Complete Solaria Inc美股招股说明书(2025-09-26版)

PROSPECTUS SUPPLEMENT NO. 7(To the Prospectus dated July 9, 2025) COMPLETE SOLARIA, INC. Up to 30,450,000 Shares of Common Stock 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 andsupplement the information in the prospectus with the information contained in our Current Report on Form 8-K filed with theSecurities and Exchange Commission on September 26, 2025 (the “Current Report”). Accordingly, we have attached the CurrentReport to this prospectus supplement. 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 theCommon Stock Purchase Agreement dated July 24, 2024, and as further amended by Amendment No. 2 to the Common StockPurchase 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 theWhite Lion Purchase Agreement (assuming the shares to be issued are sold at a price of $1.00 per share) and (b) 348,837 shares ofcommon 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. We are not selling any securities under the prospectus or this prospectus supplement and will not receive any of the proceeds from thesale of shares of common stock by the Selling Securityholder. Additionally, we will not receive any proceeds from the issuance of theCommitment Shares to White Lion. However, we may receive proceeds of up to $30.0 million from the sale of our common stock tothe Selling Securityholder pursuant to the White Lion Purchase Agreement after the date of the prospectus (assuming the shares aresold at a price of $1.00 per share). The actual proceeds from White Lion under the White Lion Purchase Agreement may be less thanthis amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock aresold. The Selling Securityholder may sell or otherwise dispose of the shares of common stock described in the prospectus in a number ofdifferent 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 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” in the prospectus. Our common stock and Public Warrants are listed on The Nasdaq Stock Market under the symbols “SPWR” and “SPWRW,”respectively. On September 25, 2025, the last reported sales price of our common stock was $1.63 per share and the last reported salesprice of our Public Warrants was $0.257 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,including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates andsupersedes 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.