0001213900-25-045417 | 10-Q | XBRL Viewer | Complete Solaria INC

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Details Other Income, Net - Schedule of Other Income, Net (Details) Borrowings and Derivative Liabilities - Schedule of Contingent Interest Payable (Details) Basic and Diluted Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Details) Uncategorized Uncategorized Items - ea0242108-10q_complete_htm.xml All Reports

Other Income, Net - Schedule of Other Income, Net (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 30, 2025

Mar. 31, 2024

Schedule Of Other Income Net Abstract

Gain on remeasurement of derivative liabilities

^[1]

$ 15,127

Change in fair value of forward purchase agreement liabilities

^[2]

269

(5,578)

Change in fair value of SAFE Agreement with related party

(20)

Change in fair value of FACT public, private placement and working capital warrants

(1,092)

(489)

Change in fair value of Carlyle Warrants with related party

6,429

Change in fair value of redeemable convertible preferred stock warrant liability

1,305

^[3]

$ 292

$ (148)

[1]	Includes a gain of $3.7 million on the change in the fair value of derivative liabilities with related parties in the thirteen weeks ended March 30, 2025. Refer to Note 10 – Borrowings and Derivative Liabilities for details.
[2]	Includes income of $0.1 million and expense of $4.7 million due to related parties for the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.
[3]	Includes $0.1 million and zero of income due to related parties in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Label

Element

Value

Deferred Financing Fees

cslr_DeferredFinancingFees

$ 4,674,000

Deferred Financing Fees

cslr_DeferredFinancingFees

$ 4,674,000

Numberof Membership Units

cslr_NumberofMembershipUnits

100

Numberof Membership Units

cslr_NumberofMembershipUnits

100

Accrued Rebate And Credits

cslr_AccruedRebateAndCredits

$ 7,194,000

Accrued Rebate And Credits

cslr_AccruedRebateAndCredits

$ 7,641,000

Outstanding Warrant To Purchased

cslr_OutstandingWarrantToPurchased

1,995,879

Accrued Interest Due To Related Party

cslr_AccruedInterestDueToRelatedParty

$ 3,000,000

Accrued Interest Due To Related Party

cslr_AccruedInterestDueToRelatedParty

2,200,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

18,267,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

25,119,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

9,083,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

890,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

53,359,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

17,965,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

24,632,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

5,636,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

476,000

Financial Liabilities Carrying Value

cslr_FinancialLiabilitiesCarryingValue

48,709,000

General Corporate Expense

cslr_GeneralCorporateExpense

General Corporate Expense

cslr_GeneralCorporateExpense

General Corporate Expense

cslr_GeneralCorporateExpense

General Corporate Expense

cslr_GeneralCorporateExpense

General Corporate Expense

cslr_GeneralCorporateExpense

General Corporate Expense

cslr_GeneralCorporateExpense

Warrant Expired Term

cslr_WarrantExpiredTerm

Jul. 18, 2030

Warrant Expire Period

cslr_WarrantExpirePeriod

July 2028

Warrant Expire Period

cslr_WarrantExpirePeriod

June 17, 2029

Change In Fair Value Of SAFEAgreements

cslr_ChangeInFairValueOfSAFEAgreements

$ 20,000

Change In Fair Value Of SAFEAgreements

cslr_ChangeInFairValueOfSAFEAgreements

Installation Projects Term

cslr_InstallationProjectsTerm

12 months

Non Cash Lease Expense

cslr_NonCashLeaseExpense

$ 288,000

Non Cash Lease Expense

cslr_NonCashLeaseExpense

181,000

Accretion Of Debt In CSSolis Related Party

cslr_AccretionOfDebtInCSSolisRelatedParty

2,560,000

Accretion Of Debt In CSSolis Related Party

cslr_AccretionOfDebtInCSSolisRelatedParty

Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Operating Lease Liabilities

cslr_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseLiabilities

$ (2,963,000)

Revenue From Contract With Customer

cslr_RevenueFromContractWithCustomer

30 days

Revenue From Contract With Customer

cslr_RevenueFromContractWithCustomer

60 days

Simple Agreement For Future Equity Amendment Description

cslr_SimpleAgreementForFutureEquityAmendmentDescription

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 income, net in its unaudited condensed consolidated statement of operations for the thirteen week period ended June 30, 2024.

Simple Agreement For Future Equity Amendment Description

cslr_SimpleAgreementForFutureEquityAmendmentDescription

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 income, net in its unaudited condensed consolidated statement of operations for the thirteen week period ended June 30, 2024.

Stock Issued Dutring Period Value Exercise Of Common Stock Warrants

cslr_StockIssuedDutringPeriodValueExerciseOfCommonStockWarrants

$ 60,000

Stock Issued Dutring Period Value Exercise Of Common Stock Warrants

cslr_StockIssuedDutringPeriodValueExerciseOfCommonStockWarrants

60,000

Stock Issued Dutring Period Value Exercise Of Common Stock Warrants

cslr_StockIssuedDutringPeriodValueExerciseOfCommonStockWarrants

Stock Issued Dutring Period Value Exercise Of Common Stock Warrants

cslr_StockIssuedDutringPeriodValueExerciseOfCommonStockWarrants

Stock Issued Dutring Period Value Exercise Of Common Stock Warrants

cslr_StockIssuedDutringPeriodValueExerciseOfCommonStockWarrants

Derivative Liability And Interest Expense Net Of Tax

cslr_DerivativeLiabilityAndInterestExpenseNetOfTax

(5,921,000)

Derivative Liability And Interest Expense Net Of Tax

cslr_DerivativeLiabilityAndInterestExpenseNetOfTax

(1,964,000)

Derivative Liability And Interest Expense Net Of Tax

cslr_DerivativeLiabilityAndInterestExpenseNetOfTax

Derivative Liability And Interest Expense Net Of Tax

cslr_DerivativeLiabilityAndInterestExpenseNetOfTax

Accrued Legal Settlements

cslr_AccruedLegalSettlements

7,700,000

Accrued Legal Settlements

cslr_AccruedLegalSettlements

$ 7,700,000

Simple Agreement For Future Equity Terms And Conditions Description

cslr_SimpleAgreementForFutureEquityTermsAndConditionsDescription

On January 31, 2024, the Company entered into a Simple Agreement for Future Equity (“SAFE”) (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”), a related party, affiliated with Thurman J. Rodgers, the Company’s Chief Executive Officer and a director, in connection with the Purchaser investing $1.5 million in the Company. The First SAFE did 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 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%.

Simple Agreement For Future Equity Terms And Conditions Description

cslr_SimpleAgreementForFutureEquityTermsAndConditionsDescription

On February 15, 2024, the Company entered into a second SAFE (the “Second SAFE”) with the Purchaser, in connection with the Purchaser investing $3.5 million in the Company. The Second SAFE did 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%.

Simple Agreement For Future Equity Terms And Conditions Description

cslr_SimpleAgreementForFutureEquityTermsAndConditionsDescription

On May 13, 2024, the Company entered into a third SAFE (the “Third SAFE”) with the Purchaser, 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 may be settled in cash or a variable number of shares, the Company has accounted for the instrument as a liability at its fair value.

Estimated Fair Value Amount

cslr_EstimatedFairValueAmount

$ 400,000

Change In Fair Value Of Forward Purchase Agreement Liabilities

cslr_ChangeInFairValueOfForwardPurchaseAgreementLiabilities

268,000

^[1]

Change In Fair Value Of Forward Purchase Agreement Liabilities

cslr_ChangeInFairValueOfForwardPurchaseAgreementLiabilities

(5,578,000)

^[1]

Proceeds From Issuance Of SAFEAgreements

cslr_ProceedsFromIssuanceOfSAFEAgreements

5,000,000

Proceeds From Issuance Of SAFEAgreements

cslr_ProceedsFromIssuanceOfSAFEAgreements

Accrued Expenses Installation Cost

cslr_AccruedExpensesInstallationCost

(133,000)

Accrued Expenses Installation Cost

cslr_AccruedExpensesInstallationCost

(6,177,000)

Revocable Living Trust Purchase Price

cslr_RevocableLivingTrustPurchasePrice

$ 5,000,000

Working Capital Warrants

cslr_WorkingCapitalWarrants

716,668

Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Operating Lease Rightofuse Assets

cslr_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseRightofuseAssets

$ 2,506,000

SAFEAgreementin Dollars

cslr_SAFEAgreementinDollars

2,750,000

SAFEAgreementin Dollars

cslr_SAFEAgreementinDollars

2,750,000

Stock Issued During Employee Stock Purchase Plan

cslr_StockIssuedDuringEmployeeStockPurchasePlan

2,628,996

Stock Issued During Employee Stock Purchase Plan

cslr_StockIssuedDuringEmployeeStockPurchasePlan

2,628,996

SAFEAgreements Current

cslr_SAFEAgreementsCurrent

$ 404,000

SAFEAgreements Current

cslr_SAFEAgreementsCurrent

$ 384,000

Stock Issued During Period Shares Exercise Of Common Stock Warrantsin Shares

cslr_StockIssuedDuringPeriodSharesExerciseOfCommonStockWarrantsinShares

6,000,000

Forward Purchase Agreementsin Dollars

cslr_ForwardPurchaseAgreementsinDollars

6,720,000

Forward Purchase Agreementsin Dollars

cslr_ForwardPurchaseAgreementsinDollars

6,720,000

Secured Credit Facility Exchanged

cslr_SecuredCreditFacilityExchanged

$ 13,100,000

Stock Options And Restricted Stock Units Issued And Outstanding

cslr_StockOptionsAndRestrictedStockUnitsIssuedAndOutstanding

9,490,800

Stock Options And Restricted Stock Units Issued And Outstanding

cslr_StockOptionsAndRestrictedStockUnitsIssuedAndOutstanding

11,979,368

Stock Options And Restricted Stock Units Authorized For Future Issuance

cslr_StockOptionsAndRestrictedStockUnitsAuthorizedForFutureIssuance

4,929,200

Stock Options And Restricted Stock Units Authorized For Future Issuance

cslr_StockOptionsAndRestrictedStockUnitsAuthorizedForFutureIssuance

2,577,895

Forward Purchase Agreement Liabilities With Related Parties

cslr_ForwardPurchaseAgreementLiabilitiesWithRelatedParties

$ 1,176,000

Forward Purchase Agreement Liabilities With Related Parties

cslr_ForwardPurchaseAgreementLiabilitiesWithRelatedParties

1,274,000

Subsidiaries Indemnity Obligations

cslr_SubsidiariesIndemnityObligations

6,900,000

Accrual Amount Of Legal Losses

cslr_AccrualAmountOfLegalLosses

6,900,000

Accrual Amount Of Legal Losses

cslr_AccrualAmountOfLegalLosses

7,700,000

Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Fair Value Of Net Tangible Assets Acquired

cslr_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedFairValueOfNetTangibleAssetsAcquired

$ 36,024,000

[1]	Includes related party income $0.1 million in the thirteen weeks ended March 30, 2025.