What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-30 compared with 2024-04-01 · 10 added, 48 removed, 3 unchanged (95% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Company Solaria’s common

stock, par value $0.0001 per share, is traded on the Nasdaq under the symbol “CSLR.”

of March, 26, 2024, there were approximately 374 holders of record of our common stock.

Additionally, there were 198 holders of

record of our warrants.

Unregistered Sale of Equity Securities and

Use of Proceeds

The following list sets forth information regarding

all unregistered securities sold by Freedom Acquisition I Corp.

(“FACT”) since January 1, 2021:

On March 2, 2021, FACT consummated the sale of 6,266,667 private

placement warrants at a price of $1.50 per private placement warrant in a private placement to the Freedom Acquisition I, LLC, generating

gross proceeds of $9,400,000.

Each private warrant is exercisable for one share of common stock of the combined company.

In July 2023, upon the Closing of the Business Combination,

we issued an aggregate of 5,598,488 shares of common stock of the combined company to qualified institutional buyers and accredited investors.

In July 2023, upon the Closing of the Business Combination,

we issued an aggregate of 716,668 warrants to purchase shares of common stock of the combined company to qualified institutional buyers

and accredited investors.

In July 2023, upon the Closing of the Business Combination,

we issued an aggregate of 6,266,572 warrants to purchase shares of common stock of the combined company to qualified institutional buyers

and accredited investors.

In December 2023 we issued 1,838,235 shares of our common

stock to Rodgers Massey Freedom and Free Markets Charitable Trust for a purchase price of $1.36 per share.

In January 2024 and February 2024, we issued Simple Agreements

for Future Equity to the Rodgers Family Freedom and Free Markets Charitable Trust in the amounts of $1,500,000.00 and $3,500,000.00,

respectively (together the “SAFEs”).

The SAFEs will convert into shares of our Common Stock upon the occurrence of an equity

financing with the principal purpose of raising capital for Complete Solaria.

The SAFEs will convert pursuant to a 20% discount or a

$53,540,000.00 valuation cap, whichever results in a lower price per share to the holder.

None of the foregoing transactions involved any underwriters, underwriting

discounts or commissions, or any public offering.

We believe each of these transactions was exempt from registration under the Securities

Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving

any public offering or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer under benefit plans

and contracts relating to compensation as provided under Rule 701.

The recipients of the securities in each of these transactions represented

their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution

thereof, and appropriate legends were placed on the share certificates issued in these transactions.

All recipients had adequate access,

through their relationships with us, to information about us.

The sales of these securities were made without any general solicitation

or advertising.

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Complete Solaria’s common

stock, par value $0.0001 per share, is traded on the Nasdaq under the symbol “SPWR.”

As of March 31, 2025, there

were approximately 140 holders of record of our common stock.

Additionally, there were 194 holders of record of our warrants.

Recent Sales of Unregistered Securities

We have never declared or

paid any cash dividend on our common stock and have no plans to pay dividends.

For more information on our common stock and dividend

rights, see “Item 8.

For more information on our common stock and dividend rights,

Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 13.

Common Stock.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity