Complete Solaria Inc美股招股说明书(2025-07-16版)

This prospectus supplement supplements the prospectus dated July 9, 2025 (as amended or supplemented, the “prospectus”), whichforms a part of our registration statement on Form S-1 (No. 333-280973). 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 theSecurities and Exchange Commission on July 16, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to The prospectus and this prospectus supplement relate 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 the prospectus and this prospectus supplement relate may be issued to White Lion pursuant tothe Common Stock Purchase Agreement dated July 16, 2024 between us and White Lion, as amended by Amendment No. 1 to the Purchase Agreement dated August 14, 2024 (as amended, the “White Lion Purchase Agreement”), establishing an equity line ofcredit. Such shares of our common stock include (a) up to 30,000,000 shares of common stock that we may elect, in our solediscretion, to issue and sell to White Lion from time to time during the White Lion Commitment Period (as defined below) under the common stock (the “Commitment Shares”) issued to White Lion as consideration for it entering into the White Lion PurchaseAgreement. See “The White Lion Transaction” below for a description of the White Lion Purchase Agreement and “SellingSecurityholder” for additional information 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. this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are different ways and at varying prices. See “Plan of Distribution” in the prospectus for more information about how the SellingSecurityholder may sell or otherwise dispose of the shares of common stock being registered pursuant to the prospectus. The SellingSecurityholder 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 common respectively. On July 15, 2025, the last reported sales price of our common stock was $1.64 per share and the last reported sales priceof our Public Warrants was $0.40 per Public 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, 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. FORM8-K CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported):July 10, 2025Complete Solaria, Inc.(Exact name of registrant as specified in its charter)Delaware001-40117 (State or other jurisdictionof incorporation) under any of the following provisions:Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 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)) exercisable for one share of CommonStock at an exercise price of $11.50 per shareIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 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 the option of the holder at any time prior to the payment of the payment of the principal amount of the Note in full. Upon conversionof the Note, the Company will satisfy its conversion obligation by delivering shares of common stock of the Company (the “CommonStock”) and paying cash in respect of any fractional shares.The conversion rate of the Note is initially equal to 558.6592 shares of Common Stock per $1,000 principal amount due under theNote. The conversion rate shall be subject to adjustment from time to time pursuant to the terms of the Note. the last reported sale price of the Common Stock has been at least 130% of the conversion price for the Note then in effect, in eachcase of (i) and (ii), for at least 20 tradi