding PIPE Investors”) entered into separate subscription agreements (the “FPA Funding Amount PIPE Subscription Agreements”) pursuant to which, the FPA Funding PIPE Investors subscribed for on the Closing Date, an aggregate of 6,300,000 shares of FACT Class A Ordinary Shares, less, in the case of Meteora, 1,161,512 FACT Class A Ordinary Shares purchased by Meteora separately from third parties through a broker in the open market (“Recycled Shares”) in connection with Forward Purchase Agreements (“FPAs”). Subsequent to the Closing Date, Complete Solaria entered into an additional FPA Funding PIPE Subscription Agreement with Meteora, to subscribe for and purchase, and Complete Solaria agreed to issue and sell, an aggregate of 420,000 shares of Complete Solaria Common Stock. The Company issued shares of Complete Solaria Common Stock underlying the FPAs as of the latter of the closing of the Mergers or execution of the FPAs. 6 ● All certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 1,570,000 shares of Complete Solaria Common Stock (the “PIPE Shares”) for a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 15.7 million (the “PIPE Financing”), including $ 3.5 million that was funded prior to the Closing Date, pursuant to subscription agreements (the “Subscription Agreements”). At the time of the PIPE Financing, Complete Solaria issued an additional 60,000 shares to certain investors as an incentive to participate in the PIPE Financing. ● On or around the Closing Date, pursuant to the New Money PIPE Subscription Agreements, certain investors affiliated with the New Money PIPE Subscription Agreements (“New Money PIPE Investors”) agreed to subscribe for and purchase, and Complete Solaria agreed to issue and sell to the New Money PIPE Investors an aggregate of 120,000 shares of Complete Solaria Common Stock for a purchase price of $ 5.00 per share, for aggregate gross proceeds of $ 0.6 million. Pursuant to its New Money PIPE Subscription Agreement, Complete Solaria issued an additional 60,000 shares of Complete Solaria Common Stock in consideration of certain services provided by it in the structuring of its FPA and the transactions described therein. ● Subsequent to the Closing, Complete Solaria issued an additional 193,976 shares of Complete Solaria Common Stock to the sponsors for reimbursing sponsors’ transfer to certain counterparties and issued an additional 150,000 shares of Complete Solaria Common Stock to an FPA investor for services provided in connection with the Mergers. ● In March 2023, holders of 23,256,504 of the originally issued 34,500,000 FACT Class A Ordinary shares exercised their rights to redeem those shares for cash, and immediately prior to the Closing there were 11,243,496 FACT Class A Ordinary Shares that remained outstanding. At the Closing, holders of 7,784,739 shares of Class A common stock of FACT exercised their rights to redeem those shares for cash, for an aggregate of approximately $ 82.2 million which was paid to such holders at Closing. The remaining FACT Class A Ordinary Share converted, on a one-for-one basis, into one share of Complete Solaria Common Stock. ● Each issued and outstanding FACT Class B Ordinary Share converted, on a one-for-one basis, into one share of Complete Solaria Common Stock. In November 2022, Complete Solar Holdings acquired Solaria and changed its name to Complete Solaria, Inc. On August 18, 2023, the Company entered into a Non-Binding Letter of Intent to sell certain of Complete Solaria’s North American solar panel assets to Maxeon, Inc. (“Maxeon”). In October 2023, the Company completed the sale of its solar panel business to Maxeon. Refer to Note 1(b) – Divestiture and Note 7 – Divestiture. (b) Divestiture In October 2023, the Company completed the sale of its solar panel business to Maxeon, pursuant to the terms of the Asset Purchase Agreement (the “Disposal Agreement”). Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria, for an aggregate purchase price of approximately $ 11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares. The Company sold all its Maxeon shares in 2023 resulting in a loss of $ 4.2 million which was recorded within continuing operations in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2023. 7 This divestiture represented a strategic shift in Complete Solaria’s business and qualified as held for sale and as a discontinued operation. Based on the held for sale classification of the assets, the Company reduced the carrying value of the disposal group to its fair value, less its cost to sell and recorded an impairment loss associated with the held for sale intangible assets and goodwill. As a result, the Company classified the results of its solar panel business in discontinued operations in its unaudited condensed consolidated statements of operations and comprehensive loss for all periods presented. The cash flows related to discontinued operations were segregated from continuing operations within the unaudited condensed consolidated statements of cash flows for all periods presented. Unless otherwise noted, discussion within the notes to the unaudited condensed consolidated financial statements relates to continuing operations only and excludes the historical activities of the North American panel business. See Note 7 – Divestiture for additional information. (c) Liquidity and Going Concern Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company incurred net losses from continuing operations of $ 78.0 million and $ 51.0 million during the thirteen-weeks ended September 29, 2024 and October 1, 2023, respectively, net losses from continuing operations of $ 101.4 million and $ 73.4 million during the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively, and had an accumulated deficit of $ 458.4 million and debt and derivative liabilities of $ 201.9 million as of September 29, 2024. The Company had cash and cash equivalents of $ 79.5 million, excluding restricted cash of $ 3.8 million, as of September 29, 2024. The cash on hand was obtained as a result of additional funding as disclosed in Note 13 – Borrowings and Derivative Liabilities. Subsequent to September 29, 2024, the Company used $ 45.0 million to complete the acquisition described in Note 20 – Subsequent Events. The Company believes that its operating losses and negative operating cash flows will continue into the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management obtained additional funding and restructured its debt in the period ended September 29, 2024, as summarized in Note 13 – Borrowings and Derivative Liabilities. Historically, the Company’s activities have been financed through private placements of equity securities, debt and proceeds from the Merger. If the Company is not able to secure adequate additional funding when needed, the Company will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact the Company’s business, results of operations and future prospects. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms that are favorable, or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives. Therefore, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements have been issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. (d) Notices of Delisting from NASDAQ On April 16, 2024, the Company received written notice (“NASDAQ Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $ 1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. 8 The NASDAQ Notice did not impact the listing of the Company’s common stock on The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $ 1.00 per share for a minimum of ten consecutive business days before October 14, 2024. The Company subsequently satisfied this requirement, and on June 3, 2024, the Company received written notice from the Nasdaq notifying the Company that it had regained compliance with the minimum bid price requirement. Also on April 16, 2024, the Company received a letter (“NASDAQ Letter”) from the staff at Nasdaq notifying the Company that, for the 30 consecutive trading days prior to the date of the NASDAQ Letter, the Company’s common stock had traded at a value below the minimum $ 50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on The Nasdaq Global Market. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 14, 2024, to regain compliance. The NASDAQ Letter notes that to regain compliance, the Company’s common stock must trade at or above a level such that the Company’s MVLS closes at or above $ 50,000,000 for a minimum of ten consecutive business days during the compliance period, which ended October 14, 2024. The NASDAQ Letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). The Company believes it has satisfied the requirements of the NASDAQ Letter prior to the deadline. The Nasdaq staff has not provided written notice that the Company has regained compliance with this requirement. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the Unites States of America (“GAAP” or “U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation within the Company’s consolidated balance sheet, Note 3 – Fair Value Measurements, and Note 9 – Accrued Expenses and Other Current Liabilities. These reclassifications had no effect on the reported consolidated net loss. The Company’s fiscal quarters consist of thirteen-week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. (b) Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, as well as related disclosure of contingent assets and liabilities. Significant estimates and assumptions made by management include, but are not limited to, the determination of: ● The allocation of the transaction price to identified performance obligations; ● Fair value of warrant liabilities; 9 ● The fair value of the forward purchase agreements; ● The reserve methodology for inventory obsolescence; ● The reserve methodology for product warranty; ● The reserve methodology for the allowance for credit losses; ● The fair value of derivative liabilities; and ● The measurement of stock-based compensation. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. The Company has assessed the impact, and management is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained. (c) Segment Information The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated Company. All the Company’s long-lived assets are maintained in the United States of America. (d) Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits from time to time. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company’s customers consist primarily of residential homeowners. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. Many residential customers finance their transaction through third-party financing entities from whom the Company collects the receivable. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for credit losses. As of September 29, 2024, three entities had an outstanding balance that represented 27 %, 18 % and 13 % of the total accounts receivable balance. As of December 31, 2023, two entities had an outstanding balance that represented 38 % and 16 % of the total accounts receivable balance. Concentration of customers No customers represented more than 10% of gross revenues from continuing operations for the thirteen and thirty-nine weeks ended September 29, 2024 and October 1, 2023. Concentration of suppliers For the thirteen-weeks ended September 29, 2024, three suppliers represented 56 %, 23 % and 18 %, of the Company’s inventory purchases. For the thirty-nine weeks ended September 29, 2024, three suppliers represented 65 %, 20 % and 10 % of the Company’s inventory purchases. For the thirteen-weeks and thirty-nine weeks ended October 1, 2023, one supplier represented 84 % and 86 % of the Company’s inventory purchases, respectively. 10 (e) Cash and Cash Equivalents The Company considers all highly liquid securities that mature within three months or less from the original date of purchase to be cash equivalents. The Company maintains the majority of its cash balances with commercial banks in interest bearing accounts. Cash and cash equivalents include cash held in checking and savings accounts and money market accounts consisting of highly liquid securities with original maturity dates of three months or less from the original date of purchase. (f) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. The restricted cash balance was $ 3.8 million, at each of September 29, 2024 and December 31, 2023. Restricted cash consists of deposits in money market accounts, which is used as cash collateral backing letters of credit related to customs duty authorities’ requirements. The Company has presented these balances under restricted cash, as a long-term asset, in its unaudited condensed consolidated balance sheets. The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands): September 29, 2024 December 31, 2023 Cash and cash equivalents $ 79,502 $ 2,593 Restricted cash 3,841 3,823 Total cash, cash equivalents and restricted cash $ 83,343 $ 6,416 (g) Revenue Recognition Disaggregation of revenue Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended September 29, October 1, September 29, October 1, 2024 2023 2024 2023 Solar energy system installations $ 5,536 $ 23,915 $ 19,932 $ 64,511 Software enhanced services — 675 136 2,376 Total revenue $ 5,536 $ 24,590 $ 20,068 $ 66,887 All of the Company’s revenue recognized by geography based on the location of the customer for the thirteen week and thirty-nine week periods ended September 29, 2024 and October 1, 2023 was in the United States. Remaining performance obligations The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. As of September 29, 2024, the Company has deferred $ 1.0 million associated with a long-term service contract. As of December 31, 2023, the Company has deferred $ 1.2 million associated with a long-term service contract, which will be recognized evenly through 2028. Incremental costs of obtaining customer contracts Incremental costs of obtaining customer contracts consist of sales commissions, which are costs paid to third-party vendors who source residential customer contracts for the sale of solar energy systems by the Company. The Company defers sales commissions and recognizes expense in accordance with the timing of the related revenue recognition. Amortization of deferred commissions is recorded as sales commissions in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of September 29, 2024 and December 31, 2023, deferred commissions were $ 1.2 million and $ 4.2 million, respectively, which were included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. 11 Deferred revenue The Company typically invoices its customers upon completion of set milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives consideration, or when such consideration is unconditionally due from a customer prior to delivering goods or services to the customer under the terms of a customer agreement, the Company records deferred revenue. As installation projects are typically completed within 12-months, the Company’s deferred revenue is reflected in current liabilities in the accompanying unaudited condensed consolidated balance sheets. The amount of revenue recognized during the thirty-nine week period ended September 29, 2024 that was included in deferred revenue at the beginning of the period was $ 2.4 million. The amount of revenue recognized during the thirty-nine week period ended October 1, 2023 that was included in deferred revenue at the beginning of the period was $ 2.5 million. (h) Fair Value Measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of September 29, 2024 and December 31, 2023 include the warrant liabilities, derivative liabilities, SAFE Agreements and FPA liabilities. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short-term nature (classified as Level 1). Certain warrant liabilities, derivative liabilities, SAFE agreements, and FPA liabilities are measured at fair value using Level 3 inputs. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date within the unaudited condensed consolidated statements of operations and comprehensive loss as a component of Other expense, net. (i) Direct Offering Costs Direct offering costs represent legal, accounting and other direct costs related to the Mergers, which was consummated in July 2023. In accounting for the Mergers, direct offering costs of approximately $ 5.7 million were reclassified to additional paid-in capital and netted against the Mergers proceeds received upon close. As of September 29, 2024 and December 31, 2023, the Company had no deferred offering costs included within prepaid expenses and other current assets in its unaudited condensed consolidated balance sheets. (j) Warrant Liabilities The Company accounts for its warrant liabilities in accordance with the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, under which the warrants that do not meet the criteria for equity classification and must be recorded as liabilities. The warrant liabilities are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement , with any subsequent changes in fair value recognized in Other expense, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 12 – Warrants. (k) Forward Purchase Agreements The Company accounts for its FPAs in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity , as the agreements embody an obligation to transfer assets to settle a forward contract. The FPA liabilities are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in Other expense, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 5 – Forward Purchase Agreements. 12 (l) Derivative Liabilities The Company evaluates its financial obligations to determine if such instruments are derivatives or contain features that qualify as bifurcated derivatives in accordance with ASC 815, Derivatives and Hedging . Derivative liabilities are initially recorded at their fair value on the issuance date and are then re-valued at each reporting date, with changes in the fair value reported in other expense, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 13 – Borrowings and Derivative Liabilities. (m) Net Loss Per Share The Company computes net loss per share following ASC 260, Earnings Per Share . Basic net loss per share is measured as loss attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted net loss per share presents the dilutive effect on a per-share basis from the potential exercise of options, SAFE agreements, warrants, and/or convertible notes. The potentially dilutive effect of options, SAFE agreements or warrants are computed using the if-converted method. Securities that potentially have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the diluted loss per share calculation. (n) Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company is currently evaluating ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU 2023-09 is effective for public companies starting in annual periods beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09. (3) Fair Value Measurements The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis (in thousands): As of September 29, 2024 Level 1 Level 2 Level 3 Total Financial Assets Restricted cash $ 3,841 $ — $ — $ 3,841 Forward purchase agreements (1) ⸺ — 1,076 1,076 Total $ 3,841 $ — $ 1,076 $ 4,917 Financial Liabilities Derivative liabilities $ — $ — $ 92,104 $ 92,104 Public warrants 2,242 — — 2,242 Private placement warrants — — 3,908 3,908 Working capital warrants — — 447 447 SAFE Agreements — — 1,900 1,900 Total $ 2,242 $ — $ 98,359 $ 100,601 As of December 31, 2023 Level 1 Level 2 Level 3 Total Financial Asset Restricted cash $ 3,823 $ — $ — $ 3,823 Financial Liabilities Carlyle warrant $ — $ — $ 9,515 $ 9,515 Public warrants 167 — — 167 Private placement warrants — 122 — 122 Working capital warrants — 14 — 14 Replacement warrants — — 1,310 1,310 Forward purchase agreement liabilities (1) — — 3,831 3,831 Total $ 167 $ 136 $ 14,656 $ 14,959 (1) Of the balances as of September 29, 2024 and December 31, 2023, $ 0.9 million of the asset balance and $ 3.2 million of the liability balance, respectively, are with related parties. Refer to Note 19, Related Party Transactions for further details. 13 Derivative liabilities The Company issued derivative liabilities in conjunction with the issuance of certain convertible notes in July 2024 and September 2024 (refer to Note 13 – Borrowings and Derivative Liabilities). The Company valued the derivative liabilities as of their issuance date and as of September 29, 2024 using a binomial lattice model, which includes level 3 unobservable inputs. The key inputs used were dividend yield, the Company’s common stock price, volatility, risk-free rate and the expected term of the derivative liabilities. As of September 29, 2024, the derivative liability valuation included the following inputs: September 29, 2024 Expected term 4.76 years Expected volatility 54.0 % Risk-free interest rate 3.5 % Common stock price $ 2.93 Expected dividend yield 0.0 % Carlyle Warrants As part of the Company’s amended and restated warrant agreement with CRSEF Solis Holdings, LLC and its affiliates (“Carlyle”), the Company issued Carlyle a warrant to purchase shares of Complete Solaria Common Stock at a price per share of $ 0.01 . Refer to Note 12 – Warrants for further details. The Company valued the warrants based on a Black-Scholes Option Pricing Method, which included the following inputs: December 31, 2023 Expected term 7.0 years Expected volatility 77.0 % Risk-free interest rate 3.92 % Expected dividend yield 0.0 % In connection with an exchange of debt effective July 1, 2024, as discussed in Note 13 – Borrowings and Derivative Liabilities, the number of shares expected to be issued in connection with the Carlyle warrant became fixed and the Carlyle warrant was reclassified from liability to equity. Accordingly, the Carlyle warrant is not subject to a fair value measurement as of September 29, 2024. Public Warrants The public warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument. 14 Private Placement and Working Capital Warrants The private placement and working capital warrants are measured at fair value. The Company valued the private placement and working capital warrants as of September 29, 2024, based on a Black-Scholes Option Pricing Method, which included the following inputs: September 29, 2024 Expected term 3.8 years Expected volatility 69.24 % Risk-free interest rate 3.5 % Expected dividend yield 0.0 % Forward Purchase Agreement Forward Purchase Agreements are measured at fair value on a recurring basis using a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period, which included the following inputs: September 29, 2024 December 31, 2023 VWAP stock price $ 2.86 $ 1.66 Simulation period 0.8 years 1.55 years Risk-free interest rate 4.07 % 4.48 % Volatility 76.0 % 95.0 % SAFE Agreement The SAFE Agreement was valued based on a conversion probability of 90 % based on historical SAFE agreements and a 50 % discount rate at the time of conversion. Replacement Warrants There were no replacement warrants as of September 29, 2024. The Company valued the Replacement Warrants as of December 31, 2023, based on a Black-Scholes Option Pricing Method, which included the following inputs: December 31, 2023 Expected term 0.3 years Expected volatility 78.5 % Risk-free interest rate 5.4 % Expected dividend yield 0.0 % 15 (4) Reverse Recapitalization As discussed in Note 1 – Organization, on July 18, 2023, the Company consummated the Mergers pursuant to the Amended and Restated Business Combination Agreement. The Mergers was accounted for as a reverse recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Complete Solaria was deemed the accounting acquirer (and legal acquiree), and FACT was treated as the accounting acquiree (and legal acquirer). Complete Solaria was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: ● Complete Solaria’s pre-combination stockholders had the majority of the voting power in the post- merged company; ● Legacy Complete Solaria’s stockholders had the ability to appoint a majority of the Complete Solaria Board of Directors; ● Legacy Complete Solaria’s management team was considered the management team of the post-merged company; ● Legacy Complete Solaria’s prior operations were comprised of the ongoing operations of the post-merged company; ● Complete Solaria was the larger entity based on historical revenues and business operations; and ● the post-merged company assumed Complete Solaria’s operating name. Under this method of accounting, the reverse recapitalization was treated as the equivalent of Complete Solaria issuing stock for the net assets of FACT, accompanied by a recapitalization. The net assets of FACT were stated at historical cost, with no goodwill or other intangible assets recorded. The unaudited condensed consolidated assets, liabilities, and results of operations prior to the Mergers were those of Legacy Complete Solaria. All periods prior to the Mergers have been retrospectively adjusted in accordance with the Amended and Restated Business Combination Agreement for the equivalent number of preferred or common shares outstanding immediately after the Mergers to effect the reverse recapitalization. Upon the closing of the Mergers and the PIPE Financing in July 2023, the Company received net cash proceeds of $ 19.7 million less non-cash net liabilities assumed from FACT of $ 10.1 million. The following table reconciles the elements of the Mergers to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statements of stockholders’ deficit for the thirty-nine weeks ended October 1, 2023 (in thousands): Recapitalization Cash proceeds from FACT, net of redemptions $ 36,539 Cash proceeds from PIPE Financing 12,800 Less: cash payment of FACT transaction costs and underwriting fees ( 10,680 ) Less: cash payment to FPA investors for rebates and recycled shares ( 17,831 ) Less: cash payment for Promissory Note ( 1,170 ) Net cash proceeds upon the closing of the Mergers and PIPE financing 19,658 Less: non-cash net liabilities assumed from FACT ( 10,135 ) Net contributions from the Mergers and PIPE financing upon closing $ 9,523 Immediately upon closing of the Mergers, the Company had 45,290,553 shares issued and outstanding of Class A Common Stock. The following table presents the number of shares of Complete Solaria common stock outstanding immediately following the consummation of the Mergers: Recapitalization FACT Class A Ordinary Shares, outstanding prior to Mergers 34,500,000 FACT Class B Ordinary Shares, outstanding prior to Mergers 8,625,000 Bonus shares issued to sponsor 193,976 Bonus shares issued to PIPE investors 120,000 Bonus shares issued to FPA investors 150,000 Shares issued from PIPE financing 1,690,000 Shares issued from FPA agreements, net of recycled shares 5,558,488 Less: redemption of FACT Class A Ordinary Shares ( 31,041,243 ) Total shares from the Mergers and PIPE Financing 19,796,221 Legacy Complete Solaria shares 20,034,257 2022 Convertible Note Shares 5,460,075 Shares of Complete Solaria Common stock immediately after Mergers 45,290,553 In connection with the Mergers, the Company incurred direct and incremental costs of approximately $ 15.8 million related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in capital. Of the $ 15.8 million, $ 5.2 million was incurred by Legacy Complete Solaria and $ 10.6 million was incurred by FACT. As of December 31, 2023, the Company made cash payments totaling $ 5.4 million to settle transaction costs. As a result of the Closing, outstanding 2022 Convertible Notes were converted into shares of Complete Solaria common stock. 16 (5) Forward Purchase Agreements In July 2023, FACT and Legacy Complete Solaria, Inc. entered into FPAs with each of (i) Meteora; (ii) Polar, and (iii) Sandia (each individually, a “Seller”, and together, the “FPA Sellers”). Pursuant to the terms of the FPAs, the FPA Sellers intended but were not obligated to purchase a number of FACT’s ordinary shares, par value of $ 0.0001 per share, (the “Shares”). While the FPA Sellers have no obligation to purchase any Shares under the FPAs, the aggregate total Shares that may be purchased under the FPAs shall be no more than 6,720,000 in aggregate, less, in the case of Meteora and Sandia, the number of FACT ordinary shares purchased by each Seller separately in through a broker in the open market. The FPA Sellers may not beneficially own greater than 9.9% of issued and outstanding Shares following the Mergers as per the Amended and Restated Business Combination Agreement. The key terms of the forward contracts are as follows: ● The FPA Sellers can terminate the transaction following the Optional Early Termination (“OET”) Date which shall specify the quantity by which the number of shares is to be reduced (such quantity, the “Terminated Shares”). Seller shall terminate the transaction in respect of any shares sold on or prior to the maturity date. The counterparty is entitled to an amount from the Seller equal to the number of terminated shares multiplied by a reset price. The reset price is initially $ 10.56 (the “Initial Price”) and is subject to a $ 5.00 floor. ● The FPA contains multiple settlement outcomes. Per the terms of the agreements, the FPAs will (1) settle in cash in the event the Company is due cash upon settlement from the FPA Sellers or (2) settle in either cash or shares, at the discretion of the Company, should the settlement amount adjustment exceed the settlement amount. Should the Company elect to settle via shares, the equity will be issued in Complete Solaria Common Stock, with a per share price based on the volume-weighted average price (“VWAP”) Price over 15 scheduled trading days. The magnitude of the settlement is based on the Settlement Amount, an amount equal to the product of: (1) Number of shares issued to the FPA Seller pursuant to the FPA, less the number of Terminated Shares multiplied by (2) the VWAP Price over the valuation period. The Settlement amount will be reduced by the Settlement Adjustment, an amount equal to the product of (1) Number of shares in the Pricing Date Notice, less the number of Terminated Shares multiplied by $ 2.00 . ● The Settlement occurs as of the Valuation Date, which is the earlier to occur of (a) the date that is two years after the date of the Closing Date of the Mergers (b) the date specified by Seller in a written notice to be delivered to the Counterparty at the Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of certain triggering events; and (c) 90 days after delivery by the Counterparty of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period (the “Measurement Period”) that occurs at least 6 months after the Closing Date, the VWAP Price is less than the then applicable Reset Price. The Company entered into four separate FPAs, three of which, associated with the obligation to issue 6,300,000 Shares, were entered into prior to the closing of the Mergers. Upon signing the FPAs, the Company incurred an obligation to issue a fixed number of shares to the FPA Sellers contingent upon the closing of the Mergers in addition to the terms and conditions associated with the settlement of the FPAs. The Company accounted for the contingent obligation to issue shares in accordance with ASC 815 and recorded a liability and Other expense, net based on the fair value upon of the obligation upon the signing of the FPAs. The liability was extinguished in July 2023 upon the issuance of Complete Solaria Common Stock to the FPA sellers. Additionally, in accordance with ASC 480, the Company has determined that the forward contracts are financial instruments other than shares that represent or are indexed to obligations to repurchase the issuer’s equity shares by transferring assets, referred to herein as the “forward purchase liability” on its unaudited condensed consolidated balance sheets. The Company initially measured the forward purchase liabilities at fair value and has subsequently remeasured them at fair value with changes in fair value recognized in earnings. On December 18, 2023, the Company and the FPA Sellers entered into separate amendments to the FPAs (the “Amendments”). The Amendments lower the reset floor price of each FPA from $ 5.00 to $ 3.00 and allow the Company to raise up to $ 10.0 million of equity from existing stockholders without triggering certain anti-dilution provisions contained in the FPAs; provided, the insiders pay a price per share for their initial investment equal to the closing price per share as quoted on the Nasdaq on the day of purchase; provided, further, that any subsequent investments are made at a price per share equal to the greater of (a) the closing price per share as quoted by Nasdaq on the day of the purchase or (b) the amount paid in connection with the initial investment. 17 On May 7 and 8, 2024, respectively, the Company entered into and executed separate amendments to the FPAs (collectively the “Second Amendments”) with Sandia (the “Sandia Second Amendment”) and Polar (the “Polar Second Amendment”). The Second Amendments lowered the reset price of each FPA from $ 3.00 to $ 1.00 per share and amended the VWAP Trigger Event provision to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $ 1.00 per Share”. The Sandia Second Amendment is not effective until the Company executes similar amendments with both Polar and Meteora. On June 14, 2024, the Company entered into and executed an amendment to the FPA with Sandia (the “Sandia Third Amendment”). The Sandia Third Amendment set the reset price of each FPA to $ 1.00 per share and amended the VWAP Trigger Event provision to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $ 1.00 per Share.” On July 17, 2024, the Company entered into an amendment to the FPA with Polar pursuant to which the Company and Polar agreed that Section 2 (Most Favored Nation) of the FPA is applicable to all 2,450,000 shares subject to the FPA. Through the date of issuance of the Complete Solaria Common Stock in satisfaction of the Company’s obligation to issue shares around the closing of the Mergers, the Company recorded $ 35.5 million to Other expense in each of the thirteen and thirty-nine weeks ended October 1, 2023, net associated with the issuance of 6,720,000 shares of Complete Solaria Common Stock in association with the FPAs. The change in the fair value of the forward purchase liabilities amounted to income of $ 7.7 million for the thirteen weeks ended September 29, 2024, and $ 4.9 million for the thirty-nine weeks ended September 29, 2024. The change in the fair value of the forward purchase liabilities amounted to expense of $ 6.7 million for the thirteen and thirty-nine week periods ended October 1, 2023. As of September 29, 2024, and December 31, 2023, the forward purchase agreements balance was an asset of $ 1.1 million and a liability of $ 3.8 million, respectively. Of the balances as of September 29, 2024 and December 31, 2023, $ 0.9 million asset balance and $ 3.2 million liability balance, respectively, are with related parties. Refer to Note 19 – Related Party Transactions for further details. (6) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): As of September 29, 2024 December 31, 2023 Deferred commissions $ 1,177 $ 4,185 Inventory deposits — 616 Other 11,639 1,016 Total prepaid expenses and other current assets $ 12,816 $ 5,817 (7) Divestiture Discontinued operations As previously described in Note 1 – Organization, on August 18, 2023, the Company entered into a Non-Binding Letter of Intent to sell certain of Complete Solaria’s North American solar panel assets, inclusive of intellectual property and customer contracts, to Maxeon. Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria. The Company determined that this divestiture represented a strategic shift in the Company’s business and qualified as a discontinued operation. Accordingly, the results of operations and cash flows relating to Solaria have been reflected as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023 and the unaudited condensed consolidated statements of cash flows for the thirty-nine weeks ended October 1, 2023. In October 2023, the Company completed the sale of its solar panel business to Maxeon, pursuant to the terms of the Disposal Agreement. 18 The Company recorded a loss from discontinued operations of zero and $ 2.0 million for the thirteen and thirty-nine weeks ended September 29, 2024, arising from attorney fees incurred in connection with litigation attributable to the solar panel business. The components reflected in the unaudited condensed consolidated statements of operations and comprehensive loss in 2023 related to discontinued operations are presented in the table, as follows (in thousands): Thirteen Weeks Ended Thirty-Nine- Weeks Ended October 1, 2023 October 1, 2023 Revenues $ 3,774 $ 29,048 Cost of revenues 4,102 30,609 Gross loss ( 328 ) ( 1,561 ) Operating expenses: Sales and marketing 2,425 6,855 General and administrative 5,681 12,572 Total operating expenses 8,106 19,427 Loss from discontinued operations ( 8,434 ) ( 20,988 ) Other income, net 31 32 Loss from discontinued operations before income taxes ( 8,403 ) ( 20,956 ) Income tax benefit (provision) ( 1 ) 3 Impairment loss from discontinued operations ( 147,505 ) ( 147,505 ) Net loss from discontinued operations $ ( 155,909 ) $ ( 168,458 ) (8) Property and Equipment, Net Property and equipment, net consists of the following (in thousands, except year data): Estimated As of Useful Lives (Years) September 29, 2024 December 31, 2023 Developed software 5 $ 624 $ 6,993 Manufacturing equipment 3 73 131 Furniture and equipment 3 96 96 Leasehold improvements 5 — 708 Total property and equipment 793 7,928 Less: accumulated depreciation and amortization ( 203 ) ( 3,611 ) Total property and equipment, net $ 590 $ 4,317 Depreciation and amortization expense from continuing operations totaled $ 0.3 million and $ 0.3 million for the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively. Depreciation and amortization expense from continuing operations totaled $ 1.0 million and $ 0.6 million for the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively. The Company recognized a $ 3.7 million impairment and loss on disposal of property and equipment for the thirteen and thirty-nine week periods ended September 29, 2024 which includes (i) $ 3.4 million impairment of its proprietary HelioTrack TM software system and (ii) $ 0.3 million of leasehold improvements relating to its Fremont location. The Company impaired the value of its HelioTrack TM software as this software has no future use following the completion of the migration to software that will be acquired in the SunPower acquisition. Refer to Note 20 – Subsequent Events for a further description of the SunPower acquisition. 19 (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of September 29, 2024 December 31, 2023 Accrued compensation and benefits $ 5,674 $ 3,969 Accrued legal settlements 7,700 7,700 Professional fees 2,738 2,910 Accrued term loan and revolving loan final payment fees 2,400 2,400 Deferred financing fees 6,196 2,909 Accrued warranty 1,425 1,433 Warrant liability — 1,310 Accrued interest 901 194 Other accrued liabilities 2,791 5,045 Total accrued expenses and other current liabilities $ 29,825 $ 27,870 (10) Other Expense, Net Other expense, net consists of the following (in thousands): Thirteen-Weeks Ended Thirty-Nine Weeks Ended September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023 Loss on issuance of derivative liabilities (1) $ ( 24,688 ) $ — $ ( 24,688 ) $ — Change in fair value of derivative liabilities (2) ( 37,875 ) — ( 37,875 ) — Change in fair value of redeemable convertible preferred stock warrant liability — 39 1,310 9,455 Change in fair value of Carlyle warrants — 12,689 2,869 12,689 Change in fair value of FACT public, private placement and working capital warrants ( 6,052 ) 4,170 ( 6,295 ) 4,170 Other financing costs ( 3,812 ) — ( 3,812 ) — Loss on CS Solis debt extinguishment — ( 10,338 ) — ( 10,338 ) Bonus shares issued in connection with the Mergers (3) — ( 2,394 ) — ( 2,394 ) Issuance of forward purchase agreements (4) — 76 — 76 Change in fair value of forward purchase agreement liabilities (5) 7,728 ( 6,661 ) 4,906 ( 6,661 ) Issuance of shares in connection with the forward purchase agreements — ( 35,490 ) — ( 35,490 ) Change in fair value of SAFE Agreement (6) ( 900 ) — ( 900 ) — Loss on conversion of SAFE Agreements to common stock (6) — — ( 1,250 ) — Other, net ( 85 ) ( 94 ) ( 499 ) 191 Total other expense, net $ ( 65,684 ) $ ( 38,003 ) $ ( 66,234 ) $ ( 28,302 ) (1) Includes $ 3.0 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024. (2) Includes $ 14.7 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024. (3) Includes $ 0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers. (4) Includes $ 0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (5) Includes $ 6.5 million and $ 4.1 million of income for the thirteen and thirty-nine weeks ended September 29, 2024, respectively and $ 5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, for the change in the fair value of forward purchase agreements with related parties. (6) The SAFE Agreements were entered into with a related party, and the loss on the conversion of the SAFE Agreements to shares of the Company’s common stock is a related party transaction. Refer to Note 14 – SAFE Agreements and Note 19 – Related Party Transactions for further information. 20 (11) Common Stock The Company has authorized the issuance of 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock as of September 29, 2024. No preferred stock has been issued and none are outstanding as of September 29, 2024. 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 $ 5.0 million. The Purchasers paid for the Shares in cash. Thurman J. Rodgers is a trustee of each Purchaser, Executive Chairman of the Company’s board of directors and Chief Executive Officer of the Company (“Rodgers” or “CEO”). On July 16, 2024, the Company entered into a common stock purchase agreement with White Lion Capital, LLC (“White Lion”), as amended on July 24, 2024 (“White Lion SPA”), and a related registration rights agreement for an equity line of credit financing facility. Pursuant to the White Lion SPA, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time up to $ 30 million in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to the caps and certain limitations and conditions set forth in the White Lion SPA, including terms that restrict the ability of the Company to issue shares of common stock to White Lion that would result in White Lion beneficially owning more than 9.99 % of the Company’s outstanding common stock. On August 14, 2024, the Company entered into Amendment No. 2 to the White Lion SPA (collectively with the White Lion SPA “White Lion Amended SPA”). The White Lion Amended SPA provides that the Company may notify White Lion to exercise the Company’s right to sell shares of its common stock by delivering an Hour Rapid Purchase Notice. If the Company delivers an Hour Rapid Purchase Notice, the Company shall deliver to White Lion shares of common stock not to exceed the lesser of (i) five percent of the Average Daily Trading Volume on the date of an Hour Rapid Purchase Notice and (ii) 100,000 shares of common stock. The closing of the transactions under an Hour Rapid Purchase Notice will occur one Business Day following the date on which the Hour Rapid Purchase Notice is delivered. At such closing, White Lion will pay the Company the Hour Rapid Purchase Investment Amount equal to the number of shares of common stock subject to the applicable Hour Rapid Purchase Notice multiplied by the lowest traded price of the Company’s common stock during the one-hour period following White Lion’s consent to the acceptance of the applicable Hour Rapid Purchase Notice. Under the White Lion Amended SPA, the Company issued a total of 2.7 million shares of common stock for net proceeds of $ 6.1 million during the period ended September 29, 2024. The Company has reserved shares of common stock for issuance related to the following: As of September 29, 2024 Common stock warrants 31,670,265 Employee stock purchase plan 2,628,996 Stock options and RSUs, issued and outstanding 14,170,385 Stock options and RSUs, authorized for future issuance 945,059 Total shares reserved 49,414,705 (12) Warrants Liability-classified warrants (in thousands) As of September 29, December 31, 2024 2023 Carlyle warrant $ — $ 9,515 Replacement warrants — 1,310 Public warrants 2,242 167 Private placements warrants 3,908 122 Working capital warrants 447 13 $ 6,597 $ 11,127 21 Carlyle Warrant In February 2022, as part of a debt financing from Carlyle (refer to Note 13 – Borrowings and Derivative Liabilities), the Company issued a warrant to purchase 2,886,952 shares of common stock in conjunction with long-term debt issued to Carlyle (“CS Solis Debt”). The warrant contained two tranches, the first of which is immediately exercisable for 1,995,879 shares. The second tranche, which was determined to be a separate unit of account, expired on December 31, 2022 prior to becoming exercisable. In December 2023, Carlyle was issued an additional warrant to purchase an additional 2,190,604 shares of the Company’s common stock related to an anti-dilution provision within the CS Solis Debt that provides for such additional warrants under such circumstances as provided within the CS Solis Debt. At issuance, the relative fair value of the warrant was determined to be $ 3.4 million using the Black-Scholes model with the following weighted average assumptions: expected term of 7 years; expected volatility of 73.0 %; risk-free interest rate of 1.9 %; and no dividend yield. The fair value of the warrant was initially recorded within additional paid-in capital as it met the conditions for equity classification. In July 2023, and in connection with the closing of the Mergers, the Carlyle debt and warrants were modified. Based on the exchange ratio included in the Mergers, the 1,995,879 outstanding warrants to purchase Legacy Complete Solaria Common Stock prior to modification were exchanged into warrants to purchase 1,995,879 shares of Complete Solaria Common Stock. As part of the modification, the warrant, which expires on July 18, 2030 , provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795 % of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $ 0.01 per share. Of the additional warrants that become exercisable after the modification, the tranches of 350,000 warrants vesting ten days after the date of the agreement and 150,000 warrants vesting thirty days after the date of the agreement were exercisable as of October 31, 2023. The modification of the warrant resulted in the reclassification of previously equity-classified warrants to liability classification, which was accounted for in accordance with ASC 815 and ASC 718, Compensation – Stock Compensation . The Company recorded the fair value of the modified warrants as a warrant liability of $ 20.4 million, the pre-modification fair value of the warrants as a reduction to additional paid-in capital of $ 10.9 million and an expense of $ 9.5 million to Other expense, net in the thirteen week period ended October 1, 2023, equal to the incremental value of the warrants upon the modification. The fair value of the warrant was determined based on its intrinsic value, given a nominal exercise price. At issuance, the relative fair value of the warrant was determined to be $ 20.4 million using the Black-Scholes model with the following weighted average assumptions: expected term of 7 years; expected volatility of 77.0 %; risk-free interest rate of 3.9 %; and no dividend yield. On July 1, 2024, in connection with the Exchange Agreement (as defined in Note 13 – Borrowings and Derivative Liabilities), the Carlyle warrant was modified, and the modification fixed the number of shares of the Company’s common stock that may be issued upon exercise of the Carlyle warrant at 4,936,483 . At the modification date, the Carlyle warrant had a fair value of $ 7.3 million. The modification of the warrant resulted in the reclassification of previously classified warrant from liability to equity classification, resulting in an increase to additional paid-in capital of $7.3 million, a reduction in the warrant liability of $ 6.6 million, and $ 0.7 million of expense related to the remeasurement of the liability as of the modification date which was classified within “Gain on Extinguishment of Debt” within the Company’s statements of operations for the thirteen weeks and thirty-nine weeks ended September 29, 2024. The Company recorded zero and a $ 2.9 million decrease in the fair value of this warrant, as Other expense, net on its unaudited condensed consolidated statements of operations and comprehensive loss for thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively. Series D-7 Warrants (Converted to common stock warrants “Replacement Warrants”) In November 2022, the Company issued warrants to purchase 656,630 shares of Series D-7 preferred stock (the “Series D-7 warrants”) in conjunction with the Business Combination. The warrant contains two tranches. The first tranche of 518,752 shares of Series D-7 preferred stock were exercisable at an exercise price of $ 2.50 per share upon consummation of a merger transaction, or at an exercise price of $ 2.04 per share upon remaining private and had an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock was exercisable at an exercise price of $ 5.00 per share upon consummation of a merger transaction, or at an exercise price of $ 4.09 per share upon remaining private and had an expiration date of April 2024. The fair value of the Series D-7 warrants was $ 2.4 million as of July 18, 2023 when the warrants were reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, as the exercise price of the warrants is fixed at $ 2.50 per share of Complete Solaria Common Stock for the first tranche and $ 5.00 per share of Complete Solaria Common Stock for the second tranche upon the closing of the Mergers. 22 In October 2023, the Company entered into an Assignment and Acceptance Agreement (“Assignment Agreement”), (refer to Note 13 – Borrowings and Derivative Liabilities). In connection with the Assignment Agreement, the Company also entered into the First Amendment to Warrant to Purchase Stock Agreements with the holders of the Series D-7 warrants. Pursuant to the terms of the agreement, the warrants to purchase 1,376,414 shares of Series D-7 preferred stock converted into warrants to purchase 656,630 shares of common stock, the Replacement Warrants. As a result of the warrant amendment, the Company reclassified the Replacement Warrants from equity to liability. The Replacement Warrants were remeasured to their fair value on the amendment effective date, and the Company recorded subsequent changes in fair value in Other expense, net on its unaudited condensed consolidated statements of operations and comprehensive loss. The Replacement Warrants expired in April 2024 and the Company released the $ 1.3 million liability in the thirteen week period ended June 30, 2024. The $ 1.3 million of income was classified within Other expense, net. Public, Private Placement, and Working Capital Warrants In conjunction with the Mergers, Complete Solaria, as accounting acquirer, was deemed to assume 6,266,667 warrants to purchase FACT Class A Ordinary Shares that were held by the Sponsor at an exercise price of $ 11.50 (“Private Placement Warrants”) and 8,625,000 warrants to purchase FACT’s shareholders FACT Class A Ordinary Shares at an exercise price of $ 11.50 (“Public Warrants”). Subsequent to the Mergers, the Private Placement Warrants and Public Warrants are exercisable for shares of Complete Solaria Common Stock and meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. In addition, the Private Placement Warrants are potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from being considered indexed to the entity’s own stock. Therefore, these warrants are classified as liabilities on the Company’s unaudited condensed consolidated balance sheets. The Company determined the Public and Private warrants to be classified as a liability and fair valued the warrants on the issuance date using the publicly available price for the warrants of $ 6.7 million. The fair value of these warrants was $ 6.1 million as of September 29, 2024. The Company recorded a $ 5.6 million and $ 5.9 million increase in the fair value of these warrants for the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively. The Company recorded a $ 4.0 million decrease in the fair value of the Public and Private Placement Warrants for each of the thirteen weeks and thirty-nine weeks ended October 1, 2023. These changes were recorded in Other expense, net in the unaudited condensed consolidated statements of operations and comprehensive loss. Additionally, at the closing of the Mergers, the Company issued 716,668 Working Capital warrants, which have identical terms as the Private Placement Warrants, to the sponsor in satisfaction of certain liabilities of FACT. The warrants were fair valued at $ 0.3 million upon the closing of the Mergers, which was recorded in warrant liability on the Company’s unaudited condensed consolidated balance sheets. As of September 29, 2024, the Working Capital warrants had a fair value of $ 0.4 million. The Company recorded a $ 0.4 million increase in the fair value of these warrants for each of the thirteen weeks and thirty-nine weeks ended September 29, 2024. The Company recorded a change in the Working Capital Warrants of $ 0.2 million for each of the thirteen and thirty-nine weeks ended October 1, 2023. These changes were recorded in Other expense, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Equity Classified Warrants Series B Warrants (Converted to Common Stock Warrants) In February 2016, the Company issued a warrant to purchase 5,054 shares of Series B preferred stock (the “Series B warrant”) in connection with a 2016 credit facility. The Series B warrant is immediately exercisable at an exercise price of $ 4.30 per share and has an expiration date of February 2026. The relative fair value of the Series B warrant at issuance was recorded as a debt issuance cost within other noncurrent liabilities upon issuance. The fair value of the Series B warrant was less than $ 0.1 million as of December 31, 2022 and as of July 18, 2023, when the Series B warrant was reclassified from warrant liability to additional paid-in capital, upon the warrant becoming exercisable into shares of Complete Solaria Common Stock upon the close of the Mergers. Prior to its reclassification during 2023, changes in the fair value of the liability-classified warrants were recorded in Other expense, net in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. 23 Series C Warrants (Converted to Common Stock Warrants) In July 2016, the Company issued a warrant to purchase 148,477 shares of Series C preferred stock (the “Series C warrant”) in connection with the Series C financing. The Series C warrant agreement also provided for an additional number of Series C shares calculated on a monthly basis commencing in June 2016 based on the principal balance outstanding of the notes payable outstanding. The maximum number of shares exercisable under the Series C warrant agreement is 482,969 shares of Series C preferred stock. The Series C warrant was immediately exercisable at an exercise price of $ 1.00 per share and has an expiration date of July 2026. The relative fair value of the Series C warrant at issuance was recorded as Series C preferred stock issuance costs and redeemable convertible preferred stock warrant liability and changes in the fair value of the warrant were recorded in Other expense, net on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant was $ 2.3 million as of July 18, 2023, when the Series B warrant was reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, upon the warrant becoming exercisable into shares of Complete Solaria Common Stock. Series C-1 Warrants (Converted to Common Stock Warrants) In January 2020, the Company issued a warrant to purchase 173,067 shares of common stock in conjunction with the Series C-1 preferred stock financing. The warrant is immediately exercisable at an exercise price of $ 0.01 per share and has an expiration date of January 2030. The warrant remains outstanding as of September 29, 2024. The fair value of the warrant was recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification. SVB Common Stock Warrants In May and August 2021, the Company issued warrants to purchase 2,473 and 2,525 shares of common stock, respectively, in conjunction with the Fifth and Sixth Amendments to the Loan and Security Agreement (“Loan Agreement”) with Silicon Valley Bank (“SVB”). The warrants are immediately exercisable at exercise prices of $ 0.38 and $ 0.62 per share, respectively, and have expiration dates in 2033. The warrants remain outstanding as of September 29, 2024. The fair value of the warrant was recorded within additional paid-in-capital on the accompanying unaudited condensed consolidated balance sheets. The warrants are not remeasured in future periods as they meet the conditions for equity classification. Promissory Note Common Stock Warrants In October 2021, the Company issued a warrant to purchase 24,148 shares of common stock in conjunction with the issuance of a short-term promissory note. The warrant is immediately exercisable at an exercise price of $ 0.01 per share and has an expiration date of October 2031. The warrant remains outstanding as of September 29, 2024. The fair value of the warrant was recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification. 24 July 2023 Common Stock Warrants In July 2023, the Company issued a warrant to a third-party service provider to purchase 38,981 shares of the Company’s common stock in exchange for services provided in obtaining financing at the Closing of the Mergers. The warrant is immediately exercisable at a price of $ 0.01 per share and has an expiration date of July 2028 . At issuance, the fair value of the warrant was determined to be $ 0.2 million, based on the intrinsic value of the warrant and the $ 0.01 per share exercise price. As the warrant is accounted for as an equity issuance cost, the warrant is recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification. Warrant Consideration In July 2023, in connection with the Mergers, the Company issued 6,266,572 warrants to purchase Complete Solaria Common Stock to holders of Legacy Complete Solaria Redeemable Convertible Preferred Stock, Legacy Complete Solaria Common Stock. The exercise price of the common stock warrants is $ 11.50 per share and the warrants expire 10 years from the date of the Mergers. The warrant consideration was issued as part of the close of the Mergers and was recorded within additional paid-in capital, net of the issuance costs of the Mergers. As of September 29, 2024, all warrants issued as warrant consideration remain outstanding. Ayna Warrant On June 17, 2024, a warrant to purchase shares of the Company’s common stock (“Ayna Warrant”) was executed which certifies that Ayna.AI LLC (“Ayna”) is entitled to purchase 6,000,000 shares of the Company’s common stock at the exercise price per share of $ 0.01 , subject to the provisions and upon the terms and conditions set forth in the Ayna Warrant. The Ayna Warrant expires on June 17, 2029. The issuance of the Ayna Warrant by the Company to Ayna is in satisfaction of the compensation owed by the Company to Ayna under the terms of a statement of work (“Ayna SOW”), signed May 21, 2024 (and effective as of March 12, 2024), as incorporated into a master services agreement dated March 12, 2024. Under the Ayna SOW, Ayna will provide services in connection with the anticipated return of the Company to cash-flow positive performance. On or after the earlier of (i) September 9, 2024; and (ii) the first trading day after March 12, 2024 with a closing price of the Company’s common stock greater than or equal to $ 1.00 for 45 days out of the trailing consecutive 60-trading-day period (the earlier of the preceding clauses (i) and (ii) the “Exercise Date”), Ayna may exercise the Ayna Warrant for up to 4,000,000 shares of the Company’s common stock. On or after September 9, 2024, Ayna may exercise the Ayna Warrant for up to the remaining 2,000,000 shares of the Company’s common stock. Prior to the Exercise Date, Ayna may not exercise the Ayna Warrant. 25 In lieu of exercising the Ayna Warrant for cash, Ayna may from time to time convert the Ayna Warrant, in whole or in part, into a number of shares of the Company’s common stock determined by dividing (a) the aggregate fair market value of the shares of the Company’s common stock or other securities otherwise issuable upon exercise of the Ayna Warrant minus the aggregate warrant price of such shares of the Company’s common stock by (b) the fair market value (“Ayna Warrant FMV”) of one share of the Company’s common stock. If the Company’s shares of common stock are traded regularly in a public market, the Ayna Warrant FMV shall be the weighted average price for the 30 trading days ending on the trading day immediately before Ayna delivers its notice of exercise to the Company. If the Company’s shares of common stock are not regularly traded in a public market, the Company’s Board of Directors shall determine that the Ayna Warrant FMV in its reasonable good faith judgment. The foregoing notwithstanding, if Ayna advises the Company’s Board of Directors in writing that Ayna disagrees with such determination, then the Company and Ayna shall promptly agree upon a reputable investment banking firm or a third party independent appraiser to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the Board of Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fee and expenses shall be paid by Ayna. At issuance, the fair value of the Ayna Warrant was determined to be $ 9.2 million, based on the intrinsic value of the Ayna Warrant and the $ 0.01 per share exercise price. As the Ayna Warrant is accounted for as stock-based compensation under ASC 718, the Ayna Warrant is recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The Ayna Warrant is not remeasured in future periods as it meets the conditions for equity classification. As the Ayna statement of work period is different than the date of the warrant agreement, the differences in dates cause an accrued expense for services rendered by Ayna but consideration has not vested as of September 29, 2024. The Company recognized expenses earned to date of $ 3.8 million and $ 5.4 million for the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively, within General and administrative expenses on the Company’s unaudited condensed consolidated statement of operations. The full amount of the Ayna Warrant, $ 9.2 million, was recorded within additional paid-in-capital as of September 29, 2024. Cantor Warrant In July 2024, the Company issued a warrant (“Cantor Warrant”) to a third-party service provider to purchase 3,066,141 shares of the Company’s common stock in exchange for services provided in the issuance of the July 2024 Notes (refer to Note 13 – Borrowings and Derivative Liabilities). The Cantor Warrant is immediately exercisable at a price of $ 1.68 per share and has an expiration date in July 2029. At issuance, the fair value of the Cantor Warrant was determined to be $ 1.4 million, of which $ 0.9 million was recorded as a debt discount and $ 0.5 million was attributable to the convertible notes issued in the Exchange Agreement and reduced the gain on the troubled debt restructuring (refer to Note 13 – Borrowings and Derivative Liabilities). The fair value of the warrant was derived using the Black-Scholes model with the following assumptions: expected volatility of 55 %; risk-free interest rate of 4.2 %; expected term of 5 years; and no dividend yield. The warrant is recorded within additional paid-in capital on the Company’s unaudited condensed consolidated balance sheets and is not remeasured in future periods as it meets the conditions for equity classification. 26 (13) Borrowings and Derivative Liabilities Exchange Agreement On July 1, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Carlyle and Kline Hill providing for: (i) the cancellation of all indebtedness of $ 37.2 million owed to Carlyle by the Company, termination of all debt instruments by and between the Company and Carlyle (through the transfer of Carlyle’s interest in CS Solis, LLC, to the Company), and the satisfaction of all obligations owed to Carlyle by the Company under the terminated debt instruments; (ii) the issuance of a convertible note in the original principal amount of $ 10.0 million to Carlyle (“ 12 % Carlyle Note”); (iii) the cancellation of all indebtedness of $ 28.7 million owed to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline Hill Partners Opportunity IV SPV, LLC (collectively “Kline Hill”). by the Company, termination of all debt instruments by and between the Company and Kline Hill, including the 2018 Bridge Notes, the revolving loan and the secured credit facility, and the satisfaction of all obligations owed to Kline Hill by the Company under the terminated debt instruments; (iv) the issuance of convertible notes in the aggregate original principal amount of $ 8.0 million to Kline Hill (“ 12 % Kline Hill Notes”); and (v) the issuance of 1,500,000 shares of common stock, par value $ 0.0001 per share, of the Company (the “Common Stock”) to Kline Hill (the “Shares”) July 2024 Notes In July 2024, the Company issued $ 46.0 million of senior unsecured convertible notes to various lenders, $ 18.0 million of which were issued to a related party affiliated with the Company’s CEO, Rodgers Massey Revocable Living Trust, and another $ 18.0 million of which were issued in exchange for the cancellation of all indebtedness with Kline Hill and Carlyle (the “July 2024 Notes”). The July 2024 Notes bear interest at 12 % per annum and mature on July 1, 2029 . The interest rate increases by 3 % in the case of an event of default. The July 2024 Notes are convertible into the Company’s common stock at the option of the holder at a conversion rate of $ 1.68 per share. The July 2024 Notes will become immediately due and payable at the option of the holder in the event of default and upon a qualifying change of control event. The conversion option is required to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $ 28.7 million on the issuance date with a corresponding debt discount. The Company additionally issued a warrant to purchase shares of common stock to its broker, the Cantor Warrant as described in Note 12 – Warrants, with a fair value of $ 1.4 million, of which $ 0.9 million was recorded as a debt discount, and $ 0.5 million was included in the calculation of the Company’s gain on the troubled debt restructuring, as discussed below. As of September 29, 2024, the carrying amount of the July 2024 Notes was $ 107.8 million, which reflects a derivative liability of $ 65.9 million and convertible notes of $ 70.6 million, less an unamortized debt discount of $ 28.7 million. 27 Interest expense recognized on the July 2024 Notes was $ 0.8 million in each of the thirteen and thirty-nine weeks ended September 29, 2024, of which $ 0.5 million was interest expense attributable to a related party. 7% Convertible Senior Notes In September 2024, the Company issued $ 66.8 million of senior unsecured convertible notes to various lenders, $ 8.0 million of which were issued to a related party (the “September 2024 Notes”). The September 2024 Notes bear interest at 7 % per annum and mature on July 1, 2029. The September 2024 Notes are convertible into the Company’s common stock at the option of the holder at a conversion rate of $ 2.14 per share. The September 2024 Notes will become immediately due and payable at the option of the holder in the event of default and upon a qualifying change of control event. The conversion option is required to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $ 91.5 million on the issuance date. As the fair value of the derivative liability exceeds the proceeds received, the Company recorded a corresponding financing loss of $ 24.7 million and debt discount for $ 66.8 million as of the issuance date. As of September 29, 2024, the carrying amount of the September 2024 Notes was $ 92.6 million, which reflects a derivative liability of $ 92.1 million and convertible notes of $ 66.8 million, less an unamortized debt discount of $ 66.3 million. Interest expense recognized on the 7.0% Notes was $ 0.05 million in each of the thirteen and thirty-nine weeks ended September 29, 2024. 2018 Bridge Notes In December 2018, Solaria Corporation issued senior subordinated convertible secured notes (“2018 Notes”) totaling approximately $ 3.4 million in exchange for cash. The 2018 Notes bear interest at the rate of 8 % per annum and the investors are entitled to receive twice the face value of the 2018 Notes at maturity. The 2018 Notes were secured by substantially all of the assets of Solaria Corporation. In 2021, the 2018 Notes were amended extending the maturity date to December 13, 2022. In connection with the 2021 amendment, Solaria had issued warrants to purchase shares of Series E-1 redeemable convertible preferred stock of Solaria. The warrants were exercisable immediately in whole or in part at and expire on December 13, 2031. As part of the Business Combination with Complete Solar, all the outstanding warrants issued to the lenders were assumed by the parent company, Complete Solaria. The 2018 Notes were secured by substantially all of the assets of Complete Solaria. In December 2022, the Company entered into an amendment to the 2018 Notes extending the maturity date from December 13, 2022 to December 13, 2023 . In connection with the amendment, the 2018 Notes continued to bear interest at 8 % per annum and were entitled to an increased repayment premium from 110 % to 120 % of the principal and accrued interest at the time of repayment. The Company concluded that the amendment represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the amended terms resulted in a concession to the Company. As the future undiscounted cash payments under the modified terms exceeded the carrying amount of the 2018 Notes on the date of modification, the modification was accounted for prospectively. The incremental repayment premium was being amortized to interest expense using the effective interest rate method. Interest expense recognized for the thirteen weeks ended September 29, 2024 and October 1, 2023 was zero and $ 0.3 million, respectively. Interest expense recognized for the thirty-nine weeks ended September 29, 2024 and October 1, 2023 was $ 0.7 million and $ 1.0 million, respectively. The 2018 Bridge Notes were settled as part of the Exchange Agreement disclosed above. In connection with the Exchange Agreement, the balance of $ 1.7 million of the 2018 Notes was exchanged for the 12 % Kline Hill Notes. In July 2024, the Company issued $ 8.0 million of senior unsecured convertible notes and 1,500,000 shares of the Company’s common stock in exchange for the cancellation of all indebtedness with Kline Hill. Such indebtedness was comprised of the 2018 Notes of $ 11.7 million, the portion of the Revolving Loan assigned to Kline Hill of $ 3.9 million, and the Secured Credit Facility of $ 13.1 million. The Company concluded that the exchange represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the new terms under the convertible notes resulted in a concession to the Company. As the carrying amount of the debt exceeded the future undiscounted cash payments under the new terms on the date of the exchange, the Company recorded a gain on the troubled debt restructuring of $ 7.3 million. The convertible notes have the same terms and conditions as the July 2024 Notes. 28 Revolver Loan In October 2020, Solaria entered into a loan agreement (“SCI Loan Agreement”) with Structural Capital Investments III, LP (“SCI”). The SCI Loan Agreement was comprised of two facilities, a term loan (the “Term Loan”) and a revolving loan (the “Revolving Loan”) (together “Original Agreement”) for $ 5.0 million each with a maturity date of October 31, 2023. Both the Term Loan and the Revolving Loan were fully drawn upon closing. The Term Loan was repaid prior to the acquisition of Solaria by Complete Solar and was not included in the Business Combination. The Revolving Loan had a term of thirty-six months, with the principal due at the end of the term and an annual interest rate of 7.75 % or Prime rate plus 4.5 %, whichever was higher. The SCI Loan Agreement required the Company to meet certain financial covenants relating to the maintenance of a specified restricted cash balance, achieve specified revenue targets and maintain specified contribution margins (“Financial Covenants”) over the term of the Revolving Loan. The Revolving Loan was collateralized by substantially all assets and property of the Company. In the years ended December 31, 2022 and December 31, 2021, Solaria entered into several Amended and Restated Loan and Security Agreements with SCI to forbear SCI from exercising any rights and remedies available to it as a result of the Company not meeting certain Financial Covenants required by the Original Agreement. As a result of these amendments changes were made to the Financial Covenants, and Solaria recorded a total of $ 1.9 million in amendment fees which amount was recorded in Other Liabilities, and this liability was included in the assumed liabilities for purchase price accounting. Solaria had historically issued warrants to purchase shares of Series E-1 redeemable convertible preferred stock of Solaria (“SCI Series E-1 warrants”). The warrants were fully exercisable in whole or in part at any time during the term of the Original agreement. As part of the Business Combination with Complete Solar, all the outstanding SCI Series E-1 warrants were assumed by the parent company, Complete Solaria. In October 2023, the Company entered into an Assignment Agreement whereby Structural Capital Investments III, LP assigned the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, (collectively “Kline Hill”) and Rodgers Massey Revocable Living Trust for a total purchase price of $ 5.0 million. The Company has identified this arrangement as a related party transaction, as discussed in Note 19 – Related Party Transactions. A portion of the SCI Revolving Loan was cancelled as part of the Exchange Agreement disclosed above and as discussed in the 2018 Bridge Notes section above. In connection with the Exchange Agreement, $ 3.9 million of the Revolving Loan was exchanged for the 12 % Kline Hill Notes, the accounting for which is described above under the 2018 Bridge Notes. The portion of the Revolving Loan owing to the Rodgers Massey Revocable Living Trust of $ 1.6 million remains outstanding as of September 29, 2024. Interest expense recognized for the thirteen-week periods ended September 29, 2024 and October 1, 2023 was zero and $ 0.2 million, respectively. Interest expense recognized for the thirty-nine weeks ended September 29, 2024 and October 1, 2023, was $ 0.4 million and $ 0.5 million, respectively. The interest expense recognized in 2024 is deemed to be related party interest expense. Secured Credit Facility In December 2022, the Company entered into a secured credit facility agreement with Kline Hill Partners IV SPV LLC and Kline Hill Partners Opportunity IV SPV LLC (“Secured Credit Facility”). The Secured Credit Facility agreement allowed the Company to borrow up to 70 % of the net amount of its eligible vendor purchase orders with a maximum amount of $ 10.0 million at any point in time. The purchase orders were backed by relevant customer sales orders which served as collateral. The amounts drawn under the Secured Credit Facility were eligible to be reborrowed provided that the aggregate borrowing did not exceed $ 20.0 million. The repayment terms under the Secured Credit Facility were the borrowed amount multiplied by 1.15x if repaid within 75 days and borrowed amount multiplied by 1.175x if repaid after 75 days. The Company could have repaid any borrowed amount without premium or penalty. Under the original terms, the Secured Credit Facility agreement was due to mature in April 2023. 29 The Company recognized interest expense of zero and zero related to the Secured Credit Facility during the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively. The Company recognized interest expense of $ 1.0 million and $ 3.1 million related to the Secured Credit Facility during the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively. The Secured Credit Facility was cancelled as part of the Exchange Agreement disclosed above, the accounting for which is described above under the 2018 Bridge Notes. Polar Settlement Agreement In September 2023, in connection with the Mergers, the Company entered into a settlement and release agreement with Polar Multi-Strategy Master Fund (“Polar”) for the settlement of a working capital loan that had been made by Polar to the Sponsor, prior to the closing of the Mergers. The settlement agreement required the Company to pay Polar $ 0.5 million in ten equal monthly installments and did not accrue interest. As of December 31, 2023, the balance owed to Polar was $ 0.3 million all of which was paid in the first quarter of 2024. Debt in CS Solis As part of the Reorganization described in Note 1(a) Organization - Description of Business, the Company received cash and recorded debt for an investment by Carlyle. The investment was made pursuant to a subscription agreement, under which Carlyle contributed $ 25.6 million in exchange for 100 Class B Membership Units of CS Solis and the Company contributed the net assets of Complete Solar, Inc. in exchange for 100 Class A Membership Units. The Class B Membership Units were mandatorily redeemable by the Company on the three-year anniversary of the effective date of the CS Solis amended and restated LLC agreement (February 14, 2025). The Class B Membership Units accrued interest that was payable upon redemption at a rate of 10.5 % (which was structured as a dividend payable based on 25 % of the investment amount measured quarterly), compounded annually, and subject to increases in the event the Company declared any dividends. In connection with the investment by Carlyle, the Company issued Carlyle a warrant to purchase 5,978,960 shares of the Company’s common stock at a price of $ 0.01 per share, of which, the purchase of 4,132,513 shares of the Company’s common stock is immediately exercisable. The Company has accounted for the mandatorily redeemable investment from Carlyle in accordance with ASC 480 and recorded the investment as a liability, which was accreted to its redemption value under the effective interest method. The Company recorded the warrants as a discount to the liability. On July 17 and July 18, 2023, and in connection with obtaining consent for the Mergers, Legacy Complete Solaria, FACT and Carlyle entered into an Amended and Restated Consent to the Business Combination Agreement (“Carlyle Debt Modification Agreement”) and an amended and restated warrant agreement (“Carlyle Warrant Amendment”), which modified the terms of the mandatorily redeemable investment made by Carlyle in Legacy Complete Solaria. The Carlyle Debt Modification Agreement accelerated the redemption date of the investment to March 31, 2024 subsequent to the modification. The acceleration of the redemption date of the investment resulted in the total redemption amount to be 1.3 times the principal at December 31, 2023. The redemption amount increased to 1.4 times the original investment as of March 31, 2024. Additionally, as part of the amendment, the parties entered into an amended and restated warrant agreement. As part of the Carlyle Warrant Amendment, Complete Solaria issued Carlyle a warrant to purchase up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $ 0.01 , which is inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. The warrants are classified as liabilities under ASC 815 and are recorded within warrant liability on the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. 30 In July 2024, the Company issued $ 10.0 million of senior unsecured convertible notes in exchange for the cancellation of all indebtedness with CS Solis of $ 37.2 million. The Company concluded that the exchange represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the new terms under the convertible notes resulted in a concession to the Company. As the carrying amount of the debt exceeded the future undiscounted cash payments under the new terms on the date of the exchange, the Company recorded a gain on the troubled debt restructuring of $ 12.5 million. The convertible notes have the same terms and conditions as the other convertible notes issued in July 2024 described above. For the thirteen weeks ended September 29, 2024 and October 1, 2023, the Company recorded accretion of the liability as interest expense of zero and $ 1.2 million, respectively, and made no payments of interest expense. For the thirty-nine weeks ended September 29, 2024 and October 1, 2023, the Company has recorded accretion of the liability as interest expense of $ 3.9 million and $ 2.7 million, respectively, and made no payments of interest expense. For the thirteen weeks ended September 29, 2024 and October 1, 2023, the Company recorded amortization of issuance costs as interest expense of zero and less than $ 0.1 million, respectively. For the thirty-nine weeks ended September 29, 2024 and October 1, 2023, the Company recorded amortization of issuance costs as interest expense of zero and $ 0.7 million, respectively. (14) SAFE Agreements First SAFE On January 31, 2024, the Company entered into a simple agreement for future equity (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”), a related party, in connection with the Purchaser investing $1.5 million in the Company. The First SAFE does not accrue interest. The First SAFE was initially convertible into shares of the Company’s common stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company would have issued and sold shares of its common stock at a fixed valuation (an “Equity Financing”), at a per share conversion price which was equal to the lower of (i) (a) $53.54 million divided by (b) the Company’s capitalization immediately prior to such Equity Financing (such conversion price, the “SAFE Price”), and (ii) 80% of the price per share of its common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the First SAFE, the Purchaser would have been automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of shares of common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) the Company’s capitalization immediately prior to such liquidity event (the “Liquidity Price”), subject to certain adjustments as set forth in the First SAFE. The First SAFE was convertible into a maximum of 1,431,297 shares of the Company’s common stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price per share of the Company’s common stock on January 31, 2024, multiplied by (ii) 80%. On April 21, 2024, the Company entered into an amendment (“First SAFE Amendment”) that converted the First SAFE investment of $1.5 million into 4,166,667 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE Agreement of $1.5 million, a credit to Additional paid-in-capital of $1.9 million and recognized expense of $0.4 million within Other expense, net in its unaudited condensed consolidated statement of operations. Second SAFE On February 15, 2024, the Company entered into a simple agreement for future equity (the “Second SAFE”) with the Purchaser, a related party, in connection with the Purchaser investing $3.5 million in the Company. The Second SAFE does not accrue interest. The Second SAFE was initially convertible into shares of the Company’s common stock upon the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i) the Second SAFE Price, and (ii) 80% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of the Company’s common stock equal to $3.5 million divided by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible into a maximum of 3,707,627 shares of the Company’s common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing per share price of its common stock on February 15, 2024, multiplied by (ii) 80%. 31 On April 21, 2024, the Company entered into an amendment (“Second SAFE Amendment”) that converted the Second SAFE investment of $3.5 million into 9,722,222 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE Agreement of $3.5 million, a credit to Additional paid-in-capital of $4.4 million and recognized expense of $0.9 million within Other expense, net in its unaudited condensed consolidated statement of operations. Third SAFE On May 13, 2024, the Company entered into a simple agreement for future equity (the “Third SAFE”) with the Purchaser, a related party, in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE is convertible into shares of the Company’s common stock upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its common stock in an Equity Financing, at a per share conversion price which is equal to 50% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummates a change of control prior to the termination of the Third SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as set forth in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company’s common stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Company’s common stock on May 13, 2024, multiplied by (ii) 50%. Given that the SAFE could be settled in cash or a variable number of shares, the Company has accounted for the instrument as a liability at its fair value. As of September 29, 2024, the Company estimated the fair value of the Third SAFE was $ 1.9 million based upon the assumptions disclosed in Note 3 – Fair Value Measurements. (15) Stock-Based Compensation In July 2023, the Company’s board of directors adopted and stockholders approved the 2023 Incentive Equity Plan (the “2023 Plan”). The 2023 Plan became effective immediately upon the closing of the Amended and Restated Business Combination Agreement. Initially, a maximum number of 8,763,322 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 of directors 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 incentive stock options (“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). Historically, awards were granted under the Amended and Restated Complete Solaria Omnibus Incentive Plan (“2022 Plan”), the Complete Solar 2011 Stock Plan (“2011 Plan”), the Solaria Corporation 2016 Stock Plan (“2016 Plan”) and the Solaria Corporation 2006 Stock Plan (“2006 Plan”) (together with the Complete Solaria, Inc. 2023 Incentive Equity Plan (“2023 Plan”), “the Plans”). The 2022 Plan is the successor to the Complete Solar 2021 Stock Plan, which was amended and assumed in connection with the acquisition of Solaria. 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. Under the Plans, the Company has granted service and performance-based stock options and restricted stock units (“RSUs”). 32 A summary of stock option activity for the thirty-nine weeks ended September 29, 2024 under the Plans is as follows: Options Outstanding Number of Shares Weighted Average Exercise Price per Share Weighted Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding—December 31, 2023 11,716,646 $ 3.48 8.53 $ 2,756 Options granted 6,121,251 0.93 Options exercised ( 421,546 ) 0.75 Options canceled ( 5,682,132 ) 1.54 Outstanding—September 29, 2024 11,734,219 $ 3.06 7.43 $ 14,356 Vested and expected to vest—September 29, 2024 11,734,219 $ 3.06 7.43 $ 14,356 Vested and exercisable—September 29, 2024 4,450,841 $ 4.44 5.25 $ 3,142 A summary of RSU activity for the thirty-nine weeks ended September 29, 2024 under the Plan is as follows: Number of RSUs Weighted Average Grant Date Fair Value Unvested at December 31, 2023 58,097 $ 2.07 Granted 2,466,284 $ –– Vested and released ( 88,215 ) $ –– Cancelled or forfeited –– $ –– Unvested at September 29, 2024 2,436,166 $ 1.78 Stock-based compensation expense The following table summarizes stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023 Cost of revenues $ 49 $ 20 $ 105 $ 51 Sales and marketing 196 143 490 337 General and administrative 1,271 1,416 3,491 1,933 Total stock-based compensation expense from continuing operations 1,516 1,579 4,086 2,321 Stock-based compensation from discontinued operations, net of tax — 535 — 1,835 Total stock-based compensation expense $ 1,516 $ 2,114 $ 4,086 $ 4,156 As of September 29, 2024, there was a total of $ 19.6 million and zero unrecognized stock-based compensation costs related to service-based options and RSUs, respectively. Such compensation cost is expected to be recognized over a weighted-average period of approximately 2.13 years for service-based options. (16) Employee Stock Purchase Plan The Company adopted an Employee Stock Purchase Plan (the “ESPP Plan”) in connection with the consummation of the Mergers in July 2023. All qualified employees may voluntarily enroll to purchase shares of the Company’s common stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock of the offering periods or the applicable purchase date. As of September 29, 2024, 2,628,996 shares were reserved for future issuance under the ESPP Plan. 33 (17) Commitments and Contingencies Warranty Provision The Company typically provides a 10 -year warranty on its solar energy system installations, which provides assurance over the workmanship in performing the installation, including roof leaks caused by the Company’s performance. For solar panel sales, the Company provides a 30 -year warranty that the products will be free from defects in material and workmanship. The Company will retain its warranty obligation associated with its panel sales, subsequent to the disposal of its panel business. The Company accrues warranty costs when revenue is recognized for solar energy systems sales and panel sales, based primarily on the volume of new sales that contain warranties, historical experience with and projections of warranty claims, and estimated solar energy system and panel replacement costs. The Company records a provision for estimated warranty expenses in cost of revenues within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Warranty costs primarily consist of replacement materials and equipment and labor costs for service personnel. Activity by period relating to the Company’s warranty provision was as follows (in thousands): Thirty-Nine Weeks Ended September 29, 2024 Year Ended December 31, 2023 Warranty provision, beginning of period $ 4,849 $ 3,981 Accruals for new warranties issued 830 2,968 Settlements ( 932 ) ( 2,100 ) Warranty provision, end of period $ 4,747 $ 4,849 Warranty provision, current $ 1,425 $ 1,433 Warranty provision, noncurrent $ 3,322 $ 3,416 Indemnification Agreements From time to time, in its normal course of business, the Company may indemnify other parties, with which it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. In the opinion of management, any liabilities resulting from these agreements will not have a material adverse effect on the business, financial position, results of operations, or cash flows. Legal Matters The Company is a party to various legal proceedings and claims which arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the reasonably possible loss. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company is not aware of any matters that may have a material adverse effect on its business, financial position, results of operations, or cash flows. The Company has recorded $ 7.7 million as a loss contingency in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheets as of both September 29, 2024 and December 31, 2023, respectively. SolarPark Litigation In January 2023, SolarPark Korea Co., LTD (“SolarPark”) demanded approximately $ 80.0 million during discussions between the Company and SolarPark. In February 2023, the Company submitted its statement of claim seeking approximately $ 26.4 million in damages against SolarPark. The ultimate outcome of this arbitration is currently unknown and could result in a material liability to the Company. However, the Company believes that the allegations lack merit and intends to vigorously defend all claims asserted. No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time. 34 On March 16, 2023, SolarPark filed a complaint against Solaria and the Company in the U.S. District Court for the Northern District of California (“the court”). The complaint alleges a civil conspiracy involving misappropriation of trade secrets, defamation, tortious interference with contractual relations, inducement to breach of contract, and violation of California’s Unfair Competition Law. The complaint indicates that SolarPark has suffered in excess of $ 220.0 million in damages. On May 11, 2023, SolarPark filed a motion for preliminary injunction to seek an order restraining the Company from using or disclosing SolarPark’s purported trade secrets, making or selling shingled modules other than those produced by SolarPark, and from soliciting solar module manufacturers to produce shingled modules using Solaria’s shingled patents. On May 18, 2023, the Company responded by filing a motion for partial dismissal and stay. On May 25, 2023, the Company filed an opposition to SolarPark’s motion for a preliminary injunction. On June 1, 2023, SolarPark filed an opposition to the Company’s motion for dismissal and stay and a reply in support of their motion for preliminary injunction. On June 8, 2023, the Company replied in support of its motion for partial dismissal and stay. On July 11, 2023, the court conducted a hearing to consider SolarPark and the Company’s respective motions. On August 2, 2023, the court issued a ruling, which granted the preliminary injunction motion with respect to any purported misappropriation of SolarPark’s purported trade secrets and ordering that the Company produce documents and communications exchanged between the Company and any manufacturer or potential manufacturer that describe or reference any of SolarPark’s mass-production trade secrets, as identified by SolarPark in the case. The court’s ruling does not prohibit the Company from producing shingled modules or from utilizing its own patents for the manufacture of shingled modules. The court denied SolarPark’s motion seeking a defamation injunction. The court denied the Company’s motion to dismiss and granted the Company’s motion to stay the entire litigation pending the arbitration in Singapore. On September 1, 2023, the Company filed a Limited Notice of Appeal to appeal the August 2023 order granting SolarPark’s motion for preliminary injunction. On September 26, 2023, the Company filed a Notice of Withdrawal of Appeal and will not appeal the Court’s Preliminary Injunction Order. Between August 2023 and March 2024, the parties were engaged in discovery negotiations and the Company produced documents to SolarPark. The Company produced its last set of documents on March 14, 2024. Since then, SolarPark has been reviewing the documents and the case has remained stayed. No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time. Siemens Litigation On July 22, 2021, Siemens Government Technologies, Inc. (“Siemens Government Technologies”) filed a lawsuit against Solaria Corporation in Fairfax Circuit Court (the “Court”) in Fairfax, Virginia. On July 27, 2023, Siemens Government Technologies, moved to amend the complaint to add Siemens Industry Inc. as a co-plaintiff. This motion was granted on August 25, 2023. On October 23, 2023, Siemens Government Technologies and Siemens Industry Inc. (collectively, “Siemens”) and Solaria Corporation stipulated to add SolarCA, LLC as a co-defendant. Solaria Corporation and SolarCA, LLC (collectively, the “Subsidiaries”) are both wholly-owned subsidiaries of Complete Solaria, Inc. In the lawsuit, Siemens alleged that the Subsidiaries breached express and implied warranties under a purchase order that Siemens placed with the Subsidiaries for a solar module system. Siemens claimed damages of approximately $ 6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees. On February 22, 2024, the Court issued an order against the Subsidiaries which awards Siemens approximately $ 6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorney’s fees, the amount of which would be determined at a later hearing. On March 15, 2024, Siemens filed a motion seeking to recover $ 2.67 million for attorneys’ fees, expenses, and pre- and post-judgment interest. The Company opposed Siemens’ motion for attorneys’ fees, expenses, and pre- and post-judgment interest on April 5, 2024. On June 17, 2024, the Court entered a final order which awards Siemens a total of $ 2.0 million in attorneys’ fees and costs. The Company has appealed these judgments. The Company recognized $ 6.9 million as a legal loss related to this litigation in 2023, and in 2024, the Company recorded an additional accrual for $ 2.0 million for attorneys’ fees, expenses, and pre-judgment interest, in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheets as of September 29, 2024. This legal loss was recognized in loss from discontinued operations, net of tax on the unaudited condensed consolidated statements of operations and comprehensive loss. The Company recorded $ 6.9 million as a legal loss related to this litigation, excluding amounts for attorneys’ fees and costs, in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheet as of December 31, 2023. 35 Letters of Credit The Company had $ 3.8 million of outstanding letters of credit related to normal business transactions as of September 29, 2024. These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. As discussed in Note 2 – Summary of Significant Accounting Policies, the cash collateral in these restricted cash accounts was $ 3.8 million at each of September 29, 2024 and December 31, 2023. (18) Basic and Diluted Net Loss Per Share The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the thirteen and thirty-nine week periods ended September 29, 2024 and October 1, 2023. Undistributed earnings for each period are allocated to participating securities, including the redeemable convertible preferred stock, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. At September 29, 2024, there were no redeemable shares of convertible preferred stock. The Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during periods with undistributed losses. The unaudited basic and diluted shares and net loss per share for the thirteen and thirty-nine week periods ended October 1, 2023 have been retroactively restated to give effect to the conversion of shares of legal acquiree’s convertible instruments into shares of legal acquiree common stock as though the conversion had occurred as of the beginning of the period. The retroactive restatement is consistent with the presentation on the accompanying unaudited condensed consolidated statements of stockholders’ deficit. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the thirteen and thirty-nine week periods ended September 29, 2024 and October 1, 2023 (in thousands, except share and per share amounts): Thirteen Weeks Ended Thirty-Nine Weeks Ended September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023 Numerator: Net loss from continuing operations $ ( 77,958 ) $ ( 50,973 ) $ ( 101,433 ) $ ( 73,448 ) Net loss from discontinued operations — ( 155,909 ) ( 2,007 ) ( 168,458 ) Net loss $ ( 77,958 ) $ ( 206,882 ) $ ( 103,440 ) $ ( 241,906 ) Denominator: Weighted average common shares outstanding, basic and diluted 75,348,627 39,821,078 61,868,747 16,969,979 Net loss per share: Continuing operations – basic and diluted $ ( 1.03 ) $ ( 1.28 ) $ ( 1.64 ) $ ( 4.33 ) Discontinued operations – basic and diluted $ — $ ( 3.92 ) $ ( 0.03 ) $ ( 9.92 ) Net loss per share – basic and diluted $ ( 1.03 ) $ ( 5.20 ) $ ( 1.67 ) $ ( 14.25 ) The computation of basic and diluted net loss per share attributable to common stockholders is the same for the thirteen and thirty-nine week periods ended September 29, 2024, and October 1, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive: As of September 29, 2024 October 1, 2023 Common stock warrants 31,670,265 23,626,132 Common stock issuable for convertible notes 58,579,636 ⸺ Stock options and RSUs issued and outstanding 14,170,385 7,013,514 Potential common shares excluded from diluted net loss per share 104,420,286 30,639,646 36 (19) Related Party Transactions From October 2022 through June 2023, the Company issued convertible promissory notes (“2022 Convertible Notes”) of approximately $ 33.3 million to various investors, out of which $ 12.1 million was issued to five related parties. Additionally, the Company acquired a related party convertible note, on the same terms as the 2022 Convertible Notes as part of the acquisition of Solaria, with a fair value of $ 6.7 million at the time of the acquisition. The 2022 Convertible Notes accrued interest at a rate of 5 % per annum. Immediately prior to the closing of the Mergers, the 2022 Convertible Notes were converted into the number of shares of common stock of Complete Solaria equal to (x) the principal amount together with all accrued interest of the 2022 Convertible 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 Amended and Restated Business Combination Agreement. This resulted in the issuance of 5,316,460 shares of Complete Solaria common stock to the noteholders and no debt remains outstanding associated with the 2022 Convertible Notes as of December 31, 2023. For the thirteen week periods ended September 29, 2024 and October 1, 2023, the Company recognized zero and less than $ 0.1 million, respectively, in interest expense related to the related party 2022 Convertible Notes. For the thirty-nine week periods ended September 29, 2024 and October 1, 2023, the Company recognized zero and $ 0.4 million, respectively, in interest expense related to the related party 2022 Convertible Notes. In June 2023, the Company received $ 3.5 million of prefunded PIPE proceeds from a related party investor in conjunction with the Company’s merger with Freedom Acquisition I Corp. In July 2023, in connection with the Mergers, in addition to the $ 3.5 million of related party PIPE proceeds noted above, the Company received additional PIPE proceeds from related parties of $ 12.1 million. In July 2023, in connection with the Mergers, the Company issued 120,000 shares to a related party as a transaction bonus. Refer to Note 1(a) – Description of Business and Note 4 – Reverse Recapitalization for further discussion. In July 2023, the Company entered into a series of FPAs as described in Note 5 – Forward Purchase Agreements. In connection with the FPAs, the Company recognized other expense of $ 30.7 million for each of the thirteen and thirty-nine week periods ended October 1, 2023 in connection with the issuance of 5,670,000 shares of the Company’s common stock to the related party FPA Sellers. The Company recognized other income of $ 0.3 million in connection with the issuance of the FPAs with related parties. The Company has recognized an asset associated with the FPAs of $ 0.9 million and a liability of $ 3.2 million due to related parties in its unaudited condensed consolidated balance sheets as of September 29, 2024 and December 31, 2023, respectively. The change in fair value of the forward purchase liabilities with related parties amounted to income of $ 6.5 million for the thirteen weeks ended September 29, 2024, and $ 4.1 million for the thirty-nine weeks ended September 29, 2024, respectively. The change in the fair value of the forward purchase liabilities with related parties amounted to expense of $ 5.9 million for the thirteen and thirty-nine week periods ended October 1, 2023. In September 2023, in connection with the Mergers, the Company entered into a settlement and release agreement with a related party for the settlement of a working capital loan made to the Sponsor, prior to the closing of the Mergers. As part of the settlement agreement, the Company agreed to pay the related party $ 0.5 million as a return of capital, which is paid in ten equal monthly installments and does not accrue interest. The Company paid $ 0.2 million in 2023 and the remaining balance of $ 0.3 million was paid in the thirteen-week period ended March 31, 2024. In October 2023, the Company entered into an Assignment Agreement whereby Structural Capital Investments III, LP assigned the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, (collectively “Kline Hill”) and Rodgers Massey Revocable Living Trust, a related party, for a total purchase price of $ 5.0 million. The Kline Hill portion of the obligation was cancelled per the terms of the Exchange Agreement as discussed in Note 13 – Borrowings and Derivative Liabilities. The portion of the Revolving Loan owing to the Rodgers Massey Revocable Living Trust of $ 1.6 million remains outstanding as of September 29, 2024. 37 Three SAFEs, as described in Note 14 –SAFE Agreements, entered into during the thirty-nine weeks ended September 29, 2024 were with the Rodgers Massey Freedom and Free Markets Charitable Trust, a related party. The Company received proceeds from the SAFEs totaling $ 6.0 million in exchange for debt that may be converted into shares of the Company’s common stock. Two SAFEs issued in the first quarter of 2024, totaling $ 5.0 million were converted into 13,888,889 shares of the Company’s common stock during the thirty-nine weeks ended September 29, 2024. The Company recognized a loss of $ 1.3 million in connection with the conversion of these two SAFEs. In July 2024, the Company entered into a note purchase agreement and issued a 12 % convertible note to an affiliate of the Company’s CEO, T. J. Rodgers, in the original principal amount of $ 18.0 million in exchange for cash. The 12 % convertible note is payable in full on July 1, 2029 . Interest expense recognized on the note was $ 0.5 million in the thirteen and thirty-nine weeks ended September 29, 2024. The Company also recognized $ 0.4 million of amortization expense in each of the thirteen and thirty-nine week periods ended September 29, 2024, in connection with the 12 % convertible notes issued to the related party. In September 2024, the Company issued $ 8.0 million principal amount of 7.0 % Notes to affiliates of the Company’s CEO, T.J. Rodgers. Interest expense in the condensed consolidated statement of operations and comprehensive loss includes $ 0.1 million relating to the 7.0 % Notes issued by the Company to the related party. There were no other material related party transactions during the thirteen and thirty-nine week periods ended September 29, 2024 and October 1, 2023. (20) Subsequent Events Acquisition of Select Assets of SunPower Corporation On August 5, 2024, the Company entered into an Asset Purchase Agreement (the “APA”) among the Company, SunPower Corporation and its direct and indirect subsidiaries (collectively “SunPower”) providing for the sale and purchase of certain assets relating to SunPower’s Blue Raven Solar business and certain assets relating to the new homes and non-installing dealer network activities previously operated by SunPower (the “Acquired Assets”). The APA was entered into in connection with a voluntary petition filed by SunPower under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532 (“Bankruptcy Code”). The sale by SunPower was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware. The Company completed the acquisition of the Acquired Assets effective September 30, 2024, in consideration for a cash purchase price of $ 45.0 million. The initial accounting for the business combination is incomplete at this time due to the close proximity of the acquisition close date to the issuance date of these unaudited condensed consolidated financial statements. In connection with the closing of the transaction under the APA, on September 30, 2024, the Company and SunPower entered into a Transition Services Agreement (the “TSA”) pursuant to which SunPower shall use commercially reasonable efforts to perform specified forward transition services relating to the Acquired Assets for the period set forth in the TSA. Additionally, during such transition services period, the Company shall use commercially reasonable efforts to perform specified reverse transition services to SunPower. The TSA terminates upon a confirmed Chapter 11 plan of SunPower. As consideration for the forward transition services provided by SunPower under the TSA, the Company will pay SunPower for the cost of services provided as defined in Annex A to the TSA, including (a) specified license renewal and transfer fees, software license costs, employee costs, costs associated with insurance coverage, costs associated with banking services, certain facility costs, and certain other costs specified in the TSA, plus (b) all actual or necessary costs and out-of-pocket expenses incurred by SunPower in connection with the provision of the transition services, including for time spent by SunPower personnel and contractors in performing the forward transition services as defined in the TSA, plus (c) any additional license fees, consent costs, temporary right-of-use fees, royalties, or other amounts payable to any third party that may be necessary for SunPower to provide the forward transition services. The Company will not receive any fees or remuneration for the reverse transition services provided by the Company to SunPower. 38 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024, and related management’s discussion and analysis in Item 7 of the Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q. Please also see the section titled “Special Note Regarding Forward-Looking Statements.” Overview Complete Solaria was formed in November 2022 through the merger of Complete Solar Holding Corporation, a Delaware corporation (“Complete Solar”), and The Solaria Corporation, a Delaware corporation (such entity, “Solaria,” and such transaction, the “Business Combination”). Founded in 2010, Complete Solar created a technology platform to offer clean energy products to homeowners by enabling a national network of sales partners and build partners. Our sales partners generate solar installation contracts with homeowners on our behalf. To facilitate this process, we provide the software tools, sales support and brand identity to its sales partners, making them competitive with national providers. This turnkey solution makes it easy for anyone to sell solar. We fulfill our customer contracts by engaging with local construction specialists. We manage the customer experience and complete all pre-construction activities prior to delivering build-ready projects including hardware, engineering plans, and building permits to its builder partners. We manage and coordinate this process through our proprietary HelioTrack TM software system. We impaired the value of our HelioTrack TM software as this software has no future use following the completion of the migration to software acquired as part of the SunPower acquisition. Refer to Note 20 – Subsequent Events in our unaudited condensed consolidated financial statements for a further description of the SunPower acquisition. Our fiscal quarters are thirteen-week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. There is substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming we will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to our ability to continue as a going concern. Growth Strategy and Outlook Complete Solaria’s growth strategy contains the following elements: ● Increase revenue by expanding installation capacity and developing new geographic markets - We continue to expand our network of partners who will install systems resulting from sales generated by our sales partners. By leveraging this network of skilled builders, we aim to increase our installation capacity in our traditional markets and expand our offering into new geographies throughout the United States. This will enable greater sales growth in existing markets and create new revenue in expansion markets. ● Increase revenue and margin by engaging national-scale sales partners - We aim to offer a turnkey solar solution to prospective sales partners with a national footprint. These sales partners include electric vehicle manufacturers, national home security providers, and real estate brokerages. We expect to create a consistent offering with a single execution process for such sales partners throughout their geographic territories. These national accounts have unique customer relationships that we believe will facilitate meaningful sales opportunities and low cost of acquisition to both increase revenue and improve margin. 39 The Mergers We entered into an Amended and Restated Business Combination Agreement with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of Freedom Acquisition I Corp. (“FACT”) (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of FACT (“Second Merger Sub”), and Solaria on October 3, 2022 (“Merger”). The Merger was consummated on July 18, 2023. Upon the terms and subject to the conditions of the Merger, (i) First Merger Sub merged with and into Complete Solaria with Complete Solaria surviving as a wholly-owned subsidiary of FACT (the “First Merger”), (ii) immediately thereafter and as part of the same overall transaction, Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of FACT (the “Second Merger”), and FACT changed its name to “Complete Solaria, Inc.” and Second Merger Sub changed its name to “CS, LLC” and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction, Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of FACT and changed its name to “The SolarCA LLC” (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the “Additional Merger”, and together with the First Merger and the Second Merger, the “Mergers”). The Mergers between Complete Solaria and FACT has been accounted for as a reverse recapitalization. Under this method of accounting, FACT is treated as the acquired company for financial statement reporting purposes. This determination was primarily based on us having a majority of the voting power of the post-combination company, our senior management comprising substantially all of the senior management of the post-combination company, and our operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Mergers have been treated as the equivalent of a capital transaction in which Complete Solaria is issuing stock for the net assets of FACT. The net assets of FACT have been stated at historical cost, with no goodwill or other intangible assets recorded. Disposal Transaction In October 2023, we completed the sale of our solar panel business (“Disposal Transaction”) to Maxeon, Inc. (“Maxeon”), pursuant to the terms of an asset purchase agreement (“Disposal Agreement”). Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria, for an aggregate purchase price of approximately $11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares. As part of the Disposal Transaction, we determined that the criteria were met for the “held for sale” and discontinued operations classifications as of the end of our third fiscal quarter in 2023 as the divestiture represented a strategic shift in our business. We recorded an impairment charge of $147.5 million associated with the recording of the assets as held for sale during the year ended December 31, 2023. As of December 31, 2023, we had sold all the shares of Maxeon and recorded a loss of $4.2 million attributable to the sale of this investment. Below, we have discussed our historical results of continuing operations which excludes product revenues and related metrics of our solar panel business, as all results of operations associated with the solar panel business have been presented as discontinued operations, unless otherwise noted. Key Financial Definitions/Components of Results of Operations Revenues We generate revenue by providing customer solar solutions through a standardized platform to our residential solar providers and companies to facilitate the sale and installation of solar energy systems. Our contracts consist of two performance obligations: solar installation services and post-installation services that are performed prior to inspection by the authority having jurisdiction. The majority of our service revenue is recognized at a point in time upon the completion of the installation and the remainder is recognized upon inspection. Service revenue is recognized net of a reserve for the performance guarantee of solar output. 40 We enter into three types of customer contracts for solar energy installations. The majority of our service revenue is recognized through contracts where the homeowner enters into a power purchase agreement with our distribution partner. We perform the solar energy installation services on behalf of our distribution partner, who owns the solar energy system upon installation. Additionally, we enter into a Solar Purchase and Installation Agreement directly with homeowners, whereby the homeowner either pays cash or obtains financing through a third-party loan partner. In cash contracts with homeowners, we recognize service revenue based on the price we charge to the homeowner. We record service revenue in the amount received from the financing partner, net of any financing fees charged to the homeowner, which we consider to be a customer incentive. As part of our service revenue, we also enter into contracts to provide our software enhanced service offerings, including design and proposal services, to customers that include solar installers and solar sales organizations. We perform these leveraging our HelioQuote TM platform and other software tools to create computer aided drawings, structural letters, and electrical reviews for installers and proposals for installers. We charge a fixed fee per service offering, which we recognize in the period the service is performed. Operating Expenses Cost of Revenues Cost of revenues consists primarily of the cost of solar energy systems, installation and other subcontracting costs. Cost of revenues also includes associated warranty costs, shipping and handling and allocated overhead costs. Sales Commissions Sales commissions are direct and incremental costs of obtaining customer contracts. These costs are paid to third-party vendors who source residential customer contracts for the sale of solar energy systems. Sales and Marketing Sales and marketing expenses primarily consist of personnel related costs, including salaries and employee benefits, stock-based compensation, and other promotional and advertising expenses. We expense certain sales and marketing, including promotional expenses, as incurred. General and Administrative General and administrative expenses consist primarily of personnel and related expenses for our employees, in our finance, research, engineering, and administrative teams including salaries, bonuses, payroll taxes, and stock-based compensation. It also consists of legal, consulting, and professional fees, rent expenses pertaining to our offices, business insurance costs, depreciation and amortization of internally developed software, investor relations and other costs. We expect an increase in audit, tax, accounting, legal and other costs related to compliance with applicable securities and other regulations, as well as additional insurance, investor relations, and other costs associated with being a public company. Interest Expense Interest expense primarily relates to interest expense on the issuance of debt and convertible notes and the amortization of debt issuance costs. Other Expense, Net Other expense, net consists of loss on issuance and remeasurement of derivative liability, changes in the fair value of forward purchase agreements and warrant liabilities, loss on the conversion of two SAFE Agreements to shares of common stock, and other costs. Income Tax Expense Income tax expense primarily consists of income taxes in certain foreign and state jurisdictions in which we conduct business. 41 Supply Chain Constraints and Risk We rely on a small number of suppliers of solar energy systems and other equipment. If any of our suppliers was unable or unwilling to provide us with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to us, we would have very limited alternatives for supply, and we may not be able find suitable replacements for our customers, or at all. Such an event could materially adversely affect our business, prospects, financial condition and results of operations. In addition, the global supply chain and our industry have experienced significant disruptions in recent periods. We have seen supply chain challenges and logistics constraints increase, including shortages of panels, inverters, batteries and associated component parts for inverters and solar energy systems available for purchase, which materially impacted our results of operations. In an effort to mitigate unpredictable lead times, we experienced a substantial build up in inventory on hand commencing in early 2022 in response to global supply chain constraints. In certain cases, the global supply chain constraints have caused delays in critical equipment and inventory, longer lead times, and has resulted in cost volatility. These shortages and delays can be attributed in part to the residual effects of the COVID-19 pandemic and resulting government action, as well as broader macroeconomic conditions, and have been exacerbated by the conflicts in Ukraine and Israel. While we believe that a majority our suppliers have secured sufficient supply to permit them to continue delivery and installations through the end of March 2025, if these shortages and delays persist, they could adversely affect the timing of when battery energy storage systems can be delivered and installed, and when (or if) we can begin to generate revenue from those systems. If any of our suppliers of solar modules experienced disruptions in the supply of the modules’ component parts, for example semiconductor solar wafers or inverters, this may decrease production capabilities and restrict our inventory and sales. In addition, we have experienced and are experiencing varying levels of volatility in costs of equipment and labor resulting in part from disruptions caused by general global economic conditions. While inflationary pressures have resulted in higher costs of products, in part due to an increase in the cost of the materials and wage rates, these additional costs have been offset by the related rise in electricity rates. We cannot predict the full effects the supply chain constraints will have on our business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. Given the dynamic nature of these circumstances on our ongoing business, results of operations and overall financial performance, the full impact of macroeconomic factors, including the conflicts in Ukraine and Israel, cannot be reasonably estimated at this time. In the event we are unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect our business, prospects, financial condition and results of operations. For additional information on risk factors that could impact our results, please refer to “ Risk Factors ” located elsewhere in this Quarterly Report on Form 10-Q. Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other instances, changes in the accounting estimates are reasonably likely to occur from period-to-period. Actual results could differ significantly from our estimates. Our future financial statements will be affected to the extent that our actual results materially differ from these estimates. For further information on all of our significant accounting policies, see Note 2 - Summary of Significant Accounting Policies, to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We believe that policies associated with our revenue recognition, product warranties, inventory excess and obsolescence, allowance for credit losses, and stock-based compensation have the greatest impact on our unaudited condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. 42 Revenue Recognition We recognize revenue when control of goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Revenue - Solar Energy System Installations The majority of our revenue is generated from the installation of solar energy systems. We identify two performance obligations, which include installation services and post-installation services, and we recognize revenue when control transfers to the customer, upon the completion of the installation and upon the solar energy system passing inspection by the authority having jurisdiction, respectively. We apply judgment in allocating the transaction price between the installation and post-installation performance obligations, based on the estimated costs to perform our services. Changes in such estimates could have a material impact on the timing of our revenue recognition. Revenue - Software Enhanced Services We recognize revenue from software enhanced services, which include proposals generated from our HelioQuote TM platform and design services performed using internally developed and external software applications. We contract with solar installers to generate proposals, and we contract with solar sales entities to perform design services for their potential customers. Under each type of customer contract, we generate a fixed number of proposals or designs for the customer in the month the services are contracted. Contracts with customers are enforceable on a month-to-month basis and we recognize revenue each month based on the volume of services performed. Product Warranties We typically provide a 10-year warranty on our solar energy system installations, which provides assurance over the workmanship in performing the installation, including roof leaks caused by our performance. For solar panel sales recognized prior to the Disposal Transaction, we provide a 30-year warranty that the products will be free from defects in material and workmanship. We record a liability for estimated future warranty claims based on historical trends and new installations. To the extent that warranty claim behavior differs from historical trends, we may experience a material change in our warranty liability. Inventory Excess and Obsolescence Our inventory consists of completed solar energy systems and related components, which we classify as finished costs. We record a reserve for inventory which is considered obsolete or in excess of anticipated demand based on a consideration of marketability and product life cycle stage, component cost trends, demand forecasts, historical revenues, and assumptions about future demand and market conditions. We apply judgment in estimating the excess and obsolete inventory, and changes in demand for our inventory components could have a material impact on our inventory reserve balance. Allowance for Credit Losses We maintain an allowance for credit losses for estimated losses inherent in our accounts receivable portfolio. We apply judgment in estimating the required allowance by considering historical losses adjusted to take into account current market conditions and our customers’ financial condition, the amount of receivables in dispute, the current receivables aging and our customers’ payment patterns. Stock-Based Compensation We recognize stock-based compensation expense over the requisite service period on a straight-line basis for all stock-based payments that are expected to vest to employees, non-employees and directors, including grants of employee stock options and other stock-based awards. Equity-classified awards issued to employees and non-employees, such as consultants and non-employee directors, are measured at the grant-date fair value of the award. Forfeitures are recognized as they occur. 43 For accounting purposes, prior to the Business Combination, the fair value of the shares of common stock underlying stock options had historically been determined by our board of directors. Because there had been no public market for our common stock, the board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including important developments in our operations, sales of redeemable convertible preferred stock, actual operating results and financial performance, the conditions in the renewable solar energy industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of our common stock, among other factors. Following the Business Combination, the fair value of common stock is based on the closing stock price on the date of grant as reported on the Nasdaq Global Select Market. We estimate the grant-date fair value of stock options using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock prior to the Mergers, the expected term of the option, the expected volatility of the price of our common stock and expected dividend yield. We determine these inputs as follows: ● Expected Term - Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method. ● Expected Volatility - Expected volatility is estimated by studying the volatility of comparable public companies for similar terms. ● Expected Dividend - The Black-Scholes valuation model calls for a single expected dividend yield as an input. We have never paid dividends and have no plans to pay dividends. ● Risk-Free Interest Rate - We derive the risk-free interest rate assumption from the U.S. Treasury’s rates for the U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued. If any assumptions used in the Black-Scholes option pricing model change significantly, stock-based compensation for future awards may differ materially compared to the awards granted previously. For the thirteen-week periods ended September 29, 2024 and October 1, 2023, stock-based compensation expense was $1.5 million and $2.1 million, respectively, of which zero and $0.5 million, respectively, related to discontinued operations. For the thirty-nine-week periods ended September 29, 2024 and October 1, 2023, stock-based compensation expense was $4.1 million and $4.2 million, respectively, of which zero and $1.8 million, respectively, related to discontinued operations. As of September 29, 2024, we had approximately $19.6 million of total unrecognized stock-based compensation expense related to stock options. Recent Accounting Pronouncements A discussion of recently issued accounting standards applicable to Complete Solaria is described in Note 2 - Summary of Significant Accounting Policies, in the accompanying notes to the unaudited condensed consolidated financial statements. 44 Results of Operations Thirteen weeks ended September 29, 2024 compared to the thirteen weeks ended October 1, 2023 The following table sets forth our unaudited statements of operations data for the thirteen weeks ended September 29, 2024 and October 1, 2023. We have derived this data from our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. This information should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The results of historical periods are not necessarily indicative of the results of operations for any future period. (in thousands) Thirteen Weeks Ended September 29, 2024 Thirteen Weeks Ended October 1, 2023 $ Change % Change Revenues $ 5,536 $ 24,590 $ (19,054 ) (77 )% Cost of revenues (1) 8,693 18,354 (9,661 ) (53 )% Gross (loss) profit (3,157 ) 6,236 (9,393 ) (151 )% Gross margin % (57 )% 25 % Operating expenses: Sales commissions 7,270 8,755 (1,485 ) (17 )% Sales and marketing (1) 1,093 2,214 (1,121 ) (51 )% General and administrative (1) 18,450 6,345 12,105 191 % Total operating expenses 26,813 17,314 9,499 55 % Loss from continuing operations (29,970 ) (11,078 ) (18,892 ) 171 % Interest expense (2) (2,338 ) (1,902 ) (436 ) 23 % Interest income 86 9 77 856 % Other expense, net (3) (65,684 ) (38,003 ) (27,681 ) 73 % Gain on extinguishment of debt 19,948 — 19,948 * Net loss from continuing operations before taxes (77,958 ) (50,974 ) (26,984 ) 53 % Income tax benefit (provision) — 1 (1 ) (100 )% Net loss from continuing operations $ (77,958 ) $ (50,973 ) $ (26,985 ) 53 % * Percentage not meaningful. (1) Includes stock-based compensation expense as follows (in thousands): Thirteen Weeks Ended September 29, 2024 Thirteen Weeks Ended October 1, 2023 Cost of revenues $ 49 $ 20 Sales and marketing 196 143 General and administrative 1,271 1,416 Stock-based compensation from continuing operations 1,516 1,579 Stock-based compensation expense included in discontinued operations — 535 Total stock-based compensation expense $ 1,516 $ 2,114 (2) Includes interest expense to related party of $1.0 million and less than $0.1 million during the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively. (3) Includes expense of $12.0 million and $36.9 million attributed to related parties during the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively. 45 Revenues We disaggregate our revenues based on the following types of services (in thousands): Thirteen Weeks Ended Thirteen Weeks Ended September 29, 2024 October 1, 2023 $ Change % Change Solar energy system installations $ 5,536 $ 23,915 $ (18,379 ) (77 )% Software enhanced services — 675 (675 ) (100 )% Total revenue $ 5,536 $ 24,590 $ (19,054 ) (77 )% Revenues from solar energy system installations for the thirteen weeks ended September 29, 2024 were $5.5 million compared to $23.9 million for the thirteen weeks ended October 1, 2023. The decrease in solar energy system installation revenues of $18.4 million was primarily due to a decrease in the volume of solar energy system installations. Revenues from software enhanced services for the thirteen weeks ended September 29, 2024 were zero compared to $0.7 million for the thirteen weeks ended October 1, 2023. The decrease was the result of a shift in focus towards solar energy installations. Cost of Revenues Cost of revenues for the thirteen weeks ended September 29, 2024 was $8.7 million compared to $18.4 million for the thirteen weeks ended October 1, 2023. The decrease in cost of revenues of $9.7 million, or 53%, was primarily due to the decrease in revenue of 77% and emphasis on managing costs. Gross Margin Gross margin for the thirteen weeks ended September 29, 2024 was negative 57% compared to 25% for the thirteen weeks ended October 1, 2023. The decline in the gross margin was principally attributable to the decrease in revenues, certain fixed costs included within cost of revenues, and write-offs of inventory. Sales Commissions Sales commissions for the thirteen weeks ended September 29, 2024 were $7.3 million compared to $8.8 million for the thirteen weeks ended October 1, 2023. The decrease of $1.5 million, or 17%, was primarily due to the decrease in revenues. Sales and Marketing Sales and marketing expense for the thirteen weeks ended September 29, 2024 was $1.1 million compared to $2.2 million for the thirteen weeks ended October 1, 2023. The decrease is attributable to a reduction in workforce. General and Administrative General and administrative costs for the thirteen weeks ended September 29, 2024 was $18.5 million compared to $6.3 million for the thirteen weeks ended October 1, 2023. The increase was primarily attributed to the impairment of our proprietary HelioTrack TM software system, an increase in accounts receivable reserve, and recognition of the Ayna warrants expense during the period. Interest Expense Interest expense was $2.3 million for the thirteen weeks ended September 29, 2024 compared to $1.9 million for the thirteen weeks ended October 1, 2023. The increase of $0.4 million was due to an increase in interest expense arising from our convertible notes of $2.2 million, partially offset with the decrease of $1.8 million in interest expense due to the termination of the CS Solis debt, SCI Revolving Loan, and 2018 Bridge Loan. 46 Other Expense, Net Other expense, net for the thirteen weeks ended September 29, 2024, decreased by $27.7 million compared to the thirteen weeks ended October 1, 2023. Other expense, net in the thirteen weeks ended September 29, 2024 was expense of $65.7 million and was comprised of $62.6 million related to the recognition of a derivative liability and subsequent change in fair value, $6.0 million of expense arising from changes in the fair value of warrants issued for our common stock, $3.8 million of other financing costs, $0.9 million expense arising from the change in the fair value of a SAFE Agreement and $0.1 million of other expenses, partially offset by $7.7 million of income related to changes in the fair value of our forward purchase agreements. Other expense, net for the thirteen weeks ended October 1, 2023 was expense of $38.0 million and was principally comprised of $35.5 million of expense related to the issuance of common stock in connection with our forward purchase agreements, the loss on extinguishment of debt in CS Solis of $10.3 million, $6.7 million of expense related to changes in the fair value of our forward purchase agreements, and $2.4 million expense related to the issuance of bonus shares in connection with the Mergers, partially offset by $16.9 million of income related to changes in the fair value of warrant liabilities. Gain on Extinguishment of Debt The gain on extinguishment of debt arose from the exchange of certain of our debt obligations. Net Loss from Continuing Operations As a result of the factors discussed above, our net loss from continuing operations for the thirteen-weeks ended September 29, 2024 was $78.0 million, an increase in loss by $27.0 million, as compared to a net loss from continuing operations of $51.0 million for the thirteen-weeks ended October 1, 2023. Loss from Discontinued Operations We recognized a loss of zero and $155.9 million in the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively, relating to the divestiture of our solar panel business. Thirty-nine weeks ended September 29, 2024 compared to the thirty-nine weeks ended October 1, 2023 The following table sets forth our unaudited statements of operations data for the thirty-nine weeks ended September 29, 2024 and the thirty-nine weeks ended October 1, 2023. We have derived this data from our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. This information should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The results of historical periods are not necessarily indicative of the results of operations for any future period. (in thousands) Thirty-Nine Weeks Ended September 29, 2024 Thirty-Nine Weeks Ended October 1, 2023 $ Change % Change Revenues $ 20,068 $ 66,887 $ (46,819 ) (70 )% Cost of revenues (1) 21,834 51,788 (29,954 ) (58 )% Gross (loss) profit (1,766 ) 15,099 (16,865 ) (112 )% Gross margin % (9 )% 23 % Operating expenses: Sales commissions 11,691 23,221 (11,530 ) (50 )% Sales and marketing (1) 3,762 5,216 (1,454 ) (28 )% General and administrative (1) 29,789 22,965 6,824 30 % Total operating expenses 45,242 51,402 (6,160 ) (12 )% Loss from continuing operations (47,008 ) (36,303 ) (10,705 ) 29 % Interest expense (2) (8,230 ) (8,870 ) 640 (7 )% Interest income 102 26 76 292 % Other expense, net (3) (66,234 ) (28,302 ) (37,932 ) 134 % Gain on extinguishment of debt 19,948 — 19,948 * Loss from continuing operations before taxes (101,422 ) (73,449 ) (27,973 ) 38 % Income tax benefit (provision) (11 ) 1 (12 ) (1,200 )% Net loss from continuing operations $ (101,433 ) $ (73,448 ) $ (27,985 ) 38 % * Percentage not meaningful. 47 (1) Includes stock-based compensation expense as follows (in thousands): Thirty-Nine Weeks Ended September 29, 2024 Thirty-Nine Weeks Ended October 1, 2023 Cost of revenues $ 105 $ 51 Sales and marketing 490 337 General and administrative 3,491 1,933 Stock-based compensation from continuing operations 4,086 2,321 Stock-based compensation expense included in discontinued operations — 1,835 Total stock-based compensation expense $ 4,086 $ 4,156 (2) Includes interest expense to related party of $1.3 million and $0.4 million during the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively. (3) Includes expense of $15.6 million and $36.9 million attributed to related parties during the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively. Revenues We disaggregate our revenues based on the following types of services (in thousands): Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended September 29, 2024 October 1, 2023 $ Change % Change Solar energy system installations $ 19,932 $ 64,511 $ (44,579 ) (69 )% Software enhanced services 136 2,376 (2,240 ) (94 )% Total revenue $ 20,068 $ 66,887 $ (46,819 ) (70 )% Revenues from solar energy system installations for the thirty-nine weeks ended September 29, 2024 was $19.9 million compared to $64.5 million for the thirty-nine weeks ended October 1, 2023. The decrease in solar energy system installation revenues of $44.6 million was primarily due to a decrease in the volume of solar energy system installations. Revenues from software enhanced services for the thirty-nine weeks ended September 29, 2024 was $0.1 million compared to $2.4 million for the thirty-nine weeks ended October 1, 2023. The decrease was the result of a shift in focus towards solar energy installations. Cost of Revenues Cost of revenues for the thirty-nine weeks ended September 29, 2024 was $21.8 million compared to $51.8 million for the thirty-nine weeks ended October 1, 2023. The decrease in cost of revenues of $30.0 million, or 58%, was primarily due to the decrease in revenue of 70% and emphasis on managing costs. Gross Margin Gross margin for the thirty-nine weeks ended September 29, 2024 was negative 9% compared to 23% for the thirty-nine weeks ended October 1, 2023. The decrease in gross margin was principally attributable to a decrease in revenues. Sales Commissions Sales commissions for the thirty-nine weeks ended September 29, 2024 was $11.7 million compared to $23.2 million for the thirty-nine weeks ended October 1, 2023. The decrease of $11.5 million, or 50%, was primarily due to the decrease in revenues. 48 Sales and Marketing Sales and marketing expense for the thirty-nine weeks ended September 29, 2024 was $3.8 million compared to $5.2 million for the thirty-nine weeks ended October 1, 2023. The decrease is attributable to a decrease in the workforce. General and Administrative General and administrative costs for the thirty-nine weeks ended September 29, 2024 was $29.8 million compared to $23.0 million for the thirty-nine weeks ended October 1, 2023. The increase was primarily attributed to the impairment of our proprietary HelioTrack TM software system, an increase in accounts receivable reserve, and recognition of the Ayna warrants expense during the period. Interest Expense Interest expense was $8.2 million for the thirty-nine weeks ended September 29, 2024 compared to $8.9 million for the thirty-nine weeks ended October 1, 2023. The decrease was due to a decrease of $2.2 million in interest expense due to the termination of the CS Solis debt, SCI Revolving Loan, and 2018 Bridge Loan, partially offset with the interest expense arising from our convertible notes of $1.5 million. Other Expense, Net Other expense, net for the thirty-nine weeks ended September 29, 2024 increased by $37.9 million compared to the thirty-nine weeks ended October 1, 2023. Other expense, net in the thirty-nine weeks ended September 29, 2024 was expense of $66.2 million and was comprised of $62.6 million related to the recognition of a derivative liability and subsequent change in fair value, $3.8 million of other financing costs, $2.1 million of expense incurred on the conversion and changes in the fair value our SAFE Agreements, $2.1 million of expense arising from changes in the fair value of warrants issued for our common stock and $0.5 million of other expenses partially offset by income of $4.9 million related to changes in the fair value of our forward purchase agreements. Other expense, net for the thirty-nine weeks ended October 1, 2023 was expense of $28.3 million and was comprised of $35.5 million of expense related to the issuance of common stock in connection with our forward purchase agreements, the loss on extinguishment of debt in CS Solis of $10.3 million, $6.7 million of expense related to changes in the fair value of our forward purchase agreements, and $2.4 million expense related to the issuance of bonus shares in connection with the Mergers, partially offset by $26.3 million of income related to changes in fair value of warrant liabilities, and $0.3 million of other income. Net Loss from Continuing Operations As a result of the factors discussed above, our net loss from continuing operations for the thirty-nine-weeks ended September 29, 2024 was $101.4 million, an increase in our loss by $28.0 million, as compared to a net loss from continuing operations of $73.4 million for the thirty-nine-weeks ended October 1, 2023. Gain on Extinguishment of Debt The gain on extinguishment of debt arose from the exchange of certain of our debt obligations. Loss from Discontinued Operations We recognized a loss of $2.0 million and $168.5 million in the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively, relating to the divestiture of our solar panel business. 49 Liquidity and Capital Resources Since our inception, we have incurred losses and negative cash flows from operations. We incurred a net loss from continuing operations of $78.0 million and $101.4 million during the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively, and had an accumulated deficit of $458.4 million as of September 29, 2024. We had cash and cash equivalents of $79.5 million, excluding restricted cash of $3.8 million, as of September 29, 2024. Subsequent to September 29, 2024, we used $45.0 million to complete the acquisition of certain assets of SunPower as described in Note 20 – Subsequent Events in our unaudited condensed consolidated financial statements. Although we cannot be certain, we believe this acquisition will have a favorable effect on our operations and cash flows but initially, we expect losses and negative cash flows will continue to be incurred while we assimilate the acquisition and right-size our operations. We believe our operating losses and negative operating cash flows will continue into the foreseeable future. We have financed our operations primarily through sales of equity securities, issuances of convertible notes and other convertible securities and cash generated from operations. Our cash equivalents are on deposit with major financial institutions. Our cash position raises substantial doubt regarding our ability to continue as a going concern for 12 months following the issuance of these unaudited condensed consolidated financial statements. We will receive the proceeds from any cash exercise of warrants for shares of our common stock. The aggregate amount of proceeds could be up to $257.3 million if all the warrants are exercised for cash. However, to the extent the warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of those warrants will decrease. The Private Warrants and Working Capital Warrants, as so identified in our unaudited condensed consolidated financial statements, may be exercised for cash or on a “cashless basis.” The Public Warrants and the Mergers Warrants may only be exercised for cash provided there is then an effective registration statement registering the shares of common stock issuable upon the exercise of such warrants. If there is not a then-effective registration statement, then such warrants may be exercised on a “cashless basis,” pursuant to an available exemption from registration under the Securities Act. We expect to use any such proceeds for general corporate and working capital purposes, which would increase our liquidity. As of November 15, 2024, the price of our common stock was $1.96 per share. The weighted average exercise price of the warrants was $8.12 as of September 29, 2024. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our common stock. If the market price for our common stock remains less than the exercise price, we believe warrant holders will be unlikely to exercise. Debt Financings In the thirteen weeks ended September 29, 2024, we entered into an exchange agreement which resulted in the cancellation of our existing debt in exchange for new debt obligations and issued senior notes for cash as described below. July 2024 Notes In July 2024, we issued $46.0 million of senior unsecured convertible notes to various lenders, $18.0 million of which were issued to a related party, and another $18.0 million of which were issued in exchange for the cancellation of all indebtedness with Kline Hill and Carlyle (the “July 2024 Notes”). The July 2024 Notes bear interest at 12% per annum and mature on July 1, 2029. The interest rate increases by 3% in the case of an event of default. The July 2024 Notes are convertible into shares of our common stock at the option of the holder at a conversion rate of $1.68 per share. The July 2024 Notes will become immediately due and payable at the option of the holder in the event of default and upon a qualifying change of control event. The conversion option is required to be bifurcated as a derivative liability, and we recorded a derivative liability of $28.7 million on the issuance date with a corresponding debt discount. We additionally issued a warrant to purchase shares of common stock to our broker, as described in Note 12 – Warrants, the Cantor Warrant, with a fair value of $1.4 million. As of September 29, 2024, the carrying amount of the July 2024 Notes was $107.8 million, which reflects a derivative liability of $65.9 million and convertible notes of $70.6 million, less an unamortized debt discount of $28.7 million. Interest expense recognized on the July 2024 Notes was $0.8 million in the thirteen and thirty-nine weeks ended September 29, 2024 of which $0.5 million was interest expense attributable to a related party. 50 7% Convertible Senior Notes In September 2024, we issued $66.8 million of senior unsecured convertible notes to various lenders, $8.0 million of which were issued to a related party (the “September 2024 Notes”). The September 2024 Notes bear interest at 7% per annum and mature on July 1, 2029. The September 2024 Notes are convertible into shares of our common stock at the option of the holder at a conversion rate of $2.14 per share. The September 2024 Notes will become immediately due and payable at the option of the holder in the event of default and upon a qualifying change of control event. The conversion option is required to be bifurcated as a derivative liability, and we recorded a derivative liability of $91.5 million on the issuance date. As the fair value of the derivative liability exceeds the proceeds received, we recorded a corresponding financing loss of $24.7 million and debt discount for $66.8 million. As of September 29, 2024, the carrying amount of the September 2024 Notes was $89.2 million, which reflects a derivative liability of $92.1 million and convertible notes of $66.8 million, less an unamortized debt discount of $69.7 million. Interest expense recognized on the 7.0% Notes was $0.05 million in the thirteen and thirty-nine weeks ended September 29, 2024. Forward Purchase Agreements In July 2023, FACT and Legacy Complete Solaria, Inc. entered into FPAs with each of (i) Meteora; (ii) Polar, and (iii) Sandia (each individually, a “Seller”, and together, the “FPA Sellers”). Pursuant to the terms of the FPAs, the FPA Sellers may purchase through a broker in the open market, from holders of Shares other than the Company or affiliates thereof, FACT’s ordinary shares, par value of $0.0001 per share, (the “Shares”). While the FPA Sellers have no obligation to purchase any Shares under the FPAs, the aggregate total Shares that may be purchased under the FPAs shall be no more than 6,720,000 in aggregate. The FPA Sellers may not beneficially own greater than 9.9% of issued and outstanding Shares following the Mergers as per the Amended and Restated Business Combination Agreement. The key terms of the forward contracts are as follows: ● The FPA Sellers can terminate the transaction following the Optional Early Termination (“OET”) Date which shall specify the quantity by which the number of shares is to be reduced (such quantity, the “Terminated Shares”). Seller shall terminate the transaction in respect of any shares sold on or prior to the maturity date. The counterparty is entitled to an amount from the seller equal to the number of terminated shares multiplied by a reset price. The reset price is initially $10.56 (the “Initial Price”) and is subject to a $5.00 floor. ● The FPA contains multiple settlement outcomes. Per the terms of the agreements, the FPAs will (1) settle in cash in the event the Company is due cash upon settlement from the FPA Sellers or (2) settle in either cash or shares, at the discretion of the Company, should the settlement amount adjustment exceed the settlement amount. Should the Company elect to settle via shares, the equity will be issued in Complete Solaria Common Stock, with a per share price based on the volume-weighted average price (“VWAP”) over 15 scheduled trading days. The magnitude of the settlement is based on the Settlement Amount, an amount equal to the product of: (1) Number of shares issued to the FPA Seller pursuant to the FPA, less the number of Terminated Shares multiplied by (2) the VWAP over the valuation period. The Settlement amount will be reduced by the Settlement Adjustment, an amount equal to the product of (1) Number of shares in the Pricing Date Notice, less the number of Terminated Shares multiplied by $2.00. ● The Settlement occurs as of the Valuation Date, which is the earlier to occur of (a) the date that is two years after the date of the Closing Date of the Mergers (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of certain triggering events; and (c) 90 days after delivery by the Counterparty of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period (the “Measurement Period”) that occurs at least 6 months after the Closing Date, the VWAP is less than the then applicable Reset Price. We entered into four separate FPAs, three of which, associated with the obligation to issue 6,300,000 Shares, were entered into prior to the closing of the Mergers. Upon signing the FPAs, we incurred an obligation to issue a fixed number of shares to the FPA Sellers contingent upon the closing of the Mergers in addition to the terms and conditions associated with the settlement of the FPAs. We accounted for the contingent obligation to issue shares in accordance with ASC 815 and recorded a liability and Other expense, net based on the fair value upon of the obligation upon the signing of the FPAs. The liability was extinguished in July 2023 upon the issuance of Complete Solaria Common Stock to the FPA sellers. 51 Additionally, in accordance with ASC 480, we determined that the forward contracts are financial instruments other than shares that represent or are indexed to obligations to repurchase the issuer’s equity shares by transferring assets, referred to herein as the “forward purchase liability” on our unaudited condensed consolidated balance sheets. We initially measured the forward purchase liabilities at fair value and have subsequently remeasured them at fair value with changes in fair value recognized in earnings. Through the date of issuance of the Complete Solaria Common Stock in satisfaction of our obligation to issue shares around the closing of the Mergers, we recorded $35.5 million to Other expense, net associated with the issuance of 6,720,000 shares of Complete Solaria Common Stock. As of the closing of the Mergers and issuance of the Complete Solaria Common Stock underlying the FPAs, the fair value of the prepaid FPAs was an asset balance of $0.1 million and was recorded on our unaudited condensed consolidated balance sheets and within Other expense, net on our unaudited condensed consolidated statements of operations and comprehensive loss. Subsequently, the change in the fair value of the forward purchase liabilities amounted to income of $7.7 million for the thirteen weeks ended September 29, 2024, and expense of $4.9 million for the thirty-nine weeks ended September 29, 2024. As of September 29, 2024 and December 31, 2023, the forward purchase agreements balance was an asset of $1.1 million and a liability of $3.8 million, respectively. Of the balances as of September 29, 2024 and December 31, 2023, $0.9 million asset balance and $3.2 million liability balance, respectively, are with related parties. Refer to Note 19 – Related Party Transactions in our unaudited condensed consolidated financial statements for further details. On December 18, 2023, we and the FPA Sellers entered into separate amendments to the FPAs (the “Amendments”). The Amendments lower the reset floor price of each FPA from $5.00 to $3.00 and allow us to raise up to $10.0 million of equity from existing stockholders without triggering certain anti-dilution provisions contained in the FPAs; provided, the insiders pay a price per share for their initial investment equal to the closing price per share as quoted on the Nasdaq on the day of purchase; provided, further, that any subsequent investments are made at a price per share equal to the greater of (a) the closing price per share as quoted by Nasdaq on the day of the purchase or (b) the amount paid in connection with the initial investment. On May 7 and 8, 2024, respectively, we entered into separate amendments to the FPAs (collectively the “Second Amendments”) with Sandia (the “Sandia Second Amendment”) and Polar (the “Polar Second Amendment”). The Second Amendments lowered the reset price of each FPA from $3.00 to $1.00 per share and amended the VWAP Trigger Event provision to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $1.00 per Share”. The Sandia Second Amendment is not effective until we execute similar amendments with both Polar and Meteora. On June 14, 2024, we entered into an amendment to the FPA with Sandia (the “Sandia Third Amendment”). The Sandia Third Amendment set the reset price of each FPA to $1.00 per share and amended the VWAP Trigger Event provision to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $1.00 per Share.” SAFE Agreements On January 31, 2024, we entered into a simple agreement for future equity (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”) in connection with the Purchaser investing $1.5 million in the Company. The First SAFE was initially convertible into shares of our common stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which we would have issued and sold our common stock at a fixed valuation (an “Equity Financing”), at a per share conversion price which was equal to the lower of (i) (a) $53.54 million divided by (b) our capitalization immediately prior to such Equity Financing (such conversion price, the “SAFE Price”), and (ii) 80% of the price per share of our common stock sold in the Equity Financing. If we consummated a change of control prior to the termination of the First SAFE, the Purchaser would have been automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of shares of our common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) our capitalization immediately prior to such liquidity event (the “Liquidity Price”), subject to certain adjustments as set forth in the First SAFE. The First SAFE was convertible into a maximum of 1,431,297 shares of our common stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price of our common stock on January 31, 2024, multiplied by (ii) 80%. 52 On February 15, 2024, we entered into a simple agreement for future equity (the “Second SAFE”) with the Purchaser in connection with the Purchaser investing $3.5 million in the Company. The Second SAFE was initially convertible into shares of our common stock upon the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i) the Second SAFE Price, and (ii) 80% of the price per share of our common stock sold in the Equity Financing. If we consummated a change of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of our common stock equal to $3.5 million divided by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible into a maximum of 3,707,627 shares of our common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing price of our common stock on February 15, 2024, multiplied by (ii) 80%. On April 21, 2024, we entered into an amendment for each of our First SAFE and Second SAFE to convert the invested amounts into shares of our common stock. The conversion share price was $0.36, calculated as the product of (i) $0.45, the closing price of our common stock on April 19, 2024, multiplied by (ii) 80%. The First SAFE and Second SAFE converted into 4,166,667 and 9,722,222 shares of our common stock, respectively. On May 13, 2024, we entered into a simple agreement for future equity (the “Third SAFE” and together with the First SAFE and Second SAFE, the “SAFEs”) with the Purchaser in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE is convertible into shares of our common stock upon the initial closing of an Equity Financing at a per share conversion price which is equal to 50% of the price per share of our common stock sold in the Equity Financing. If we consummate a change of control prior to the termination of the Third SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as set forth in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of our common stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of our common stock on May 13, 2024, multiplied by (ii) 50%. Common Stock Purchase Agreement On July 16, 2024, we entered into a common stock purchase agreement with White Lion Capital, LLC (“White Lion”), as amended on July 24, 2024 (“White Lion SPA”), and a related registration rights agreement for an equity line of credit financing facility. Pursuant to the White Lion SPA, we have the right, but not the obligation, to require White Lion to purchase, from time to time up to $30 million in aggregate gross purchase price of newly issued shares of our common stock, subject to the caps and certain limitations and conditions set forth in the White Lion SPA, including terms that restrict our ability to issue shares of common stock to White Lion that would result in White Lion beneficially owning more than 9.99% of our outstanding common stock. On August 14, 2024, we entered into Amendment No. 2 to the White Lion SPA (collectively with the White Lion SPA “White Lion Amended SPA”). The White Lion Amended SPA provides that we may notify White Lion to exercise our right to sell shares of our common stock by delivering an Hour Rapid Purchase Notice (as defined in the White Lion Amended SPA). If we deliver an Hour Rapid Purchase Notice, we shall deliver to White Lion shares of our common stock not to exceed the lesser of (i) five percent of the Average Daily Trading Volume (as defined in the White Lion SPA) on the date of an Hour Rapid Purchase Notice and (ii) 100,000 shares of common stock. The closing of the transactions under an Hour Rapid Purchase Notice will occur one Business Day (as defined in White Lion Amended SPA following the date on which the Hour Rapid Purchase Notice is delivered. At such closing, White Lion will pay us the Hour Rapid Purchase Investment Amount (as defined in White Lion Amended SPA) equal to the number of shares of common stock subject to the applicable Hour Rapid Purchase Notice multiplied by the lowest traded price of our common stock during the one-hour period following White Lion’s consent to the acceptance of the applicable Hour Rapid Purchase Notice. Under the White Lion Amended SPA, we issued a total of 2.8 million shares of common stock for net proceeds of $6.1 million during the period ended September 29, 2024. Cash Flows for the Thirty-Nine Weeks Ended September 29, 2024 and October 1, 2023 The following table summarizes Complete Solaria’s cash flows from operating, investing, and financing activities, excluding foreign currency translation adjustment, for the thirty-nine weeks ended September 29, 2024 and October 1, 2023 (in thousands): Thirty-Nine Weeks Ended September 29, 2024 October 1, 2023 Net cash used in operating activities from continuing operations $ (29,111 ) $ (47,152 ) Net cash provided by operating activities from discontinued operations — 190 Net cash used in investing activities from continuing operations (1,044 ) (1,534 ) Net cash provided by financing activities from continuing operations 107,060 45,575 Net increase in cash, cash equivalents and restricted cash from discontinued operations — 190 Net increase (decrease) in cash, cash equivalents and restricted cash 76,927 (2,897 ) 53 Cash Flows from Operating Activities Net cash used in operating activities from continuing operations of $29.1 million for the thirty-nine weeks ended September 29, 2024 was primarily due to the net loss from continuing operations, net of tax of $101.4 million, partially offset by non-cash adjustments of $70.8 million and net cash inflows of $1.5 million from changes in our operating assets and liabilities. Non-cash adjustments in our operating results consisted of $62.6 million arising from the issuance and subsequent change in fair value of derivative liabilities in connection with our convertible notes issued and outstanding, $5.4 million of expense in connection with warrants issued for vendor services, $3.1 million of expense related to changes in provision for credit losses, $4.1 million of stock-based compensation expense, $3.7 million of loss on impairment of assets, $3.9 million of expense in accretion of interest attributable to the CS Solis debt, $3.8 million of other noncash financing costs, $1.9 million of non-cash interest expense, $1.3 million of loss arising from the conversion of two SAFE Agreements to shares of our common stock, $1.0 million of depreciation and amortization, $0.9 million of expense related to changes in the fair value of the SAFE Agreements, $2.1 million of loss from the changes in the fair value of our warrant liabilities, $1.4 million of debt issuance costs, $0.5 million of lease expense and $0.1 million provision for excess and obsolete inventory. These adjustments were partially offset by a $19.9 million gain on extinguishment of debt, $4.9 million of income related to changes in fair value of our forward purchase agreements. The main drivers of net cash inflows derived from the changes in operating assets and liabilities were related to a decrease in accounts receivable, net of $14.7 million and a decrease in inventories of $2.4 million, partially offset by a decrease in accounts payable of $8.5 million, an increase in prepaid and other current assets of $3.2 million, a decrease in deferred revenue of $1.4 million, a decrease in accrued expenses and other liabilities of $1.6 million, and a decrease in operating lease liabilities of $0.9 million. Net cash used in operating activities from continuing operations of $47.2 million for the thirty-nine weeks ended October 1, 2023 was primarily due to the net loss from continuing operations, net of tax of $73.4 million and net cash outflows of $18.8 million from changes in our operating assets and liabilities, adjusted for non-cash charges of $45.1 million. Non-cash charges primarily consisted of $35.5 million for the issuance of common stock in connection with our forward purchase agreements, $10.3 million loss on CS Solis debt extinguishment, $6.7 million of expense related to changes in fair value of our forward purchase agreements, $4.3 million of expense due to changes in allowance for credit losses, $4.0 million of interest expense, $2.5 million of expense due to accretion of long-term debt in CS Solis, $2.4 million related to the issuance of bonus common stock shares in connection with the Mergers, $2.3 million of stock-based compensation expense, and $2.1 million relating to the change in reserve for excess and obsolete inventory, partially offset by a decrease in the fair value of warrant liabilities of $26.3 million. The main drivers of net cash outflows derived from the changes in operating assets and liabilities were related to an increase in accounts receivable, net of $11.8 million, an increase in prepaid expenses and other current assets of $8.3 million, an increase in inventory of $3.9 million, and a decrease in deferred revenue of $1.8 million, partially offset by an increase in accounts payable of $4.4 million, an increase in accrued expenses and other current liabilities of $1.6 million and a decrease in other noncurrent assets of $1.1 million. The net increase in cash, cash equivalents and restricted cash from discontinued operations of $0.2 million for the thirty-nine weeks ended October 1, 2023 was entirely attributable to net cash provided by operating activities from discontinued operations. This increase was primarily due to the net loss from discontinued operations, net of tax of $168.5 million, adjusted for non-cash charges of $152.9 million and net cash inflows of $15.8 million from changes in our operating assets and liabilities. Non-cash charges primarily consisted of impairment of goodwill of $119.4 million, impairment of intangible assets of $28.1 million, depreciation and amortization expense of $2.4 million, stock-based compensation expense of $1.8 million and a $1.1 million change in allowance for credit losses. The main drivers of net cash inflows derived from the changes in operating assets and liabilities were related to a decrease in accounts receivable, net of $8.2 million, an increase in accrued expenses and other current liabilities of $6.0 million, a decrease in long-term deposits of $2.8 million, and a decrease in inventories of $2.3 million, partially offset by a decrease of $2.9 million in accounts payable. Cash Flows from Investing Activities Net cash used in investing activities was $1.0 million and $1.5 million for the thirty-nine weeks ended September 29, 2024, and October 1, 2023, respectively, and attributable to additions to internal-use-software. Cash Flows from Financing Activities Net cash provided by financing activities of $107.1 million for the thirty-nine weeks ended September 29, 2024 was primarily due to $94.7 million in net proceeds from the issuance of convertible notes, inclusive of $26.0 million from a related party, $6.1 million in net proceeds from the issuance of shares of our common stock from White Lion and $6.0 million in net proceeds from the issuance of SAFE Agreements, and $0.6 million of proceeds from the exercise of common stock options, partially offset by $0.3 million repayment of notes payable. Net cash provided by financing activities of $45.6 million for the thirty-nine weeks ended October 1, 2023 was primarily due to $21.3 million in net proceeds from the issuance of convertible notes, $19.8 million in proceeds from the Mergers and PIPE Financing and $14.1 million in net proceeds from the issuance of notes payable, partially offset by repayment of notes payable of $9.7 million. Off Balance Sheet Arrangements As of the date of this Quarterly Report on Form 10-Q, Complete Solaria does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement, or other contractual arrangement to which an entity unconsolidated with Complete Solaria is a party, under which it has any obligation arising under a guaranteed contract, derivative instrument, or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity, or market risk support for such assets. Currently, Complete Solaria does not engage in off-balance sheet financing arrangements. 54 Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. Complete Solaria is an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. Following the closing of the Mergers, our Post-Combination Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of common stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year period, or (iv) December 31, 2025. Complete Solaria expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to certain market risks in the ordinary course of our business. The Company monitors and manages these financial exposures as an integral part of its overall risk management program. Interest Rate Risk We do not have significant exposure to interest rate risk that could affect the balance sheet, statement of operations, and the statement of cash flows, as we do not have any outstanding variable rate debt as of September 29, 2024. Concentrations of Credit Risk and Major Customers Our customer base consists primarily of residential homeowners. We do not require collateral on our accounts receivable. Further, our accounts receivable amounts are with individual homeowners who finance their purchase through a few third-party financing entities through whom we collect the receivable, and we are exposed to normal industry credit risks. We continually evaluate our reserves for potential credit losses and establish reserves for such losses. As of September 29, 2024 and December 31, 2023, three financing entities accounted for 10% or more of the total accounts receivable, net balance. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We 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 Quarterly Report on Form 10-Q, 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. As of the end of the period covered by this Quarterly Report on Form 10-Q, 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 September 29, 2024, our Disclosure Controls were not effective due to a material weakness in our internal control over financial reporting as disclosed below. 55 Material Weaknesses in Internal Control Over Financial Reporting Prior 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. In connection with the preparation and audit of our financial statements for the year ended December 31, 2023, our management identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of 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. The material weaknesses are as follows: We do not have sufficient full-time accounting personnel, (i) to enable appropriate reviews over the financial close and reporting process, (ii) to allow for an appropriate segregation of duties, and (iii) with the requisite experience and technical accounting knowledge to identify, review and resolve complex accounting issues under generally accepted accounting principles in the United States (“GAAP”). Additionally, we did not adequately design and/or implement controls related to conducting a formal risk assessment process. Inventory controls related to the completeness, existence, and cut-off of inventories held at third parties, and controls related to the calculation of adjustments to inventory for items considered excessive and obsolete. We were not required to perform an evaluation of internal control over financial reporting as of December 31, 2023 in accordance with Section 215.02 of the SEC’s Division of Corporation Finance’s Regulation S-K Compliance and Disclosure Interpretations. Had such an evaluation been performed, additional control deficiencies may have been identified by our management, and those control deficiencies could have also represented one or more material weaknesses. 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 our internal resources, to enhance our internal control environment and plans to take additional steps to remediate the material weaknesses. Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take. We cannot 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 weaknesses. 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 our secured revolving credit facility and other agreements, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity. Changes in Internal Control over Financial Reporting Other than the material weakness and remediation efforts described above, there were no changes in our internal control over financial reporting that occurred during the quarter to which this report relates, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 56 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The information with respect to legal proceedings is set forth under Note 17 - Commitments and Contingencies, in the accompanying unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, and is incorporated herein by reference. ITEM 1A. RISK FACTORS Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and related notes appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our securities. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. The risks facing our business have not changed substantively from those discussed in our Annual Report on Form 10-K, except for those risks marked with an asterisk (*). Risks Related to our Businesses and Industry Our business depends in part on the availability of rebates, tax credits and other financial incentives. The expiration, elimination or reduction of these rebates, credits or incentives or the ability to monetize them could adversely impact our business. U.S. federal, state and local government bodies provide incentives to end users, distributors, system integrators and manufacturers of solar energy systems to promote solar electricity in the form of rebates, tax credits and other financial incentives such as system performance payments, payments for renewable energy credits associated with renewable energy generation and the exclusion of solar energy systems from property tax assessments. These incentives enable us to lower the price charged to customers for energy and for solar energy systems. However, these incentives may expire on a particular date, end when the allocated funding is exhausted or be reduced or terminated as solar energy adoption rates increase. These reductions or terminations often occur without warning. The Inflation Reduction Act (“IRA”) extended and modified prior law applicable to tax credits that are available with respect to solar energy systems. Under the IRA, the following credits are available: (i) a production tax credit under Code Section 44 (for facilities that begin construction before January 1, 2025) and Code Section 45Y (for facilities that begin construction between January 1, 2025 and the year that is four calendar years after the year in which certain U.S. greenhouse gas emissions percentages are met) (the “PTC”) in connection with the installation of certain solar facilities and energy storage technology, (ii) an investment tax credit under Code Section 48 (for facilities that begin construction before January 1, 2025) and Code Section 48E (for facilities that begin construction between January 1, 2025 and the year that is four calendar years after the year in which certain U.S. greenhouse gas emissions percentages are met) (the “ITC”) in connection with the installation of certain solar facilities and energy storage technology, and (iii) a residential clean energy credit (the “Section 25D Credit”) in connection with the installation of property that uses solar energy to generate electricity for residential use. Prior to the IRA, the PTC for solar facilities had phased out and was no longer available. The IRA reinstated the PTC for solar facilities. The PTC available to a taxpayer in a taxable year is equal to a certain rate multiplied by the kilowatt hours of electricity produced by the taxpayer from solar energy at a facility owned by it and sold to an unrelated party during that taxable year. The base rate for the PTC is 0.3 cents. This rate is increased to 1.5 cents for projects that (i) have a maximum net output of less than one MW AC, (ii) begin construction before January 29, 2023, or (iii) meet certain prevailing wage and apprenticeship requirements. It also may be increased for projects that include a certain percentage of components that were produced in the U.S., projects that are located in certain energy communities, and projects that are located in low-income communities. 57 The ITC available to a taxpayer in a taxable year is equal to the “energy percentage” of the basis of “energy property” placed in service by the taxpayer during that taxable year. “Energy property” includes equipment that uses solar energy to generate electricity (including structural components that are necessary to the functioning of a solar facility as a whole) and certain energy storage systems (including batteries included as part of or adjacent to a solar facility). The base “energy percentage” for the ITC is 6%. This energy percentage is increased to 30% for projects that (i) have a maximum net output of less than one MW AC, (ii) begin construction before January 29, 2023, or (iii) meet certain prevailing wage and apprenticeship requirements. It also may be increased for projects that include a certain percentage of components that were produced in the U.S., projects that are located in certain energy communities, and projects that are located in low-income communities. ITCs are subject to recapture if, during the five-year period after a facility is placed in service, the facility is sold, exchanged, involuntarily converted, or ceases its business usage. If the event that causes such recapture occurs within the first year after a project is placed in service, 100% of the ITCs will be recaptured. The recapture percentage is reduced 20% for each subsequent year. Historically, we have utilized the ITC when available for both residential and commercial leases and power purchase agreements, based on ownership of the solar energy system. The Section 25D Credit available to a taxpayer is equal to the “applicable percentage” of expenditures for property that uses solar energy to generate electricity for use in a dwelling unit used as a residence by the taxpayer. The applicable percentage is 26% for such systems that are placed in service before January 1, 2022, 30% for such systems that are placed in service after December 31, 2021 and before January 1, 2033, 26% for such systems that are placed in service in 2033, and 22% for such systems that are placed in service in 2034. The Section 25D Credit is scheduled to expire effective January 1, 2035. Although it is unlikely that Complete Solaria would qualify for the Section 25D Credit, the availability of the Section 25D Credit may impact the prices of its solar energy systems. Reductions in, eliminations of, or expirations of, governmental incentives could adversely impact results of operations and ability to compete in this industry by increasing the cost of capital, causing us to increase the prices of our energy and solar energy systems and reduce the size of our addressable market. We are an “emerging growth company” and a “smaller reporting company” and we cannot be certain if the reduced reporting requirements applicable to these companies will make our common stock less attractive to investors. We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). For as long as we continue to be an emerging growth company, we intend to take advantage of exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including: ● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in our periodic reports; ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”); ● not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; ● reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and ● exemptions from the requirements of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, our financial statements may be different from companies that comply with the new or revised accounting pronouncements as of public company effective dates. 58 We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion in total annual gross revenues; (2) the date we qualify as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of our IPO. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation our periodic reports and proxy statements. We cannot predict if investors will find our securities less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our securities and the trading price of our securities may be more volatile. Existing regulations and policies and changes to these regulations and policies may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products and services. The market for electric generation products is heavily influenced by federal, state and local government laws, regulations and policies concerning the electric utility industry in the U.S. and abroad, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation, and changes that make solar power less competitive with other power sources could deter investment in the research and development of alternative energy sources as well as customer purchases of solar power technology, which could in turn result in a significant reduction in the demand for our solar power products. The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies that can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our solar products. In addition, on-grid applications depend on access to the grid, which is also regulated by government entities. We anticipate that our solar power products and our installation will continue to be subject to oversight and regulation in accordance with federal, state, local and foreign regulations relating to construction, safety, environmental protection, utility interconnection and metering, trade, and related matters. It is difficult to track the requirements of individual states or local jurisdictions and design equipment to comply with the varying standards. In addition, the U.S. and European Union, among others, have imposed tariffs or are in the process of evaluating the imposition of tariffs on solar panels, solar cells, polysilicon, and potentially other components. These and any other tariffs or similar taxes or duties may increase the price of our solar products and adversely affect our cost reduction roadmap, which could harm our results of operations and financial condition. Any new regulations or policies pertaining our solar power products may result in significant additional expenses for our customers, which could cause a significant reduction in demand for our solar power products. We rely on net metering and related policies to offer competitive pricing to customers in many of our current markets and changes to net metering policies may significantly reduce demand for electricity from residential solar energy systems. Net metering is one of several key policies that have enabled the growth of distributed generation solar energy systems in the U.S., providing significant value to customers for electricity generated by their residential solar energy systems but not directly consumed on-site. Net metering allows a homeowner to pay his or her local electric utility for power usage net of production from the solar energy system or other distributed generation source. Homeowners receive a credit for the energy an interconnected solar energy system generates in excess of that needed by the home to offset energy purchases from the centralized utility made at times when the solar energy system is not generating sufficient energy to meet the customer’s demand. In many markets, this credit is equal to the residential retail rate for electricity and in other markets, such as Hawaii and Nevada, the rate is less than the retail rate and may be set, for example, as a percentage of the retail rate or based upon a valuation of the excess electricity. In some states and utility territories, customers are also reimbursed by the centralized electric utility for net excess generation on a periodic basis. 59 Net metering programs have been subject to legislative and regulatory scrutiny in some states and territories including, but not limited to, California, New Jersey, Arizona, Nevada, Connecticut, Florida, Maine, Kentucky, Puerto Rico and Guam. These jurisdictions, by statute, regulation, administrative order or a combination thereof, have recently adopted or are considering new restrictions and additional changes to net metering programs either on a state-wide basis or within specific utility territories. Many of these measures were introduced and supported by centralized electric utilities. These measures vary by jurisdiction and may include a reduction in the rates or value of the credits customers are paid or receive for the power they deliver back to the electrical grid, caps or limits on the aggregate installed capacity of generation in a state or utility territory eligible for net metering, expiration dates for and phasing out of net metering programs, replacement of net metering programs with alternative programs that may provide less compensation and limits on the capacity size of individual distributed generation systems that can qualify for net metering. Net metering and related policies concerning distributed generation also received attention from federal legislators and regulators. In California, the California Public Utilities Commission (“ CPUC ”) issued an order in 2016 retaining retail-based net metering credits for residential customers of California’s major utilities as part of Net Energy Metering 2.0 (“ NEM 2.0 ”). Under NEM 2.0, new distributed generation customers receive the retail rate for electricity exported to the grid, less certain non-bypassable fees. Customers under NEM 2.0 also are subject to interconnection charges and time-of-use rates. Existing customers who receive service under the prior net metering program, as well as new customers under the NEM 2.0 program, currently are permitted to remain covered by them on a legacy basis for a period of 20 years. On September 3, 2020, the CPUC opened a new proceeding to review its current net metering policies and to develop Net Energy Metering 3.0 (“ NEM 3.0 ”), also referred to by the CPUC as the NEM 2.0 successor tariff. NEM 3.0 was finalized on December 15, 2022 and will include several changes from previous net metering plans. There will be changes that impact the amount that homeowners with solar power will be able to recuperate when selling excess energy back to the utility grid. With NEM 3.0, the value of the credits for net exports will be tied to the state’s 2022 Distributed Energy Resources Avoided Cost Calculator Documentation (“ ACC ”). Another significant change with NEM 3.0 will be applied to the netting period: the time period over which the utilities measure the clean energy being imported or exported. In general, longer netting periods have typically been advantageous for solar power customers because production can offset any consumption. NEM 3.0 will instead measure energy using instantaneous netting, which means interval netting approximately every 15 minutes. This will lead to more NEM customers’ electricity registering as exports, now valued at the new, lower ACC value. We utilize a limited number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar service offerings. Any shortage, delay or component price change from these suppliers or delays and price increases associated with the product transport logistics could result in sales and installation delays, cancellations and loss of market share. We purchase solar panels, inverters and other system components from a limited number of suppliers, which makes us susceptible to quality issues, shortages and price changes. If we fail to develop, maintain and expand relationships with existing or new suppliers, we may be unable to adequately meet anticipated demand for our solar energy systems or may only be able to offer our systems at higher costs or after delays. If one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production, we may be unable to satisfy this demand due to an inability to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms. In particular, there are a limited number of inverter suppliers. Once we design a system for use with a particular inverter, if that type of inverter is not readily available at an anticipated price, we may incur additional delay and expense to redesign the system. In addition, production of solar panels involves the use of numerous raw materials and components. Several of these have experienced periods of limited availability, particularly polysilicon, as well as indium, cadmium telluride, aluminum and copper. The manufacturing infrastructure for some of these raw materials and components has a long lead time, requires significant capital investment and relies on the continued availability of key commodity materials, potentially resulting in an inability to meet demand for these components. The prices for these raw materials and components fluctuate depending on global market conditions and demand and we may experience rapid increases in costs or sustained periods of limited supplies. 60 Despite efforts to obtain components from multiple sources whenever possible, many suppliers may be single-source suppliers of certain components. If we cannot maintain long-term supply agreements or identify and qualify multiple sources for components, access to supplies at satisfactory prices, volumes and quality levels may be harmed. We may also experience delivery delays of components from suppliers in various global locations. In addition, while there are alternative suppliers and service providers that we could enter into agreements with to replace its suppliers on commercially reasonable terms, we may be unable to establish alternate supply relationships or obtain or engineer replacement components in the short term, or at all, at favorable prices or costs. Qualifying alternate suppliers or developing our own replacements for certain components may be time-consuming and costly and may force us to make modifications to our product designs. Our need to purchase supplies globally and our continued international expansion further subjects us to risks relating to currency fluctuations. Any decline in the exchange rate of the U.S. dollar compared to the functional currency of component suppliers could increase component prices. In addition, the state of the financial markets could limit suppliers’ ability to raise capital if they are required to expand their production to meet our needs or satisfy our operating capital requirements. Changes in economic and business conditions, wars, governmental changes and other factors beyond our control or which we do not presently anticipate, could also affect suppliers’ solvency and ability to deliver components on a timely basis. Any of these shortages, delays or price changes could limit our growth, cause cancellations or adversely affect profitability and the ability to compete in the markets in which we operate effectively. Our business substantially focuses on solar service agreements and transactions with residential customers. Our business substantially focuses on solar service agreements and transactions with residential customers. Our energy system sales to homeowners utilize power purchase agreements (“ PPAs ”), leases, loans and other products and services. We currently offer PPAs and leases through, EverBright, LLC, and other financial institutions. If we were unable to arrange new or alternative financing methods for PPAs and leases on favorable terms, our business, financial condition, results of operations, and prospects could be materially and adversely affected. Changes in international trade policies, tariffs, or trade disputes could significantly and adversely affect our business, revenues, margins, results of operations, and cash flows. On February 7, 2018, safeguard tariffs on imported solar cells and modules went into effect pursuant to Proclamation 9693, which approved recommendations to provide relief to U.S. manufacturers and impose safeguard tariffs on imported solar cells and modules, based on the investigations, findings, and recommendations of the U.S. International Trade Commission (the “ International Trade Commission ”). Since 2021, modules are subject to a tariff rate of 15%. Cells are subjected to a tariff-rate quota, under which the first 2.5 GW of cell imports each year will be exempt from tariffs, and cells imported after the 2.5 GW quota has been reached will be subject to the same 30% tariff as modules in the first year, with the same 5% decline in each of the three subsequent years. The tariff-free cell quota applies globally, without any allocation by country or region. 61 The tariffs could materially and adversely affect our business and results of operations. While solar cells and modules based on interdigitated back contact technology were granted exclusion from these safeguard tariffs on September 19, 2018, our solar products based on other technologies continue to be subject to the safeguard tariffs. Although we are actively engaged in efforts to mitigate the effect of these tariffs, there is no guarantee that these efforts will be successful. Uncertainty surrounding the implications of existing tariffs affecting the U.S. solar market and potential trade tensions between the U.S. and other countries is likely to cause market volatility, price fluctuations, supply shortages, and project delays, any of which could harm our business, and the pursuit of mitigating actions may divert substantial resources from other projects. Further, the Uyghur Forced Labor Prevention Act may inhibit importation of certain solar modules or components. In addition, the imposition of tariffs is likely to result in a wide range of impacts to the U.S. solar industry and the global manufacturing market, as well as our business in particular. Such tariffs could materially increase the price of our solar products and result in significant additional costs to the company, its resellers, and the resellers’ customers, which could cause a significant reduction in demand for the company’s solar power products and greatly reduce our competitive advantage. If we fail to manage operations and growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately address competitive challenges. We have experienced significant growth in recent periods as measured by our number of customers; we intend to continue efforts to expand our business within existing and new markets. This growth has placed, and any future growth may place, a strain on management, operational and financial infrastructure. Our growth requires our management to devote a significant amount of time and effort to maintain and expand relationships with customers, dealers and other third parties, attract new customers and dealers, arrange financing for growth and manage expansion into additional markets. In addition, our current and planned operations, personnel, information technology and other systems and procedures might need to be revised to support future growth and may require us to make additional unanticipated investments in its infrastructure. Our success and ability to further scale our business will depend, in part, on our ability to manage these changes in a cost-effective and efficient manner. If we cannot manage operations and growth, we may be unable to meet expectations regarding growth, opportunity and financial targets, take advantage of market opportunities, execute our business strategies or respond to competitive pressures. This could also result in declines in quality or customer satisfaction, increased costs, difficulties in introducing new offerings or other operational difficulties. Any failure to effectively manage our operations and growth could adversely impact our reputation, business, financial condition, cash flows and results of operations. We have international activities and customers in the European Union, and plans to continue these efforts, which subjects us to additional business risks, including logistical and compliance related complexity. A portion of our sales are made to customers outside of the U.S., and a substantial portion of our supply agreements are with supply and equipment vendors located outside of the U.S. We have solar cell and module production lines located at our outsourced manufacturing facilities in Thailand, Vietnam, and India. We are also considering other manufacturing locations. Risks we face in conducting business internationally include: ● multiple, conflicting and changing laws and regulations, export and import restrictions, employment laws, data protection laws, environmental protection, regulatory requirements, international trade agreements, and other government approvals, permits and licenses; ● difficulties and costs in staffing and managing foreign operations as well as cultural differences; 62 ● potentially adverse tax consequences associated with current, future or deemed permanent establishment of operations in multiple countries; ● relatively uncertain legal systems, including potentially limited protection for intellectual property rights, and laws, changes in the governmental incentives that we rely on, regulations and policies which impose additional restrictions on the ability of foreign companies to conduct business in certain countries or otherwise place them at a competitive disadvantage in relation to domestic companies; ● inadequate local infrastructure and developing telecommunications infrastructures; ● financial risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable; ● currency fluctuations, government-fixed foreign exchange rates, the effects of currency hedging activity, and the potential inability to hedge currency fluctuations; ● political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions; ● trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make the company less competitive in some countries; and ● liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act in the U.S. and similar laws outside of the U.S.). We have an organizational structure involving entities globally. This increases the potential impact of adverse changes in laws, rules and regulations affecting the free flow of goods and personnel, and therefore heightens some of the risks noted above. Further, this structure requires us to manage our international inventory and warehouses effectively. If we fail to do so, our shipping movements may not correspond with product demand and flow. Unsettled intercompany balances between entities could result, if changes in law, regulations or related interpretations occur in adverse tax or other consequences that affect capital structure, intercompany interest rates and legal structure. If we are unable to successfully manage any such risks, any one or more could materially and negatively affect our business, financial condition and results of operations. We have incurred losses and may be unable to achieve or sustain profitability in the future.* We have incurred net losses in the past and had an accumulated deficit of $458.4 million as of September 29, 2024. We will continue to incur net losses as spending increases to finance the expansion of operations, installation, engineering, administrative, sales and marketing staffs, spending increases on brand awareness and other sales and marketing initiatives and implement internal systems and infrastructure to support the company’s growth. We do not know whether revenue will grow rapidly enough to absorb these costs, and our limited operating history makes it difficult to assess the extent of these expenses or their impact on results of operations. Our ability to achieve profitability depends on a number of factors, including but not limited to: ● Growing the customer base; ● Maintaining or further lowering the cost of capital; ● Reducing the cost of components for our solar service offerings; ● Growing and maintaining our channel partner network; ● Growing our direct-to-consumer business to scale; and ● Reducing operating costs by lowering customer acquisition costs and optimizing our design and installation processes and supply chain logistics. 63 Even if we do achieve profitability, we may be unable to sustain or increase profitability in the future. A material drop in the retail price of utility-generated electricity or electricity from other sources could adversely impact our ability to attract customers, which would harm our business, financial condition, and results of operations. We believe a homeowner’s decision to buy solar energy from us is primarily driven by a desire to lower electricity costs. Decreases in the retail prices of electricity from utilities or other energy sources would harm our ability to offer competitive pricing and could harm its business. The price of electricity from utilities could decrease as a result of: ● the construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy technologies; ● the construction of additional electric transmission and distribution lines; ● a reduction in the price of natural gas or other natural resources as a result of new drilling techniques or other technological developments, a relaxation of associated regulatory standards, or broader economic or policy developments; ● energy conservation technologies and public initiatives to reduce electricity consumption; ● subsidies impacting electricity prices, including in connection with electricity generation and transmission; and ● development of new energy technologies that provide less expensive energy. A reduction in utility electricity prices would make the purchase of our solar service offerings less attractive. If the retail price of energy available from utilities were to decrease due to any of these or other reasons, we would be at a competitive disadvantage. As a result, we may be unable to attract new homeowners and growth would be limited. We face competition from both traditional energy companies and renewable energy companies. The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with large utilities. Our primary competitors are the traditional utilities that supply energy to potential customers. We compete with these utilities primarily based on price, predictability of price and the ease by which customers can switch to electricity generated by our solar energy systems. If we cannot offer compelling value to its customers based on these factors, then our business will not grow. Utilities generally have substantially greater financial, technical, operational and other resources than us. As a result of their greater size, these competitors may be able to devote more resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Utilities could also offer other value- added products and services that could help them compete with us even if the cost of electricity they offer is higher than ours. In addition, a majority of utilities’ sources of electricity is non-solar, which may allow utilities to sell electricity more cheaply than electricity generated by our solar energy systems. Our business is concentrated in certain markets including California, putting us at risk of region-specific disruptions. As of September 29, 2024, a substantial portion of our installations were in California. We expect much of its near-term future growth to occur in California, further concentrating our customer base and operational infrastructure. Accordingly, our business and operations results are particularly susceptible to adverse economic, regulatory, pollical, weather, and other conditions in this market and other markets that may become similarly concentrated. We may not have adequate insurance, including business interruption insurance, to compensate for losses that may occur from any such significant events. A significant natural disaster could have a material adverse impact on our business, results of operations and financial condition. In addition, acts of terrorism or malicious computer viruses could cause disruptions in our business, our partners’ businesses or the economy as a whole. To the extent that these disruptions result in delays or cancellations of installations or the deployment of solar service offerings, our business, results of operations and financial condition would be adversely affected. 64 Our growth strategy depends on the widespread adoption of solar power technology. The distributed residential solar energy market is at a relatively early stage of development compared to fossil fuel-based electricity generation. If additional demand for distributed residential solar energy systems fails to develop sufficiently or takes longer to develop than we anticipate, the company may be unable to originate additional solar service agreements and related solar energy systems and energy storage systems to grow the business. In addition, demand for solar energy systems and energy storage systems in our targeted markets may not develop to the extent it anticipates. As a result, we may need to successfully broaden our customer base through origination of solar service agreements and related solar energy systems and energy storage systems within its current markets or in new markets we may enter. Many factors may affect the demand for solar energy systems, including, but not limited to, the following: ● availability, substance and magnitude of solar support programs including government targets, subsidies, incentives, renewable portfolio standards and residential net metering rules; ● the relative pricing of other conventional and non-renewable energy sources, such as natural gas, coal, oil and other fossil fuels, wind, utility-scale solar, nuclear, geothermal and biomass; ● performance, reliability and availability of energy generated by solar energy systems compared to conventional and other non-solar renewable energy sources; ● availability and performance of energy storage technology, the ability to implement such technology for use in conjunction with solar energy systems and the cost competitiveness such technology provides to customers as compared to costs for those customers reliant on the conventional electrical grid; and ● general economic conditions and the level of interest rates. The residential solar energy industry is constantly evolving, which makes it difficult to evaluate our prospects. We cannot be certain if historical growth rates reflect future opportunities, or its anticipated growth will be realized. The failure of distributed residential solar energy to achieve, or its being significantly delayed in achieving, widespread adoption could have a material adverse effect on our business, financial condition and results of operations. Our business could be adversely affected by seasonal trends, poor weather, labor shortages, and construction cycles. Our business is subject to significant industry-specific seasonal fluctuations. In the U.S., many customers make purchasing decisions towards the end of the year in order to take advantage of tax credits. In addition, sales in the new home development market are often tied to construction market demands, which tend to follow national trends in construction, including declining sales during cold weather months. 65 Natural disasters, terrorist activities, political unrest, economic volatility, and other outbreaks could disrupt our delivery and operations, which could materially and adversely affect our business, financial condition, and results of operations. Global pandemics or fear of spread of contagious diseases, such as Ebola virus disease (EVD), coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome (MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, avian flu and monkeypox, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our business operations, reduce or restrict operations and services, incur significant costs to protect its employees and facilities, or result in regional or global economic distress, which may materially and adversely affect business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, future disruptions in access to bank deposits or lending commitments due to bank failures and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations. On February 24, 2022, the Russian Federation launched an invasion of Ukraine that has had an immediate impact on the global economy resulting in higher energy prices and higher prices for certain raw materials and goods and services which in turn is contributing to higher inflation in the U.S. and other countries across the globe with significant disruption to financial markets. We have outsourced product development and software engineering in Ukraine, and we may potentially indirectly be adversely impacted any significant disruption it has caused and may continue to escalate. Similarly, the current armed conflict in Israel and the Gaza Strip may impact our operations. Any one or more of these events may impede our operation and delivery efforts and adversely affect sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations. We cannot predict the full effects the supply chain constraints will have on our business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. We depend on a limited number of customers and sales contracts for a significant portion of revenues, and the loss of any customer or cancellation of any contract may cause significant fluctuations or declines in revenues. In the thirty-nine weeks ended September 29, 2024, no customer accounted for more than 10% of our revenues. In 2023, our top customer accounted for 55% of our total revenues, while in 2022 another customer accounted for 47% of our total revenues from continuing operations. As a result of customer concentration, our financial performance may fluctuate significantly from period to period based, among others, on exogenous circumstances related to its clients. In addition, any one of the following events may materially adversely affect cash flows, revenues and results of operations: ● reduction, delay or cancellation of orders from one or more significant customers; ● loss of one or more significant customers and failure to identify additional or replacement customers; ● failure of any significant customers to make timely payment for our products; or ● the customers becoming insolvent or having difficulties meeting their financial obligations for any reason. We are exposed to the credit risk of customers and payment delinquencies on its accounts receivables. While customer defaults have been immaterial to date, we expect that the risk of customer defaults may increase as we grow our business. If we experience increased customer credit defaults, our revenue and our ability to raise new investment funds could be adversely affected. If economic conditions worsen, certain of our customers may face liquidity concerns and may be unable to satisfy their payment obligations to us on a timely basis or at all, which could have a material adverse effect on our financial condition and results of operations. We may not realize the anticipated benefits of past or future acquisitions, including the transactions under the SunPower APA, and integration of these acquisitions may disrupt our business.* In November 2022, we acquired The Solaria Corporation (“Solaria”), after which Complete Solar was renamed “Complete Solaria, Inc.” In October 2023, we sold the solar panel assets of Solaria, including intellectual property and customer contracts, to Maxeon Solar Technologies, Ltd., which resulted in an impairment loss of $147.5 million and loss on disposal of $1.8 million. Also, in July 2024, we acquired selected assets of Core Energy. On August 5, 2024, we entered into an Asset Purchase Agreement (the “APA”) among the Company, SunPower Corporation and its direct and indirect subsidiaries (collectively “SunPower”) providing for the sale and purchase of certain assets relating to SunPower’s Blue Raven Solar business and certain assets relating to the new homes and non-installing dealer network activities previously operated by SunPower (the “Acquired Assets”). The APA was entered into in connection with a voluntary petition filed by SunPower under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532 (“Bankruptcy Code”). The sale by SunPower was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware. The Company completed the acquisition of the Acquired Assets effective September 30, 2024 in consideration for a cash purchase price of $45.0 million. In addition to these transactions, in the future, we may acquire additional companies, project pipelines, products, or technologies, or enter into joint ventures or other strategic initiatives. 66 Additionally, our ability as an organization to integrate acquisitions, including with respect to the assets acquired under the APA with SunPower (the “SunPower Acquisition”), is unproven. We may not realize the anticipated benefits of our acquisitions or any other future acquisition or the acquisition may be viewed negatively by customers, financial markets or investors. The SunPower Acquisition and other acquisitions have numerous risks, including, but not limited to, the following: ● difficulty in assimilating the operations and personnel of the acquired company; ● difficulty or inability to fund or finance the expanded business operations that result from an acquisition or to satisfy liabilities or obligations acquired by the Company in connection with such transactions; ● difficulty in maintaining controls, procedures and policies during the transition and integration; ● disruption of ongoing business and distraction of management and employees from other opportunities and challenges due to integration issues; ● difficulty integrating the acquired company’s accounting, management information and other administrative systems; ● inability to retain key technical and managerial personnel of the acquired business; ● inability to retain key customers, vendors, and other business partners of the acquired business; ● inability to achieve the financial and strategic goals for the acquired and combined businesses; ● incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact operating results; ● failure of due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things; ● inability to assert that internal controls over financial reporting are effective; and ● inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions. 67 We depend on our intellectual property and may face intellectual property infringement claims that could be time-consuming and costly to defend and could result in the loss of significant rights. From time to time, we and our customers, or the third parties with whom we work may receive letters, including letters from other third parties, and may become subject to lawsuits with such third parties alleging infringement of their patents. Additionally, we are required by contract to indemnify some customers and third-party intellectual property providers for certain costs and damages of patent infringement in circumstances where our products are a factor creating the customer’s or these third-party providers’ infringement liability. This practice may subject us to significant indemnification claims by customers and third-party providers. We cannot assure investors that indemnification claims will not be made or that these claims will not harm our business, operating results or financial condition. Intellectual property litigation is very expensive and time-consuming and could divert management’s attention from our business and could have a material adverse effect on our business, operating results or financial condition. If there is a successful claim of infringement against us, our customers or our third-party intellectual property providers, we may be required to pay substantial damages to the party claiming infringement, stop selling products or using technology that contains the allegedly infringing intellectual property, or enter into royalty or license agreements that may not be available on acceptable terms, if at all. Parties making infringement claims may also be able to bring an action before the International Trade Commission that could result in an order stopping the importation into the U.S. of our solar products. Any of these judgments could materially damage our business. We may have to develop non-infringing technology, and our failure in doing so or in obtaining licenses to the proprietary rights on a timely basis could have a material adverse effect on the business. We may be required to file claims against other parties for infringing its intellectual property that may be costly and may not be resolved in its favor. To protect our intellectual property rights and to maintain competitive advantage, we have filed, and may continue to file, suits against parties we believe infringe or misappropriate our intellectual property. Intellectual property litigation is expensive and time-consuming, could divert management’s attention from our business, and could have a material adverse effect on our business, operating results, or financial condition, and our enforcement efforts may not be successful. In addition, the validity of our patents may be challenged in such litigation. Our participation in intellectual property enforcement actions may negatively impact our financial results. Developments in technology or improvements in distributed solar energy generation and related technologies or components may materially adversely affect demand for our offerings. Significant developments in technology, such as advances in distributed solar power generation, energy storage solutions such as batteries, energy storage management systems, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of distributed or centralized power production may materially and adversely affect demand for our offerings and otherwise affect our business. Future technological advancements may result in reduced prices to consumers or more efficient solar energy systems than those available today, either of which may result in current customer dissatisfaction. We may not be able to adopt these new technologies as quickly as its competitors or on a cost-effective basis. Additionally, recent technological advancements may impact our business in ways not currently anticipated. Any failure by us to adopt or have access to new or enhanced technologies or processes, or to react to changes in existing technologies, could result in product obsolescence or the loss of competitiveness of and decreased consumer interest in its solar energy services, which could have a material adverse effect on its business, financial condition and results of operations. 68 Our business is subject to complex and evolving data protection laws. Many of these laws and regulations are subject to change and uncertain interpretation and could result in claims, increased cost of operations or otherwise harm its business. Consumer personal privacy and data security have become significant issues and the subject of rapidly evolving regulation in the U.S. Furthermore, federal, state and local government bodies or agencies have in the past adopted, and may in the future adopt, more laws and regulations affecting data privacy. For example, the state of California enacted the California Consumer Privacy Act of 2018 (“CCPA”), and California voters recently approved the California Privacy Rights Act (“CPRA”). The CCPA creates individual privacy rights for consumers and places increased privacy and security obligations on entities handling the personal data of consumers or households. The CCPA went into effect in January 2020, and it requires covered companies to provide new disclosures to California consumers, provides such consumers, business-to-business contacts and employees new ways to opt-out of certain sales of personal information, and allows for a new private right of action for data breaches. The CPRA modifies the CCPA and imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. The CCPA and the CPRA may significantly impact Complete Solaria’s business activities and require substantial compliance costs that adversely affect its business, operating results, prospects and financial condition. To date, we have not experienced substantial compliance costs in connection with fulfilling the requirements under the CCPA or CPRA. However, we cannot be certain that compliance costs will not increase in the future with respect to the CCPA and CPRA or any other recently passed consumer privacy regulation. Outside the U.S., an increasing number of laws, regulations, and industry standards may govern data privacy and security. For example, the European Union’s General Data Protection Regulation (“ EU GDPR ”) and the United Kingdom’s GDPR (“ UK GDPR ”) impose strict requirements for processing personal data. Under the EU GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. Non-compliance with the UK GDPR may result in substantially similar adverse consequences to those in relation to the EU GDPR, including monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher. In addition, we may be unable to transfer personal data from Europe and other jurisdictions to the U.S. or other countries due to data localization requirements or limitations on cross-border data flows. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“ EEA ”) and the United Kingdom have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it believes are not adequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross- border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the U.S. in compliance with law, such as the EEA and UK’s standard contractual clauses, these mechanisms are subject to legal challenges, and there is no assurance that Complete Solaria can satisfy or rely on these measures to lawfully transfer personal data to the U.S. If there is no lawful manner for us to transfer personal data from the EEA, the UK, or other jurisdictions to the U.S., or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of its operations, the need to relocate part of or all of its business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against its processing or transferring of personal data necessary to operate its business. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the EU GDPR’s cross-border data transfer limitations. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations and policies, could result in additional cost and liability to us damage our reputation, inhibit sales and adversely affect our business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to our business may limit the use and adoption of, and reduce the overall demand for, its solutions. If we are not able to adjust to changing laws, regulations and standards related to privacy or security, our business may be harmed. 69 Any unauthorized access to or disclosure or theft of personal information we gather, store or use could harm our reputation and subject us to claims or litigation. We receive, store and use personal information of customers, including names, addresses, e-mail addresses, and other housing and energy use information. We also store information of dealers, including employee, financial and operational information. We rely on the availability of data collected from customers and dealers in order to manage our business and market our offerings. We take certain steps in an effort to protect the security, integrity and confidentiality of the personal information collected, stored or transmitted, but there is no guarantee inadvertent or unauthorized use or disclosure will not occur or third parties will not gain unauthorized access to this information despite our efforts. Although we take precautions to provide for disaster recovery, our ability to recover systems or data may be expensive and may interfere with normal operations. Also, although we obtain assurances from such third parties that they will use reasonable safeguards to secure their systems, we may be adversely affected by unavailability of their systems or unauthorized use or disclosure or its data maintained in such systems. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, our suppliers or vendors and our dealers may be unable to anticipate these techniques or to implement adequate preventative or mitigation measures. Cyberattacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in critical systems, disruption of customers’ operations, loss or damage to data delivery systems, unauthorized release of confidential or otherwise protected information, corruption of data and increased costs to prevent, respond to or mitigate cybersecurity events. In addition, certain cyber incidents, such as advanced persistent threats, may remain undetected for an extended period. Unauthorized use, disclosure of or access to any personal information maintained by us or on the behalf of us, whether through breach of our systems, breach of the systems of our suppliers, vendors or dealers by an unauthorized party or through employee or contractor error, theft or misuse or otherwise, could harm our business. If any such unauthorized use, disclosure of or access to such personal information were to occur, our operations could be seriously disrupted and we could be subject to demands, claims and litigation by private parties and investigations, related actions and penalties by regulatory authorities. In addition, we could incur significant costs in notifying affected persons and entities and otherwise complying with the multitude of federal, state and local laws and regulations relating to the unauthorized access to, use of or disclosure of personal information. Finally, any perceived or actual unauthorized access to, use of or disclosure of such information could harm our reputation, substantially impair our business, financial condition and results of operations. While we currently maintain cybersecurity insurance, such insurance may not be sufficient to cover against claims, and we cannot be certain that cyber insurance will continue to be available on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. If we fail to comply with laws and regulations relating to interactions by the company or its dealers with current or prospective residential customers could result in negative publicity, claims, investigations and litigation and adversely affect financial performance. Our business substantially focuses on solar service agreements and transactions with residential customers. We offer leases, loans and other products and services to consumers by contractors in our dealer networks, who utilize sales people employed by or engaged as third-party service providers of such contractors. We and our dealers must comply with numerous federal, state and local laws and regulations that govern matters relating to interactions with residential consumers, including those pertaining to consumer protection, marketing and sales, privacy and data security, consumer financial and credit transactions, mortgages and refinancings, home improvement contracts, warranties and various means of customer solicitation, including under the laws described below in “ As sales to residential customers have grown, we have increasingly become subject to substantial financing and consumer protection laws and regulations. ” These laws and regulations are dynamic and subject to potentially differing interpretations and various federal, state and local legislative and regulatory bodies may initiate investigations, expand current laws or regulations, or enact new laws and regulations regarding these matters. Changes in these laws or regulations or their interpretation could dramatically affect how we and our dealers do business, acquire customers and manage and use information collected from and about current and prospective customers and the costs associated therewith. We and our dealers strive to comply with all applicable laws and regulations relating to interactions with residential customers. It is possible, however, these requirements may be interpreted and applied in a manner inconsistent from one jurisdiction to another and may conflict with other rules or our practices or the practices of our dealers. 70 Although we require dealers to meet consumer compliance requirements, we do not control dealers and their suppliers or their business practices. Accordingly, we cannot guarantee they follow ethical business practices such as fair wage practices and compliance with environmental, safety and other local laws. A lack of demonstrated compliance could lead us to seek alternative dealers or suppliers, which could increase costs and have a negative effect on business and prospects for growth. Violation of labor or other laws by our dealers or suppliers or the divergence of a dealer or supplier’s labor or other practices from those generally accepted as ethical in the U.S. or other markets in which the company does or intends to do business could also attract negative publicity and harm the business. From time to time, we have been included in lawsuits brought by the consumer customers of certain contractors in our networks, citing claims based on the sales practices of these contractors. While we have paid only minimal damages to date, we cannot be sure that a court of law would not determine that we are liable for the actions of the contractors in our networks or that a regulator or state attorney general’s office may hold us accountable for violations of consumer protection or other applicable laws by. Our risk mitigation processes may not be sufficient to mitigate financial harm associated with violations of applicable law by our contractors or ensure that any such contractor is able to satisfy its indemnification obligations to us. Any significant judgment against us could expose it to broader liabilities, a need to adjust our distribution channels for products and services or otherwise change our business model and could adversely impact the business. We may be unsuccessful in introducing new services and product offerings. We intend to introduce new offerings of services and products to both new and existing customers in the future, including home automation products and additional home technology solutions. We may be unsuccessful in significantly broadening our customer base through the addition of these services and products within current markets or in new markets the company may enter. Additionally, we may not be successful in generating substantial revenue from any additional services and products introduced in the future and may decline to initiate new product and service offerings. Damage to our brand and reputation or change or loss of use of our brand could harm our business and results of operations. We depend significantly on our reputation for high-quality products, excellent customer service and the brand name “Complete Solaria” to attract new customers and grow our business. If we fail to continue to deliver solar energy systems or energy storage systems within the planned timelines, if our offerings do not perform as anticipated or if we damage any of our customers’ properties or delays or cancels projects, our brand and reputation could be significantly impaired. Future technological improvements may allow the company to offer lower prices or offer new technology to new customers; however, technical limitations in our current solar energy systems and energy storage systems may prevent us from offering such lower prices or new technology to existing customers. In addition, given the sheer number of interactions our personnel or dealers operating on our behalf have with customers and potential customers, it is inevitable that some customers’ and potential customers’ interactions with us or dealers operating on our behalf will be perceived as less than satisfactory. This has led to instances of customer complaints, some of which have affected our digital footprint on rating websites and social media platforms. If we cannot manage hiring and training processes to avoid or minimize these issues to the extent possible, our reputation may be harmed and our ability to attract new customers would suffer. In addition, if we were to no longer use, lose the right to continue to use or if others use the “Complete Solaria” brand, we could lose recognition in the marketplace among customers, suppliers and dealers, which could affect our business, financial condition, results of operations and would require financial and other investment and management attention in new branding, which may not be as successful. 71 Our success depends on the continuing contributions of key personnel. We rely heavily on the services of our key executive officers and the loss of services of any principal member of the management team could adversely affect operations. There have been, and from time to time there may continue to be, changes in our management team resulting from the hiring or departure of executives and key employees, or the transition of executives within our business, which could disrupt our business. We are investing significant resources in developing new members of management as we complete our restructuring and strategic transformation. We also anticipate that over time we will need to hire a number of highly skilled technical, sales, marketing, administrative, and accounting personnel. The competition for qualified personnel is intense in this industry. We may not be successful in attracting and retaining sufficient numbers of qualified personnel to support its anticipated growth. We cannot guarantee that any employee will remain employed with us for any definite period of time since all employees, including key executive officers, serve at-will and may terminate their employment at any time for any reason. If we or our dealers or suppliers fail to hire and retain sufficient employees and service providers in key functions, our growth and ability to timely complete customer projects and successfully manage customer accounts would be constrained. To support growth, we and our dealers need to hire, train, deploy, manage and retain a substantial number of skilled employees, engineers, installers, electricians and sales and project finance specialists. Competition for qualified personnel in this industry has increased substantially, particularly for skilled personnel involved in the installation of solar energy systems. We and our dealers also compete with the homebuilding and construction industries for skilled labor. These industries are cyclical and when participants in these industries seek to hire additional workers, it puts upward pressure on us and our dealers’ labor costs. Companies with whom our dealers compete to hire installers may offer compensation or incentive plans that certain installers may view as more favorable. As a result, our dealers may be unable to attract or retain qualified and skilled installation personnel. The further unionization of the industry’s labor force or the homebuilding and construction industries’ labor forces could also increase our dealers’ labor costs. Shortages of skilled labor could significantly delay a project or otherwise increase dealers’ costs. Further, we need to continue to increase the training of the customer service team to provide high-end account management and service to homeowners before, during and following the point of installation of its solar energy systems. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. It can take several months before a new customer service team member is fully trained and productive at the standards established by us. If we are unable to hire, develop and retain talented customer service or other personnel, we may not be able to grow our business. Our operating results and ability to grow may fluctuate from quarter to quarter and year to year, which could make future performance difficult to predict and could cause operating results for a particular period to fall below expectations. Our quarterly and annual operating results and its ability to grow are difficult to predict and may fluctuate significantly. We have experienced seasonal and quarterly fluctuations in the past and expect to experience such fluctuations in the future. In addition to the other risks described in this “Risk Factors” section, the following factors could cause operating results to fluctuate: ● expiration or initiation of any governmental rebates or incentives; 72 ● significant fluctuations in customer demand for our solar energy services, solar energy systems and energy storage systems, including as a result of changes in interest rates; ● our dealers’ ability to complete installations in a timely manner; ● our and our dealers’ ability to gain interconnection permission for an installed solar energy system from the relevant utility; ● the availability, terms and costs of suitable financing; ● the amount, timing of sales and potential decreases in value of Solar Renewable Energy Certificates (“SRECs”); ● our ability to continue to expand its operations and the amount and timing of expenditures related to this expansion; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments; ● changes in our pricing policies or terms or those of competitors, including centralized electric utilities; ● actual or anticipated developments in competitors’ businesses, technology or the competitive landscape; and ● natural disasters or other weather or meteorological conditions. For these or other reasons, the results of any prior quarterly or annual periods should not be relied upon as indications of our future performance. Our ability to obtain insurance on the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events or company-specific events, as well as the financial condition of insurers. Our insurance policies cover legal and contractual liabilities arising out of bodily injury, personal injury or property damage to third parties and are subject to policy limits. However, such policies do not cover all potential losses, and coverage is not always available in the insurance market on commercially reasonable terms. In addition, we may have disagreements with insurers on the amount of recoverable damages and the insurance proceeds received for any loss of, or any damage to, any of our assets may be claimed by lenders under financing arrangements or otherwise may not be sufficient to restore the loss or damage without a negative impact on its results of operations. Furthermore, the receipt of insurance proceeds may be delayed, requiring us to use cash or incur financing costs in the interim. To the extent our experiences covered losses under its insurance policies, the limit of our coverage for potential losses may be decreased or the insurance rates it has to pay increased. Furthermore, the losses insured through commercial insurance are subject to the credit risk of those insurance companies. While we believe our commercial insurance providers are currently creditworthy, we cannot assure such insurance companies will remain so in the future. We may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates. The insurance coverage obtained may contain large deductibles or fail to cover certain risks or all potential losses. In addition, our insurance policies are subject to annual review by insurers and may not be renewed on similar or favorable terms, including coverage, deductibles or premiums, or at all. If a significant accident or event occurs for which we are not fully insured or the company suffers losses due to one or more of its insurance carriers defaulting on their obligations or contesting their coverage obligations, it could have a material adverse effect on our business, financial condition and results of operations. We may be subject to breaches of our information technology systems, which could lead to disclosure of internal information, damage to our reputation or relationships with dealers, suppliers, and customers, and disrupt access to online services. Such breaches could subject us to significant reputational, financial, legal, and operational consequences. Our business requires the use and storage of confidential and proprietary information, intellectual property, commercial banking information, personal information concerning customers, employees, and business partners, and corporate information concerning internal processes and business functions. Malicious attacks to gain access to such information affects many companies across various industries, including ours. 73 Where appropriate, we use encryption and authentication technologies to secure the transmission and storage of data. These security measures may be compromised as a result of third-party security breaches, employee error, malfeasance, faulty password management, or other irregularity or malicious effort, and result in persons obtaining unauthorized access to data. We devote resources to network security, data encryption, and other security measures to protect our systems and data, but these security measures cannot provide absolute security. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, target end users through phishing and other malicious techniques, and/or may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventative measures. As a result, we may experience a breach of our systems in the future that reduces our ability to protect sensitive data. In addition, hardware, software, or applications we develop or procures from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deceiving team members, contractors and temporary staff. If we experience, or are perceived to have experienced, a significant data security breach, fail to detect and appropriately respond to a significant data security breach, or fail to implement disclosure controls and procedures that provide for timely disclosure of data security breaches deemed material to our business, including corrections or updates to previous disclosures, we could be exposed to a risk of loss, increased insurance costs, remediation and prospective prevention costs, damage to our reputation and brand, litigation and possible liability, or government enforcement actions, any of which could detrimentally affect our business, results of operations, and financial condition. We may also share information with contractors and third-party providers to conduct business. While we generally review and typically request or require such contractors and third-party providers to implement security measures, such as encryption and authentication technologies to secure the transmission and storage of data, those third-party providers may experience a significant data security breach, which may also detrimentally affect our business, results of operations, and financial condition as discussed above. See also under this section, “ We may be required to file claims against other parties for infringing its intellectual property that may be costly and may not be resolved in our favor .” We rely substantially upon trade secret laws and contractual restrictions to protect our proprietary rights, and, if these rights are not sufficiently protected, our ability to compete and generate revenue could suffer. As sales to residential customers have grown, we have increasingly become subject to consumer protection laws and regulations. As we continue to seek to expand our retail customer base, our activities with customers are subject to consumer protection laws that may not be applicable to other businesses, such as federal truth-in-lending, consumer leasing, telephone and digital marketing, and equal credit opportunity laws and regulations, as well as state and local finance laws and regulations. Claims arising out of actual or alleged violations of law may be asserted against us by individuals or governmental entities and may expose the company to significant damages or other penalties, including fines. In addition, our affiliations with third-party dealers may subject the company to alleged liability in connection with actual or alleged violations of law by such dealers, whether or not actually attributable to us, which may expose us to significant damages and penalties, and we may incur substantial expenses in defending against legal actions related to third-party dealers, whether or not ultimately found liable. The competitive environment in which we operate often requires the undertaking of customer obligations, which may turn out to be costlier than anticipated and, in turn, materially and adversely affect our business, results of operations and financial condition. We are often required, at the request of our end customer, to undertake certain obligations such as: ● system output performance warranties; and ● system maintenance. 74 Such customer obligations involve complex accounting analyses and judgments regarding the timing of revenue and expense recognition, and in certain situations these factors may require us to defer revenue or profit recognition until projects are completed or until contingencies are resolved, which could adversely affect revenues and profits in a particular period. We are subject to risks associated with construction, cost overruns, delays, regulatory compliance and other contingencies, any of which could have a material adverse effect on its business and results of operations. We are a licensed contractor in certain communities that we service and are ultimately responsible as the contracting party for every solar energy system installation. A significant portion of our business depends on obtaining and maintaining required licenses in various jurisdictions. All such licenses are subject to audit by the relevant government agency. Our failure to obtain or maintain required licenses could result in the termination of certain of our contracts. For example, we hold a license with California’s Contractors State License Board (the “ CSLB ”) and that license is currently under probation with the CSLB. If we fail to comply with the CSLB’s law and regulations, it could result in termination of certain of our contracts, monetary penalties, extension of the license probation period or revocation of its license in California. In addition, we may be liable, either directly or through its solar partners, to homeowners for any damage we cause to them, their home, belongings or property during the installation of our systems. For example, we either directly or through its solar partners, frequently penetrate homeowners’ roofs during the installation process and may incur liability for the failure to adequately weatherproof such penetrations following the completion of construction. In addition, because the solar energy systems we or our solar partners deploy are high voltage energy systems, we may incur liability for failing to comply with electrical standards and manufacturer recommendations. Further, we or our solar partners may face construction delays or cost overruns, which may adversely affect our or our solar partners’ ability to ramp up the volume of installation in accordance with our plans. Such delays or overruns may occur as a result of a variety of factors, such as labor shortages, defects in materials and workmanship, adverse weather conditions, transportation constraints, construction change orders, site changes, labor issues and other unforeseen difficulties, any of which could lead to increased cancellation rates, reputational harm and other adverse effects. In addition, the installation of solar energy systems, energy storage systems, and other energy-related products requiring building modifications are subject to oversight and regulation in accordance with national, state, and local laws and ordinances relating to building, fire, and electrical codes, safety, environmental protection, utility interconnection and metering, and related matters. We also rely on certain employees to maintain professional licenses in many of the jurisdictions in which we operate, and the failure to employ properly licensed personnel could adversely affect our licensing status in those jurisdictions. It is difficult and costly to track the requirements of every individual authority having jurisdiction over our installations and to design solar energy systems to comply with these varying standards. Any new government regulations or utility policies pertaining to our systems may result in significant additional expenses to homeowners and us and, as a result, could cause a significant reduction in demand for solar service offerings. While we have a variety of stringent quality standards that the company applies in the selection of its solar partners, we do not control our suppliers and solar partners or their business practices. Accordingly, we cannot guarantee that they follow our standards or ethical business practices, such as fair wage practices and compliance with environmental, safety and other local laws. A lack of demonstrated compliance could lead us to seek alternative suppliers or contractors, which could increase costs and result in delayed delivery or installation of our products, product shortages or other disruptions of its operations. Violation of labor or other laws by our suppliers and solar partners or the divergence of a supplier’s or solar partners’ labor or other practices from those generally accepted as ethical in the U.S. or other markets in which we do business could also attract negative publicity and harm our business, brand and reputation in the market. Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern.* Since our inception, we have incurred losses and negative cash flows from operations. We incurred net losses from continuing operations of $101.4 million and $96.2 million, during the thirty-nine week period ended September 29, 2024 and the fiscal year ended December 31, 2023, respectively, and had an accumulated deficit of $458.4 million and debt and derivative liabilities totaling $202.0 million as of September 29, 2024. We had cash and cash equivalents of $79.5 million, excluding restricted cash of $3.8 million, as of September 29, 2024, of which we used $45.0 million in the acquisition of certain assets of SunPower subsequent to September 29, 2024 and the remaining balance was held for working capital expenditures. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to meet our obligations and finance our operations. 75 If we are not able to secure adequate additional funding when needed, we will need to reevaluate our operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact our business, results of operations and future prospects. There can be no assurance that in the event we require additional financing, such financing will be available on terms that are favorable, or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on our ability to achieve our intended business objectives. We expect that we will need to raise additional funding to finance our operations. This additional financing may not be available on acceptable terms or at all. Failure to obtain this necessary capital when needed may force us to curtail planned programs or cease operations entirely. Our operations have consumed significant amounts of cash since inception. We expect to incur significant operating expenses as we continue to grow our business. We believe that our operating losses and negative operating cash flows will continue into the foreseeable future. We had cash and cash equivalents of $79.5 million, excluding restricted cash of $3.8 million, as of September 29, 2024. Subsequent to September 29, 2024, we used $45.0 million for the acquisition of certain assets of SunPower. Our cash position raises substantial doubt regarding our ability to continue as a going concern for 12 months after the consolidated financial statements issuance. We will require substantial additional capital to continue operations. Such additional capital might not be available when we need it, and our actual cash requirements might be greater than anticipated. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders, and our financial condition, results of operations, business and prospects could be materially and adversely affected. We have identified material weaknesses in our internal controls over financial reporting. If we are unable to maintain effective internal controls over financial reporting and disclosure controls and procedures, the accuracy and timeliness of our financial and operating reporting may be adversely affected, and confidence in our operations and disclosures may be lost. In connection with the preparation and audit of our financial statements for the years ended December 31, 2022 and 2021, and our consolidated financial statements for the year ended December 31, 2023, our management identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or combination of 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. The material weakness is as follows: ● We do not have sufficient full-time accounting personnel, (i) to enable appropriate reviews over the financial close and reporting process, (ii) to allow for appropriate segregation of duties, and (iii) with the requisite experience and technical accounting knowledge to identify, review and resolve complex accounting issues under generally accepted accounting principles in the U.S. (“GAAP”). Additionally, we did not adequately design and/or implement controls related to conducting a formal risk assessment process. 76 In connection with the preparation and audit of our consolidated financial statements for the year ended December 31, 2023, our management identified a material weakness in our internal control over financial reporting. The material weakness is as follows: ● Inventory controls related to the completeness, existence, and cut-off of inventories held at third parties, and controls related to the calculation of adjustments to inventory for items considered excessive and obsolete. Had such an evaluation been performed, additional control deficiencies may have been identified by the Company’s management, and those control deficiencies could have also represented one or more material weaknesses. Complete Solaria was not required to evaluate internal control over financial reporting as of December 31, 2023 in accordance with the provisions of the Sarbanes-Oxley Act. Had such an evaluation been performed, Complete Solaria’s management may have identified additional control deficiencies, and those control deficiencies could have also represented one or more material weaknesses. We have taken certain steps, such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement our internal resources, to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses. Although we plan to complete this remediation process as quickly as possible, we cannot estimate how long it will take. We cannot assure 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 such measures will prevent or avoid potential future material weaknesses. If we are not able to maintain effective internal control over financial reporting and disclosure controls and procedures, 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. Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant penalties, operational delays and adverse publicity. The installation and ongoing operations and maintenance of solar energy systems and energy storage systems requires individuals hired by us, our dealers, or third-party contractors, potentially including employees, to work at heights with complicated and potentially dangerous electrical systems. The evaluation and modification of buildings as part of the installation process requires these individuals to work in locations that may contain potentially dangerous levels of asbestos, lead, mold or other materials known or believed to be hazardous to human health. There is substantial risk of serious injury or death if proper safety procedures are not followed. Our operations are subject to regulation by the Occupational Safety and Health Administration (“OSHA”) and the Department of Transportation (“DOT”) and equivalent state and local laws. Changes to OSHA or DOT requirements, or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs. If we fail to comply with applicable OSHA or DOT regulations, even if no work-related serious injury or death occurs, we may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures or suspend or limit operations. Because individuals hired by us or on our behalf to perform installation and ongoing operations and maintenance of the company’s solar energy systems and energy storage systems, including its dealers and third-party contractors, are compensated on a per project basis, they are incentivized to work more quickly than installers compensated on an hourly basis. While we have not experienced a high level of injuries to date, this incentive structure may result in higher injury rates than others in the industry and could accordingly expose the company to increased liability. Individuals hired by or on behalf of us may have workplace accidents and receive citations from OSHA regulators for alleged safety violations, resulting in fines. Any such accidents, citations, violations, injuries or failure to comply with industry best practices may subject us to adverse publicity, damage its reputation and competitive position and adversely affect the business. 77 Our business has benefited from the declining cost of solar energy system components, but it may be harmed if the cost of such components stabilizes or increases in the future. Our business has benefited from the declining cost of solar energy system components and to the extent such costs stabilize, decline at a slower rate or increase, our future growth rate may be negatively impacted. The declining cost of solar energy system components and the raw materials necessary to manufacture them has been a key driver in the price of our solar energy systems, and the prices charged for electricity and customer adoption of solar energy. Solar energy system component and raw material prices may not continue to decline at the same rate as they have over the past several years or at all. In addition, growth in the solar industry and the resulting increase in demand for solar energy system components and the raw materials necessary to manufacture them may also put upward pressure on prices. An increase of solar energy system components and raw materials prices could slow growth and cause business and results of operations to suffer. Further, the cost of solar energy system components and raw materials has increased and could increase in the future due to tariff penalties, duties, the loss of or changes in economic governmental incentives or other factors. Product liability claims against us could result in adverse publicity and potentially significant monetary damages. It is possible our solar energy systems or energy storage systems could injure customers or other third parties or our solar energy systems or energy storage systems could cause property damage as a result of product malfunctions, defects, improper installation, fire or other causes. Any product liability claim we face could be expensive to defend and may divert management’s attention. The successful assertion of product liability claims against us could result in potentially significant monetary damages, potential increases in insurance expenses, penalties or fines, subject the company to adverse publicity, damage our reputation and competitive position and adversely affect sales of solar energy systems or energy storage systems. In addition, product liability claims, injuries, defects or other problems experienced by other companies in the residential solar industry could lead to unfavorable market conditions to the industry as a whole and may have an adverse effect on our ability to expand its portfolio of solar service agreements and related solar energy systems and energy storage systems, thus affecting our business, financial condition and results of operations. Our warranty costs may exceed the warranty reserve. We provide warranties that cover parts performance and labor to purchasers of our solar modules. We maintain a warranty reserve on our financial statements, and our warranty claims may exceed the warranty reserve. Any significant warranty expenses could adversely affect our financial condition and results of operations. Significant warranty problems could impair our reputation which could result in lower revenue and a lower gross margin. We are subject to legal proceedings and regulatory inquiries and may be named in additional claims or legal proceedings or become involved in regulatory inquiries, all of which are costly, distracting to our core business and could result in an unfavorable outcome or harm our business, financial condition, results of operations or the trading price for our securities. We are involved in claims, legal proceedings that arise from normal business activities. In addition, from time to time, third parties may assert claims against us. We evaluate all claims, lawsuits and investigations with respect to their potential merits, our potential defenses and counter claims, settlement or litigation potential and the expected effect on us. In the event that we are involved in significant disputes or are the subject of a formal action by a regulatory agency, we could be exposed to costly and time-consuming legal proceedings that could result in any number of outcomes. Although outcomes of such actions vary, any claims, proceedings or regulatory actions initiated by or against us whether successful or not, could result in expensive costs of defense, costly damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of management time, diversion of significant operational resources or some other harm to the business. In any of these cases, our business, financial condition or results of operations could be negatively impacted. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Depending on the nature and timing of any such controversy, an unfavorable resolution of a matter could materially affect our future business, financial condition or results of operations, or all of the foregoing, in a particular quarter. 78 The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified directors and officers. We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time- consuming. A number of those requirements will require us to carry out activities we had not done previously. If any issues in complying with those requirements are identified (for example, if we or the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. Our ability to use net operating loss carryforwards and certain other tax attributes may be limited. We have incurred substantial losses during our history and do not expect to become profitable in the near future and may never achieve profitability. Under current U.S. federal income tax law, unused losses for the tax year ended December 31, 2017 and prior tax years will carry forward to offset future taxable income, if any, until such unused losses expire, and unused federal losses generated after December 31, 2017 will not expire and may be carried forward indefinitely but will be only deductible to the extent of 80% of current year taxable income in any given year. Many states have similar laws. In addition, both current and future unused net operating loss (“ NOL ”) carryforwards and other tax attributes may be subject to limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in equity ownership by certain stockholders over a three-year period. The Business Combination may have resulted in an ownership change for us and, accordingly, our NOL carryforwards and certain other tax attributes may be subject to limitations (or disallowance) on their use after the Business Combination. Our NOL carryforwards may also be subject to limitation as a result of prior shifts in equity ownership. Additional ownership changes in the future could result in additional limitations on our NOL carryforwards. Consequently, even if we achieve profitability, we may not be able to utilize a material portion of our NOL carryforwards and other tax attributes, which could have a material adverse effect on cash flow and results of operations. The trading price of our common stock may be volatile, and you could lose all or part of your investment. Fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there was no public market for Solaria’s stock and trading in the shares of our common stock (prior to consummation of the Business Combination, “FACT Common Stock”) was not active. Accordingly, the valuation ascribed to Solaria and FACT Common Stock in the Business Combination may not have been indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. 79 Factors affecting the trading price of our securities: ● actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; ● changes in the market’s expectations about our operating results; ● success of competitors; ● our operating results failing to meet the expectation of securities analysts or investors in a particular period; ● changes in financial estimates and recommendations by securities analysts concerning us or the market in general; ● operating and stock price performance of other companies that investors deem comparable to us; ● our ability to develop product candidates; ● changes in laws and regulations affecting our business; ● commencement of, or involvement in, litigation involving us; ● changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; ● the volume of shares of our securities available for public sale ● any major change in our board of directors or management; ● sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and ● general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline. The trading market for our securities is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If any of the analysts who currently cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst who currently cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline. If we obtain additional coverage and any new analyst issues, an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our operating results fail to meet the expectations of analysts, our stock price could decline. A market for our securities may not continue, which would adversely affect the liquidity and price of our securities. The price of our securities may fluctuate significantly due to general market and economic conditions and an active trading market for our securities may not be sustained. In addition, the price of our securities can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. If our securities are not listed on, or become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained. 80 There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.* We have not complied in the past, and we may not be able to comply in the future, with the continued listing standards of Nasdaq. On April 16, 2024, we received written notice (“NASDAQ Notice”) from Nasdaq notifying us that we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. We had 180 calendar days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common stock was required to be at least $1.00 per share for a minimum of ten consecutive business days before October 14, 2024. We subsequently satisfied this requirement and on June 3, 2024, we received written notice from the Nasdaq notifying the Company that it had regained compliance with the minimum bid price requirement. Also on April 16, 2024, we received a letter (“NASDAQ Letter”) from the staff at Nasdaq notifying us that, for the 30 consecutive trading days prior to the date of the NASDAQ Letter, our common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of our common stock on The Nasdaq Global Market. In accordance with Nasdaq listing rule 5810(c)(3)(C), we had 180 calendar days, or until October 14, 2024, to regain compliance. The NASDAQ Letter notes that to regain compliance, our common stock must trade at or above a level such that our MVLS closes at or above $50,000,000 for a minimum of ten consecutive business days during the compliance period, which ended October 14, 2024. The Company believes it has satisfied the requirements of the NASDAQ Letter prior to the deadline. The Nasdaq staff has not provided written notice that the Company has regained compliance with this requirement. If Nasdaq delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including: ● a limited availability of market quotations for our securities; ● a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock; ● a limited amount of analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. Sales of a substantial number of our common stock in the public market by our shareholders could cause the price of our common stock to decline. Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could decline. 81 Provisions in our Certificate of Incorporation and Bylaws and provisions of the Delaware General Corporation Law may delay or prevent an acquisition by a third party that could otherwise be in the interests of shareholders. Our Certificate of Incorporation and Bylaws contain several provisions that may make it more difficult or expensive for a third party to acquire control of us without the approval of our board. These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest, or other transaction that stockholders may consider favorable, include the following: ● advance notice requirements for stockholder proposals and director nominations; ● provisions limiting stockholders’ ability to call special meetings of stockholders and to take action by written consent; ● restrictions on business combinations with interested stockholders; ● no cumulative voting; and ● the ability of the board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions by such acquirer. These provisions of our Certificate of Incorporation and Proposed Bylaws could discourage potential takeover attempts and reduce the price that investors might be willing to pay for the shares of our common stock in the future, which could reduce the market price of our common stock. The provision of our Certificate of Incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts of the U.S. for certain types of lawsuits may have the effect of discouraging lawsuits against directors and officers. Our Certificate of Incorporation provides that, unless otherwise consented to by us in writing, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for the following types of actions or proceedings: ● any derivative action or proceeding brought on behalf of us; ● any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any of our current or former directors, officers, stockholders, employees or agents to us or our stockholders; ● any action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents relating to any provision of the Delaware General Corporation Law (“DGCL”) or our Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and ● any action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents governed by the internal affairs doctrine of the State of Delaware, in each such case unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Our Certificate of Incorporation will further provide that, unless otherwise consented to by us in writing to the selection of an alternative forum, the federal district courts of the U.S. will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint against any person in connection with any offering of our securities, asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in our securities will be deemed to have notice of and consented to this provision. Although our Certificate of Incorporation contains the choice of forum provisions described above, it is possible that a court could rule that such provisions are inapplicable for a particular claim or action or that such provisions are unenforceable. For example, under the Securities Act, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and, therefore, the exclusive forum provisions described above do not apply to any actions brought under the Exchange Act. 82 Although we believe these provisions will benefit us by limiting costly and time-consuming litigation in multiple forums and by providing increased consistency in the application of applicable law, these exclusive forum provisions may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and other employees. We may be required to repurchase up to 6,720,000 shares of common stock from the investors with whom we entered into Forward Purchase Agreements in connection with the closing of the Business Combination, which would reduce the amount of cash available to us to fund our growth plan. On and around July 13, 2023, FACT entered into separate Forward Purchase Agreements with certain investors (together, the “ FPA Investors ”), pursuant to which FACT (now Complete Solaria following the Closing) agreed to purchase in the aggregate, on the date that is 24 months after the Closing Date (the “ Maturity Date ”), up to 6,720,000 shares of common stock then held by the FPA Investors (subject to certain conditions and purchase limits set forth in the Forward Purchase Agreements). Pursuant to the terms of the Forward Purchase Agreements, each FPA Investor further agreed not to redeem any of the FACT Class A Ordinary Shares owned by it at such time. The per price at which the FPA Investors have the right to sell the shares to us on the Maturity Date will not be less than $5.00 per share. If the FPA Investors hold some or all of the 6,720,000 forward purchase agreement shares on the Maturity Date, and the per share trading price of our common stock is less than the per share price at which the FPA Investors have the right to sell the common stock to us on the Maturity Date, we would expect that the FPA Investors will exercise this repurchase right with respect to such shares. In the event that we are required to repurchase these forward purchase agreement shares, or in the event that the forward purchase agreements are terminated the amount of cash arising from the Business Combination that would ultimately be available to fund our liquidity and capital resource requirements would be reduced accordingly, which would adversely affect our ability to fund our growth plan in the manner we had contemplated when entering into the forward purchase agreements. Warrants to purchase shares of our common stock may not be exercised at all or may be exercised on a cashless basis and we may not receive any cash proceeds from the exercise of such warrants. The exercise price of warrants to purchase shares of our common stock may be higher than the prevailing market price of the underlying shares of common stock. The exercise price of such warrants is subject to market conditions and may not be advantageous if the prevailing market price of the underlying shares of common stock is lower than the exercise price. The cash proceeds associated with the exercise of such warrants to purchase our common stock are contingent upon our stock price. The value of our common stock will fluctuate and may not align with the exercise price of such warrants at any given time. If such warrants are “out of the money,” meaning the exercise price is higher than the market price of our common stock, there is a high likelihood that warrant holders may choose not to exercise their warrants. As a result, we may not receive any proceeds from the exercise of such warrants. Furthermore, with regard to certain warrants to purchase shares of our common stock that were issued in a private placement at the time of FACT’s IPO and warrants issued to certain selling securityholders in connection with conversion of working capital loans, it is possible that we may not receive cash upon their exercise, since these warrants may be exercised on a cashless basis. A cashless exercise allows warrant holders to convert the warrants into shares of our common stock without the need for a cash payment. Instead of paying cash upon exercise, the warrant holder would receive a reduced number of shares based on a predetermined formula. As a result, the number of shares issued through a cashless exercise will be lower than if the warrants were exercised on a cash basis, which could impact the cash proceeds we receive from the exercise of such warrants. 83 Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.* Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including 12% Notes and the 7% Notes (collectively, the “Convertible Senior Notes”), depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations, including the Convertible Senior Notes. The conversion features of the Convertible Senior Notes may adversely affect our financial condition and operating results.* The holders of Convertible Senior Notes will be entitled to convert their notes at and during specified periods at their option. If one or more holders elect to convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), at maturity we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. Certain provisions in the indentures governing the Convertible Senior Notes may delay or prevent an otherwise beneficial takeover attempt of us.* Certain provisions in the indentures governing the Convertible Senior Notes may make it more difficult or expensive for a third party to acquire us. For example, the indentures governing the Convertible Senior Notes will require us to repurchase the Convertible Senior Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase the Convertible Senior Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors. Conversion of the Convertible Senior Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.* The conversion of some or all of the Convertible Senior Notes may dilute the ownership interests of our stockholders. Upon conversion of the Convertible Senior Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Senior Notes may encourage short selling by market participants because the conversion of the Convertible Senior Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Senior Notes into shares of our common stock could depress the price of our common stock. The accounting method for the Convertible Senior Notes could adversely affect our reported financial condition and results.* The accounting method for reflecting the Convertible Senior Notes on our balance sheet, accruing interest expense for the Convertible Senior Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition. In August 2020, the Financial Accounting Standards Board (“FASB”) published Accounting Standards Update (“ASU”) 2020-06 (“ASU 2020-06”), which simplified certain of the accounting standards that apply to convertible notes. ASU 2020-06 eliminated the cash conversion and beneficial conversion feature modes used to separately account for embedded conversion features as a component of equity. Instead, an entity would account for convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the “if-converted” method for all convertible instruments in the diluted earnings per share calculation and to include the effect of potential share settlement for instruments that may be settled in cash or shares. ASU 2020-06 became effective for us beginning on January 1, 2022. In addition, we expect that the shares of common stock underlying the Convertible Senior Notes will be reflected in our diluted earnings per share using the “if converted” method, in accordance with ASU 2020-06. Under that method, diluted earnings per share would generally be calculated assuming that all the Convertible Senior Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share to the extent we are profitable in the future, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share. Furthermore, if any of the conditions to the convertibility of the Convertible Senior Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Senior Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders or holders of affiliate notes convert their notes or affiliate notes, respectively, following the satisfaction of those conditions and could materially reduce our reported working capital. 84 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS [None]. ITEM 3. DEFAULTS UPON SENIOR SECURITIES [None]. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION [ None ]. ITEM 6. EXHIBITS Exhibit Number Exhibit Description Form File Number Exhibit Filing Date 2.1 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 S-4 333-269674 2.1 May 30, 2023 2.2 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 S-4 333-269674 2.4 February 10, 2023 2.3 Asset Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies, Ltd. 8-K 001-40117 2.1 2023-09-21 3.1 Certificate of Incorporation of Complete Solaria 8-K 001-40117 3.1 2023-07-21 3.2 Bylaws of Complete Solaria 8-K 001-40117 3.2 2023-07-21 4.1 Form of Replacement Warrant 8-K 001-40117 4.1 2023-10-12 4.2 Form of First Amendment to Replacement Warrant 8-K 001-40117 4.2 2023-10-12 4.3 Amended and Restated Registration Rights Agreement, dated July 18, 2023, by and among the Company and certain other stockholders party thereto 8-K 001-40117 4.1 2023-07-24 4.4 Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent 8-K 001-40117 4.1 2021-03-2 4.5 Indenture, dated September 16, 2024, between the Company and U.S. Bank Trust Company, National Association 8-K 001-40117 4.1 2024-09-26 4.6 Form of 7.0% Convertible Senior Note due 2029 8-K 001-40117 4.2 2024-09-26 10.1 Form of Note Purchase Agreement 8-K 001-40117 10.1 2024-09-26 85 Exhibit Number Exhibit Description Form File Number Exhibit Filing Date 10.2 Exchange Agreement, dated July 1, 2024. 8-K/A 001-40117 10.1 2024-07-09 10.3 Form of Convertible Note, dated July 1, 2024. 8-K/A 001-40117 10.2 2024-07-09 10.4 Form of Convertible Note Purchase Agreement, dated July 1, 2024. 8-K/A 001-40117 10.3 2024-07-09 Form of Polar Third Amendment to Forward Purchase Agreement 8-K 001-40117 10.1 2024-07-23 10.5 Common Stock Purchase Agreement, dated July 16, 2024, by and between the Company and White Lion. 8-K 001-40117 10.1 2024-07-17 10.6 Amendment No. 1 to Common Stock Purchase Agreement, effective July 24, 2024, between the Company and White Lion. 8-K 001-40117 10.1 2024-07-26 10.7 Amendment No. 2 to Common Stock Purchase Agreement, dated August 14, 2024, between the Company and White Lion 8-K 001-40117 10.1 2024-08-20 10.8 Registration Rights Agreement, dated July 16, 2024, by and between the Company and White Lion. 8-K 001-40117 10.2 2024-07-17 10.9 OTC Equity Prepaid Forward Transaction Third Amendment, dated as of July 17, 2024, by and between Polar Multi-Strategy Master Fund and the Company POS AM 333-273820 10.47 2024-07-19 10.10 Asset Purchase Agreement, dated as of August 5, 2024, by and among the Company, SunPower Corporation and its subsidiaries named therein. 8-K 001-40117 10.1 2024-08-06 31.1* Certification of Principal Executive 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. 31.2* Certification of 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. 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101* Inline XBRL Document Set for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed Financial Statements and Supplemental Details 104* Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101 * Filed herewith ** Furnished herewith 86 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Complete Solaria, Inc. Date: November 18, 2024 By: /s/ Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer and Executive Chairman Date: November 18, 2024 By: /s/ Daniel Foley Daniel Foley Chief Financial Officer 87