UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 1.01 | Entry Into A Material Definitive Agreement. |
Consent to Business Combination Agreement
On July 9, 2023, Freedom Acquisition I Corp., a Cayman Islands exempted company (“Freedom”), Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“Complete Solaria”), CS Solis LLC, a Delaware limited liability company (“CS Solis”) and CRSEF Solis Holdings, L.L.C., a Delaware limited liability company (“CRSEF”), entered into a Consent to Business Combination Agreement (the “CRSEF Amendment”) in connection with the previously disclosed Amended and Restated Business Combination Agreement, dated May 26, 2023, among Freedom, Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of Freedom, Jupiter Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of Freedom, Complete Solaria and The Solaria Corporation, a Delaware corporation, pursuant to which Freedom and Complete Solaria plan to consummate a business combination and the transactions contemplated therein (the “Business Combination”).
Pursuant to the CRSEF Amendment, CRSEF provided its conditional consent to the Business Combination, subject to the satisfaction of certain conditions, which include, among other things: (i) to the extent at least $30,000,000 in funds are available at the closing of the Business Combination in connection with (a) any issuance by Freedom of equity securities in a private placement (including any Freedom PIPE investment) and (b) the balance held in the trust account established in connection with Freedom’s initial public offering after giving effect to Freedom’s public shareholder redemptions (collectively and without duplication, such value the “deSPAC Proceeds”), CS Solis’s full, final and indefeasible payment to CRSEF, and CRSEF’s receipt (as confirmed by CRSEF in writing), of cash in an amount equal to the lesser of (1) $5,000,000 and (2) the difference between the amount of deSPAC Proceeds and $30,000,000, and (ii) a future payment obligation shall have been established for the benefit of CRSEF whereby all of the following has occurred as of closing of the Business Combination: (a) CS Solis has deposited not less than $10,000,000 into a third-party escrow account held by a commercial bank satisfactory to CRSEF and (b) the parties have entered into an escrow agreement providing for release of such $10,000,000 to CRSEF upon certain events described therein. In addition, pursuant to the CRSEF Amendment, Complete Solaria and CS Solis agreed to certain restrictive covenants, including revenue, backlog and minimum cash requirements. As of the date of this Current Report on Form 8-K, Complete Solaria remains in compliance with all such applicable covenants pursuant to the CRSEF Amendment.
The foregoing description of the CRSEF Amendment, and the transactions and documents contemplated thereby (including, without limitation, any exhibits thereto), is not complete and is subject to and qualified in its entirety by reference to the full text of the CRSEF Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.
| Item 8.01. | Other Events. |
Press Release
On July 10, 2023, Freedom issued a press release announcing, among other things, the CRSEF Amendment.
The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Supplement to the Proxy Statement/Prospectus
On July 10, 2023, Freedom filed a supplement (the “Proxy Statement/Prospectus Supplement”) to the Proxy Statement/Prospectus, which provides information about the CRSEF Amendment.
A copy of the Proxy Statement/Prospectus Supplement is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Important Information and Where to Find It
This Current Report on Form 8-K may contain information relating to a proposed business combination between Freedom and Complete Solaria. In connection with the proposed transaction, Freedom has filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on June 30, 2023 and which includes a proxy statement for the solicitation of Freedom shareholder approval and a prospectus for the offer and sale of Freedom securities in the proposed transaction with Complete Solaria, and other relevant documents with the SEC to be used at its extraordinary general meeting of shareholders to approve the proposed transaction with Complete Solaria. The proxy statement/prospectus will be mailed to shareholders as of the record date established for voting on the proposed business combination between Freedom and Complete Solaria. INVESTORS AND SECURITY HOLDERS OF FREEDOM AND COMPLETE SOLARIA ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of documents filed by Freedom with the SEC, through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
Freedom, Complete Solaria and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Freedom’s shareholders in connection with the proposed transaction between Freedom and Complete Solaria. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction is contained in the proxy statement/prospectus pertaining to the proposed transaction at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This Current Report on Form 8-K may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the referenced and proposed transaction. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not a forward-looking statement. Forward-looking statements are forecasts, predictions, projections and other statements about future events that are based on current expectations, hopes, beliefs, intentions, strategies and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all; (ii) the risk that the proposed business combination between Freedom and Complete Solaria may not be completed by Freedom’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Freedom; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination; (iv) the effect of the announcement or pendency of the proposed business combination on Complete Solaria’s business relationships, operating results, and business generally; (v) risks that the proposed business combination disrupts current plans and operations of the companies or diverts managements’ attention from Complete Solaria’s ongoing business operations and potential difficulties in employee retention as a result of the announcement and consummation of the proposed business combination; (vi) the outcome of any legal proceedings that may be instituted in connection with the proposed business combination; (vii) the ability to maintain the listing of Freedom’s securities on a national securities exchange; (viii) the price of Freedom’s securities may be volatile due to a variety of factors, including changes in the applicable competitive or regulatory landscapes, variations in operating performance across competitors, changes in laws and regulations affecting Freedom’s or Complete Solaria’s business, and changes in the combined capital structure; (ix) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; (x) the ability to recognize the anticipated benefits of the previously consummated Complete Solaria merger and the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (xi) the evolution of the markets in which Complete Solaria will compete; (xii) the costs related to the previously consummated Complete Solaria merger and the proposed business combination; (xiii) any impact of the COVID-19 pandemic on Complete Solaria’s business; and (xiv) Freedom and Complete Solaria’s expectations regarding market opportunities.
The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement and other documents filed by Freedom from time to time with the SEC. Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Freedom and Complete Solaria assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Freedom nor Complete Solaria gives any assurance that any of them will achieve its expectations.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Consent to Business Combination Agreement, dated July 9, 2023. | |
| 99.1 | Press Release, dated July 10, 2023. | |
| 99.2 | Proxy Statement/Prospectus Supplement, dated July 10, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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 hereunto duly authorized.
| FREEDOM ACQUISITION I CORP. | ||||||
| Date: July 10, 2023 | By: | /s/ Adam Gishen | ||||
| Name: | Adam Gishen | |||||
| Title: | Chief Executive Officer | |||||