完成Solaria Inc美股招股说明书(2025-07-21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 21, 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 Agreement. See “The White Lion Transaction” below for a description of the White Lion Purchase Agreement and “SellingSecurityholder” for additional information regarding White Lion. shares 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 the prospectus or this prospectus supplement and will not receive any of the proceeds from the 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 18, 2025, the last reported sales price of our common stock was $1.81 per share and the last reported sales priceof our Public Warrants was $0.3989 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. Washington, D.C. 20549 FORM8-K CURRENT REPORT Complete Solaria, Inc.(Exact name of registrant as specified in its charter) Delaware001-40117 (State or other jurisdictionof incorporation)(Commission File Number) 45700 Northport Loop East,Fremont,CA 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: exercise price of $11.50 per share (§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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Complete Solaria, Inc. (the “Company”) previously announced in its Current Report on Form 8-K filed with the Securities and separate agreements dated July 13, 2023 (each a “Forward Purchase Agreement”, and together, the “Forward Purchase Agreements”)with each of (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora SelectTrading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Meteora”); (ii) Polar Multi-StrategyMaster Fund (“Polar”), and (iii) Sandia Investment Management LP (“Sandia”, and each of Meteora, Polar, and Sandia, individually, a“Seller”, and together, the “Sellers”) for OTC Equity Prepaid Forward Transactions. the meaning