Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273820
PROSPECTUS SUPPLEMENT NO. 3
(To the Prospectus dated February 13, 2024)
Up to 33,894,518 Shares of Common Stock
Up to 21,874,907 Shares of Common Stock Issuable
Upon Exercise of Warrants
Up to 13,249,907 Warrants to Purchase Common
Stock
This prospectus supplement supplements the prospectus, dated February
13, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-237820). This prospectus
supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 11, 2024 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance
by us of an aggregate of up to 21,874,907 shares of our common stock, $0.0001 par value per share (the “common stock”),
which consists of (i) up to 6,266,667 shares of common stock that are issuable upon the exercise of warrants (the “Private Warrants”)
originally issued in a private placement to Freedom Acquisition I, LLC (the “Sponsor”) in connection with the initial
public offering of Freedom Acquisition I Corp. (“FACT”), (ii) up to 8,625,000 shares of common stock that are issuable
upon the exercise of warrants (the “Public Warrants”) originally issued in the initial public offering of FACT, (iii)
up to 716,668 shares of common stock that are issuable upon the exercise of warrants issued to certain selling securityholders in connection
with conversion of working capital loans (the “Working Capital Warrants”) and (iv) up to 6,266,572 shares of common
stock that are issuable upon the exercise of warrants issued to certain equityholders of Legacy Complete Solaria (as defined herein) received
as consideration in connection with the exchange of their capital stock held in Legacy Complete Solaria (the “Merger Warrants”
and together with the Private Warrants, Public Warrants and the Working Capital Warrants, the “Warrants”).
The Prospectus and this prospectus supplement also relates to the offer
and sale from time to time by the selling securityholders named in the Prospectus or their permitted transferees (the “selling
securityholders”) of (i) up to 33,894,518 shares of common stock consisting of (a) up to 7,518,488 shares of common stock issued
in connection with private placements pursuant to subscription agreements entered into on or around July 13, 2023 consisting of (1) 1,630,000
shares of common stock issued pursuant to private investment in public equity subscription agreements, issued at $10.00 per share, (2)
270,000 shares of common stock transferred to the selling securityholders by the Sponsor for no consideration and (3) 5,618,488 shares
of common stock issued pursuant to forward purchase agreements issued at approximately $10.00 per share (collectively, the “PIPE
Shares”), (b) up to 8,625,000 shares of common stock originally issued in a private placement to the Sponsor in connection with
the initial public offering of FACT at a price of $0.003 per share, (c) up to 6,266,667 shares of common stock issuable upon exercise
of the Private Warrants at an exercise price of $11.50 per share of common stock, (d) up to 4,501,123 shares of common stock pursuant
to that certain Amended and Restated Registration Rights Agreement, July 18, 2023, between us and the selling securityholders granting
such holders registration rights with respect to such shares originally issued at a price of $0.48 per share, (e) up to 716,668 shares
of common stock that are issuable upon the exercise of the Working Capital Warrants at a price of $11.50 per share, and (f) up to 6,266,572
shares of common stock issuable upon exercise of the Merger Warrants at a price of $11.50 per share, and (ii) up to 13,249,907 Warrants
consisting of (a) up to 6,266,667 Private Warrants, (b) up to 716,668 Working Capital Warrants and (c) up to 6,266,572 Merger Warrants.
Our common stock and Warrants are listed on The Nasdaq Stock Market
under the symbols “CSLR” and “CSLRW,” respectively. On March 7, 2024, the last reported sales price of our common
stock was $1.01 per share and the last reported sales price of our Public Warrants was $0.0324 per warrant.
This prospectus supplement should be read in conjunction with the Prospectus,
including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement
is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information
in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.
We are an “emerging growth company” as defined under U.S.
federal securities laws and, as such, have elected to comply with reduced public company reporting requirements for the Prospectus and
future filings. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 6 of
the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement or the
Prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated March 11, 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 6, 2024
Complete
Solaria, Inc.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-40117 |
|
93-2279786 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.)
|
45700 Northport Loop East, Fremont, CA |
|
94538 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (510) 270-2507
|
Not
Applicable |
(Former
Name or Former Address, if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
The
Nasdaq Global Market |
|
|
|
|
|
Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
CSLRW |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
5.02 Appointment of Certain Officers; Election
of Directors; Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.
On
March 6, 2024, Brian Wuebbels, the Chief Financial Officer of Complete Solaria, Inc. (the “Company”), notified the Company
of his resignation effective April 30, 2024. Mr. Wuebbels will continue in his role as Chief Financial Officer to assist the Company
in the filing of its Annual Report on Form 10-K for the year ended December 31, 2023. Mr. Wuebbels will also provide transition services
to the Company through his resignation date.
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 hereunto duly authorized.
|
Complete Solaria,
Inc. |
|
|
Dated: March 11, 2024 |
By: |
/s/ Chris Lundell |
|
|
Chris Lundell |
|
|
Chief Executive Officer |
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