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United States securities and exchange commission logo
September 5, 2023
William Anderson
Chief Executive Officer
Complete Solaria, Inc.
45700 Northport Loop East
Fremont, CA 94538
Re: Complete Solaria,
Inc.
Registration
Statement on Form S-1
Filed August 9,
2023
File No. 333-273820
Dear William Anderson:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 9, 2023
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
securities being
registered for resale. Highlight any differences in the current trading
price, the prices that
each selling securityholder acquired their shares and warrants, and
the price that the
public securityholders acquired their shares and warrants. Disclose that
while the selling
securityholders may experience a positive rate of return based on the
current trading price,
the public securityholders may not experience a similar rate of return
on the securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also disclose the potential profit the selling securityholders will earn
based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
William Anderson
Complete Solaria, Inc.
September 5, 2023
Page 2
Cover Page
2. For each of the securities being registered for resale, disclose the
price that the selling
securityholders paid for such security.
3. Disclose the exercise price(s) of the warrants compared to the market
price of the
underlying security. If the warrants are out the money, please
disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar
disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and update
the discussion on
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
4. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. We also note that some
of the shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the common stock. Highlight the
significant negative
impact sales of shares on this registration statement could have on
the public trading price
of the common stock.
Risk Factors, page 6
5. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
common stock. To illustrate this risk, disclose the purchase price of
the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding. Also disclose that even though the
current trading price
is significantly below the SPAC IPO price, the private investors have
an incentive to sell
because they will still profit on sales because of the lower price
that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
36
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants because
of the disparity
between the exercise price of the warrants and the current trading price
of the common
stock, expand your discussion of capital resources to address any
changes in the
FirstName LastNameWilliam Anderson
company s liquidity position since the business combination. If the
company is likely to
Comapany
haveNameComplete Solaria,
to seek additional Inc.
capital, discuss the effect of this offering
on the company s ability
to raise additional
September 5, 2023 Page 2 capital.
FirstName LastName
William Anderson
FirstName LastNameWilliam Anderson
Complete Solaria, Inc.
Comapany 5,
September NameComplete
2023 Solaria, Inc.
September
Page 3 5, 2023 Page 3
FirstName LastName
7. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock.
8. We note that your forward purchase agreements with certain investors
provide those
investors with the right to sell back shares to the company after the
closing date of the
business combination. Please revise to discuss the risks that these
agreements may pose to
other holders if you are required to buy back the shares of your
common stock as
described therein. For example, discuss how such forced purchases
would impact the cash
you have available for other purposes and to execute your business
strategy.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Patrick Fullem at (202) 551-8337 or Evan Ewing at (202)
551-5920 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Matthew Hemington