完整的Solaria Inc美股招股说明书(2025-07-28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 28, 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 25, 2025, the last reported sales price of our common stock was $1.74 per share and the last reported sales priceof our Public Warrants was $0.325 per Public Warrant.This prospectus supplement should be read in conjunction with the prospectus, including any amendments or supplements thereto, 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, FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported):July 22, 2025 Complete Solaria, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction(Commission File Number) of incorporation) 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: Warrants, each whole warrantexercisable for one share of CommonSPWRWThe Nasdaq Capital Market 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.☒ On July 22, 2025, Daniel Foley resigned from his position as Chief Financial Officer of Complete Solaria, Inc. (the “Company”). Appointment of Interim Chief Financial Officer and Principal Financial OfficerThe Company appointed Jeanne Nguyen as the Company’s interim Chief Financial Officer and as the Company’s Principal FinancialOfficer, effective July 22, 2025. Ms. Nguyen brings over 23 years of accounting and finance experience to the Company. Before joining the Company, Ms. Nguyenserved as Corporate Controller of SunPower Corporation from December 2023 until the closing of the Company’s SunPower October2023.Prior to joining Convoy Inc.,Ms.Nguyen was as senior manager in the Assurance services practice atPricewaterhouseCoopers from July 2011 to March 2016. Ms. Nguyen is a certified