Complete Solaria Inc美股招股说明书(2025-07-09版)

Up to 30,450,000 Shares of Common Stock This prospectus relates to the potential offer and sale of up to 30,450,000 shares of our common stock, par value $0.0001 per share(the “common stock”), by White Lion Capital, LLC (“White Lion” or the “Selling Securityholder”). The shares of common stock to which this prospectus relates may be issued to White Lion pursuant to the Common Stock PurchaseAgreement dated July 16, 2024 between us and White Lion, as amended by Amendment No. 1 to the Common Stock PurchaseAgreement dated July 24, 2024, and as further amended by Amendment No. 2 to the Common Stock Purchase Agreement datedAugust 14, 2024 (as amended, the “White Lion Purchase Agreement”), establishing an equity line of credit. Such shares of ourcommon stock include (a) up to 30,000,000 shares of common stock that we may elect, in our sole discretion, to issue and sell toWhite Lion from time to time during the White Lion Commitment Period (as defined below) under the White Lion PurchaseAgreement (assuming the shares to be issued are sold at a price of $1.00 per share) and (b) 348,837 shares of common stock (the“Commitment Shares”) issued to White Lion as consideration for it entering into the White Lion Purchase Agreement. See “TheWhite Lion Transaction” below for a description of the White Lion Purchase Agreement and “Selling Securityholder” for additionalinformation regarding White Lion. The actual number of shares of our common stock issuable to White Lion will vary depending on the then-current market price ofshares of our common stock sold to the Selling Securityholder under the White Lion Purchase Agreement and are subject to the furtherlimitations set forth in the White Lion Purchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of commonstock by the Selling Securityholder. Additionally, we will not receive any proceeds from the issuance of the Commitment Shares toWhite Lion. However, we may receive proceeds of up to $30.0 million from the sale of our common stock to the SellingSecurityholder pursuant to the White Lion Purchase Agreement after the date of this prospectus (assuming the shares are sold at a priceof $1.00 per share). The actual proceeds from White Lion under the White Lion Purchase Agreement may be less than this amountdepending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold. The Selling Securityholder may sell or otherwise dispose of the shares of common stock described in this prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Securityholder may sell orotherwise dispose of the shares of common stock being registered pursuant to this prospectus. The Selling Securityholder is an“underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. The Selling Securityholder will pay all brokerage fees and commissions and similar expenses attributable to the sales of its commonstock. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares ofcommon stock offered hereby, including legal and accounting fees. See “Plan of Distribution.” Our common stock and Public Warrants are listed on The Nasdaq Stock Market under the symbols “SPWR” and “SPWRW,”respectively. On July 8, 2025, the last reported sales price of our common stock was $1.92 per share and the last reported sales price ofour Public Warrants was $0.40 per Public Warrant. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer thatis an emerging growth company. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” beginning on page 7 of this prospectus, and under similar headings in any amendments orsupplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. Prospectus dated July 9, 2025 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the“SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholder may, from time to time,sell the securities offered by it described in this prospectus. We will not receive any proceeds from the sale by such SellingSecurityholder of the securities offered by it described in this prospectus. Neither we nor the Selling Securityholder