SunPower Inc 10-Q for FY2023 Q3

SunPower Inc. (SPWR)

10-Q 2023-11-14 For: 2023-10-01

Added on April 08, 2026

About this 10-Q

SunPower Inc filed this 10-Q on November 14, 2023, covering the quarter ended October 1, 2023 (FY2023 Q3).

Headline figures

Quarter ended October 1, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $24.59M; up 100.6% from $12.26M a year earlier
Net loss: $206.88M; compared with a net loss of $4.15M a year earlier
Diluted EPS: -$5.19; compared with -$0.31 a year earlier

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Delaware		93-2279786
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Title of Each Class	Trading ‎Symbol(s)‎	Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	CSLR	Nasdaq

Redeemable warrants, each whole warrant exercisable for one common stock‎	CSLRW	Nasdaq

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		PAGES
	Special Note Regarding Forward-Looking Statements	ii
	Summary Risk Factors	iii
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Consolidated Statements Stockholders’ Deficit	3
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	56
Item 4.	Controls and Procedures	57

PART II.	OTHER INFORMATION	58
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity	79
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	79
Item 6.	Exhibits	79
Signatures		81

	As of
	October 1, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	1,661		$	4,409
Accounts receivable, net of allowance for credit losses of $10,425 and $5,396 as of October 1, 2023 and December 31, 2022, respectively		26,003			27,717
Inventories		12,503			13,059
Prepaid expenses and other current assets		9,947			10,071
Total current assets		50,114			55,256
Restricted cash		3,758			3,907
Property and equipment, net		4,185			3,476
Operating lease right-of-use assets		1,465			2,182
Other noncurrent assets		198			1,330
Long-term assets held for sale – discontinued operations		12,299			162,032
Total assets	$	72,019		$	228,183
Liabilities and stockholders’ (deficit) equity
Current liabilities:
Accounts payable	$	14,571		$	14,474
Accrued expenses and other current liabilities		26,674			19,830
Notes payable, net⁽¹⁾		27,934			20,403
Deferred revenue, current		2,421			5,407
Short-term debt with CS Solis		29,194			—
Forward purchase agreement liabilities⁽²⁾		6,586			—
Total current liabilities		107,380			60,114
Warranty provision, noncurrent		3,416			3,214
Warrant liability		10,240			14,152
Long-term debt with CS Solis		—			25,204
Convertible notes, net, noncurrent		—			3,434
Convertible notes due to related parties, noncurrent		—			15,510
Deferred revenue, noncurrent		976			—
Operating lease liabilities, net of current portion		790			1,274
Total liabilities		122,802			122,902
Commitments and contingencies (Note 19)
Stockholders’ (deficit) equity:
Common stock, $0.0001 par value. 1,000,000,000 shares and 60,000,000 shares authorized at October 1, 2023 and December 31, 2022, respectively; 45,312,243 shares and 19,932,429 shares issued and outstanding at October 1, 2023 and December 31, 2022, respectively		7			3
Additional paid-in capital		276,438			190,624
Accumulated other comprehensive income		51			27
Accumulated deficit		(327,279	)		(85,373	)
Total stockholders’ (deficit) equity		(50,783	)		105,281
Total liabilities and stockholders’ deficit	$	72,019		$	228,183

	Thirteen Weeks Ended			Three Months Ended			Thirty-Nine Weeks Ended			Nine Months Ended
	October 1, 2023			September 30, 2022			October 1, 2023			September 30, 2022
Revenues	$	24,590		$	12,260		$	66,887		$	48,974
Cost of revenues		18,354			8,266			51,788			33,792
Gross profit		6,236			3,994			15,099			15,182
Operating expenses:
Sales commissions		8,755			3,572			23,221			15,694
Sales and marketing		2,214			1,604			5,216			4,607
General and administrative		6,345			2,027			22,965			6,194
Total operating expenses		17,314			7,203			51,402			26,495
Loss from continuing operations		(11,078	)		(3,209	)		(36,303	)		(11,313	)
Interest expense⁽¹⁾		(1,902	)		(941	)		(8,870	)		(2,672	)
Interest income		9			—			26			—
Other income (expense), net⁽²⁾		(38,003	)		4			(28,302	)		3,180
Loss from continuing operations before income taxes		(50,974	)		(4,146	)		(73,449	)		(10,805	)
Income tax benefit (provision)		1			—			1			(4	)
Net loss from continuing operations		(50,973	)		(4,146	)		(73,448	)		(10,809	)
Discontinued operations (Note 8):
Loss from discontinued operations, net of tax		(8,404	)		—			(20,953	)		—
Impairment loss from discontinued operations		(147,505	)		—			(147,505	)		—
Net loss from discontinued operations		(155,909	)		—			(168,458	)		—
Net loss	$	(206,882	)	$	(4,146	)	$	(241,906	)	$	(10,809	)
Comprehensive income (loss):
Foreign currency translation adjustment		10			—			24			—
Comprehensive income (loss), net of tax	$	(206,872	)	$	(4,146	)	$	(241,882	)	$	(10,809	)

Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(1.28	)	$	(0.31	)	$	(4.33	)	$	(0.83	)
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted	$	(3.92	)		—		$	(9.92	)		—
Net loss per share attributable to common stockholders, basic and diluted	$	(5.20	)	$	(0.31	)	$	(14.25	)	$	(0.83	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		39,821,078			13,431,410			16,969,979			13,053,367

	Thirteen Week Period Ended October 1, 2023
	Redeemable Convertible Preferred Stock						Common Stock					Additional Paid-in			Accumulated			Accumulated Other Comprehensive		Total Stockholders’ (Deficit)
	Shares			Amount			Shares		Amount			Capital			Deficit			Income		Equity
Balance as of July 2, 2023, as previously reported		34,311,133		$	155,630			7,089,948	$	—		$	37,096		$	(120,397	)	$	41	$	(83,260	)
Retroactive application of recapitalization (Note 4)		(34,311,133	)		(155,630	)		12,909,773		3			155,627			—			—		155,630
Balance as of July 2, 2023, as adjusted		—			—			19,999,721		3			192,723			(120,397	)		41		72,370
Conversion of 2022 Convertible Notes into common stock		—			—			5,460,075		2			40,950			—			—		40,952
Issuance of common stock upon the reverse capitalization, net of offering costs		—			—			13,458,293		2			5,218			—			—		5,220
Reclassification of prepaid PIPE⁽²⁾		—			—			350,000		—			3,500			—			—		3,500
Reclassification of warrant liabilities to equity		—			—			—		—			4,697			—			—		4,697
Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Stock		—			—			—		(1	)		2			—			—		1
Issuance of common stock in connection with forward purchase agreements⁽³⁾		—			—			5,558,488		1			35,489			—			—		35,490
Issuance of common stock bonus shares in connection with Mergers⁽⁴⁾		—			—			463,976		—			2,394			—			—		2,394
Residual Mergers proceeds		—			—			—		—			161			—			—		161
Modification of Carlyle warrant		—			—			—		—			(10,862	)		—			—		(10,862	)
Stock-based compensation		—			—			—		—			2,114			—			—		2,114
Vesting of restricted stock units		—			—			21,690		—			52			—			—		52
Foreign currency translation		—			—			—		—			—			—			10		10
Net loss		—			—			—		—			—			(206,882	)		—		(206,882	)
Balance as of October 1, 2023		—		$	—			45,312,243	$	7		$	276,438		$	(327,279	)	$	51	$	(50,783	)

	Thirty-Nine Week Period Ended October 1, 2023
	Redeemable Convertible Preferred Stock						Common Stock					Additional Paid-in			Accumulated			Accumulated Other Comprehensive		Total Stockholders’ (Deficit)
	Shares			Amount			Shares		Amount			Capital			Deficit			Income		Equity
Balance as of December 31, 2022, as previously reported		34,311,133		$	155,630			6,959,618	$	—		$	34,997		$	(85,373	)	$	27	$	(50,349	)
Retroactive application of recapitalization (Note 4)		(34,311,133	)		(155,630	)		12,972,811		3			155,627			—			—		155,630
Balance as of December 31, 2022, as adjusted		—			—			19,932,429		3			190,624			(85,373	)		27		105,281
Conversion of 2022 Convertible Notes into common stock		—			—			5,460,075		2			40,950			—			—		40,952
Issuance of common stock upon the reverse capitalization, net of offering costs		—			—			13,458,293		2			5,218			—			—		5,220
Reclassification of prepaid PIPE⁽²⁾		—			—			350,000		—			3,500			—			—		3,500
Reclassification of warrant liabilities to equity		—			—			—		—			4,697			—			—		4,697
Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Stock		—			—			—		(1	)		2			—			—		1
Issuance of common stock in connection with forward purchase agreements⁽³⁾		—			—			5,558,488		1			35,489			—			—		35,490
Issuance of common stock bonus shares in connection with Mergers⁽⁴⁾		—			—			463,976		—			2,394			—			—		2,394
Residual Mergers proceeds		—			—			—		—			161			—			—		161
Modification of Carlyle warrant		—			—			—		—			(10,862	)		—			—		(10,862	)
Exercise of common stock options		—			—			67,292		—			57			—			—		57
Stock-based compensation		—			—			—		—			4,156			—			—		4,156
Vesting of restricted stock units		—			—			21,690		—			52			—			—		52
Foreign currency translation		—			—			—		—			—			—			24		24
Net loss		—			—			—		—			—			(241,906	)		—		(241,906	)
Balance as of October 1, 2023		—		$	—			45,312,243	$	7		$	276,438		$	(327,279	)	$	51	$	(50,783	)

	Three Month Period Ended September 30, 2022
	Redeemable Convertible Preferred Stock						Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive		Total Stockholders’ (Deficit)
	Shares			Amount			Shares		Amount		Capital		Deficit			Income		Equity
Balance as of June 30, 2022, as previously reported		19,335,921		$	42,959			3,931,068	$	—	$	6,703	$	(62,559	)	$	—	$	(55,856	)
Retroactive application of recapitalization (Note 4)		(19,335,921	)		(42,959	)		7,306,130		1		42,958		—			—		42,959
Balance as of June 30, 2022, as adjusted		—			—			11,237,198		1		49,661		(62,559	)		—		(12,897	)
Exercise of common stock options		—			—			10,867		—		9		—			—		9
Stock-based compensation		—			—			—		—		85		—			—		85
Net loss		—			—			—		—		—		(4,146	)		—		(4,146	)
Balance as of September 30, 2022, as adjusted		—		$	—			11,248,065	$	1	$	49,755	$	(66,705	)	$	—	$	(16,949	)

	Nine Month Period Ended September 30, 2022
	Redeemable Convertible Preferred Stock						Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive		Total Stockholders’ (Deficit)
	Shares			Amount			Shares		Amount		Capital		Deficit			Income		Equity
Balance as of December 31, 2021, as previously reported		16,564,370		$	31,401			3,739,572	$	—	$	3,105	$	(55,896	)	$	—	$	(52,791	)
Retroactive application of recapitalization (Note 4)		(16,564,370	)		(31,401	)		6,066,571		1		31,400		—			—		31,401
Balance at December 31, 2021, as adjusted		—			—			9,806,143		1		34,505		(55,896	)		—		(21,390	)
Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs⁽¹⁾		2,771,551			11,558			—		—		—		—			—		—
Issuance of common stock options		—			—			103,353		—		28		—			—		28
Issuance of common stock warrants		—			—			—		—		3,447		—			—		3,447
Stock-based compensation		—			—			—		—		217		—			—		217
Net loss		—			—			—		—		—		(10,809	)		—		(10,809	)
Balance as of September 30, 2022, as previously reported		2,771,551			11,558			9,909,496		1		38,197		(66,705	)		—		(28,507	)
Retroactive application of recapitalization (Note 4)		(2,771,551	)		(11,558	)		1,338,569		—		11,558		—			—		11,558
Balance as of September 30, 2022, as adjusted		—		$	—			11,248,065	$	1	$	49,755	$	(66,705	)	$	—	$	(16,949	)

	Thirty-Nine Weeks Ended October 1, 2023			Nine Months Ended September 30, 2022
Cash flows from operating activities from continuing operations
Net loss	$	(241,906	)	$	(10,809	)
Loss from discontinued operations, net of income taxes		(168,458	)		—
Net loss from continuing operations, net of tax		(73,448	)		(10,809	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Stock-based compensation expense		2,321			217
Non-cash interest expense⁽¹⁾		4,009			(76	)
Non-cash lease expense		717			304
Gain on extinguishment of convertible notes and SAFEs⁽²⁾		—			(3,235	)
Depreciation and amortization		622			463
Provision for credit losses		4,269			716
Change in reserve for excess and obsolete inventory		2,144			3,091
Issuance of forward purchase agreements⁽³⁾		(76	)		—
Change in fair value of forward purchase agreement liabilities⁽⁴⁾		6,661			—
Loss on CS Solis debt extinguishment		10,338			—
Change in fair value of warrant liabilities		(26,314	)		142
Accretion of debt in CS Solis		2,493			2,581
Issuance of common stock in connection with forward purchase agreements⁽⁵⁾		35,490			—
Issuance of common stock bonus shares in connection with the Mergers⁽⁶⁾		2,394			—
Issuance of restricted stock units in connection with vendor services		52			—
Changes in operating assets and liabilities:
Accounts receivable, net		(11,823	)		(3,036	)
Inventories		(3,896	)		(5,047	)
Prepaid expenses and other current assets		(8,326	)		504
Other noncurrent assets		1,132			(15	)
Accounts payable		4,372			190
Accrued expenses and other current liabilities		1,587			(2,056	)
Operating lease liabilities		(359	)		(316	)
Warranty provision, noncurrent		255			(584	)
Deferred revenue		(1,766	)		(231	)
Net cash used in operating activities from continuing operations		(47,152	)		(17,197	)
Net cash provided by operating activities from discontinued operations		190			—
Net cash used in operating activities		(46,962	)		(17,197	)
Cash flows from investing activities from continuing operations
Purchase of property and equipment		(29	)		—
Capitalization of internal-use software costs		(1,505	)		(1,048	)
Net cash used in investing activities from continuing operations		(1,534	)		(1,048	)
Cash flows from financing activities from continuing operations
Proceeds from issuance of notes payable, net		14,102			—
Principal repayment of notes payable		(9,653	)		(9,507	)
Proceeds from issuance of convertible notes, net of issuance cost		17,750			—
Proceeds from issuance of convertible notes, net of issuance cost, due to related parties		3,500			—
Repayment of convertible notes to related parties		—			(500	)
Proceeds from issuance of long-term debt with CS Solis, net of issuance cost		—			25,000
Proceeds from exercise of common stock options		57			28
Proceeds from Mergers and PIPE Financing		4,219			—
Proceeds from Mergers and PIPE Financing from related parties		15,600			—
Payments for issuance of Series D redeemable convertible preferred stock		—			(1,317	)
Net cash provided by financing activities from continuing operations		45,575			13,704
Effect of exchange rate changes		24			—
Net decrease in cash, cash equivalents and restricted cash		(2,897	)		(4,541	)
Cash, cash equivalents, and restricted cash at beginning of period		8,316			5,276
Cash, cash equivalents, and restricted cash at end of period	$	5,419		$	735

Supplemental disclosures of cash flow information:
Cash paid during the year for interest		1,602			1
Cash paid during the year for income taxes		—			38
Supplemental schedule of noncash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities		—			245
Carlyle warrant modification		(10,862	)		—
Reclassification of liability-classified warrants to equity-classified warrants		30,625			—
Issuance of common stock warrants		202			3,447
Issuance of Series D redeemable convertible preferred stock upon conversion of SAFE		—			6,550
Issuance of Series D redeemable convertible preferred stock upon conversion of convertible debt		—			10,680
Conversion of 2022 Convertible Notes into common stock		21,561			—
Conversion of 2022 Convertible Notes issued to related parties into common stock		19,390			—
Conversion of preferred stock into common stock		155,630			—
Issuance of common stock in connection with forward purchase agreements⁽⁵⁾		35,490			—
Issuance of common stock bonus shares in connection with the Mergers⁽⁶⁾		2,394			—
Recapitalization of Legacy Complete Solaria Common stock into Complete Solaria Common Stock		1			—
Reclassification of investor related to PIPE funds		3,500			—

	As of
	October 1, 2023		December 31, 2022
Cash and cash equivalents	$	1,661	$	4,409
Restricted cash		3,758		3,907
Total cash, cash equivalents, and restricted cash	$	5,419	$	8,316

	As of October 1, 2023
	Level 1		Level 2		Level 3		Total
Financial Liabilities
Carlyle warrants	$	—	$	—	$	7,683	$	7,683
Public warrants		1,413		—		—		1,413
Private placement warrants		—		1,027		—		1,027
Working capital warrants		—		117		—		117
Forward purchase agreement liabilities		—		—		6,586		6,586
Total	$	1,413	$	1,144	$	14,269	$	16,826

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Liabilities
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	14,152	$	14,152
Total	$	—	$	—	$	14,152	$	14,152

	October 1, 2023			December 31, 2022
Expected term		7.0 years			—
Expected volatility		77.0	%		—
Risk-free interest rate		3.92	%		—
Expected dividend yield		0.0	%		—

	October 1, 2023			December 31, 2022
Common stock trading price	$	2.10			—
Simulation period		1.8 years			—
Risk-free rate		5.12	%		—
Volatility		178.0	%		—

	Recapitalization
Cash proceeds from FACT, net of redemptions	$	36,539
Cash proceeds from PIPE Financing		12,800
Less: cash payment of FACT transaction costs and underwriting fees		(10,680	)
Less: cash payment to FPA investors for rebates and recycled shares		(17,831	)
Less: cash payment for Promissory Note		(1,170	)
Net cash proceeds upon the closing of the Mergers and PIPE financing		19,658
Less: non-cash net liabilities assumed from FACT		(10,135	)
Net contributions from the Mergers and PIPE financing upon closing	$	9,523

	Recapitalization
FACT Class A Ordinary Shares, outstanding prior to Mergers		34,500,000
FACT Class B Ordinary Shares, outstanding prior to Mergers		8,625,000
Bonus shares issued to sponsor		193,976
Bonus shares issued to PIPE investors		120,000
Bonus shares issued to FPA investors		150,000
Shares issued from PIPE financing		1,690,000
Shares issued from FPA agreements, net of recycled shares		5,558,488
Less: redemption of FACT Class A Ordinary Shares		(31,041,243	)
Total shares from the Mergers and PIPE Financing		19,796,221
Legacy Complete Solaria shares		20,034,257
2022 Convertible Note Shares		5,460,075
Shares of Complete Solaria Common stock immediately after Mergers		45,290,553

	Amount
Cash, cash equivalents and restricted cash	$	5,402
Accounts receivable		4,822
Inventories		5,354
Prepaid expenses and other current assets		8,569
Property and equipment		830
Operating lease right-of-use assets		1,619
Intangible assets		43,100
Other non-current assets		112
Total identifiable assets acquired		69,808
Accounts payable		4,210
Accrued expenses and other current liabilities		11,845
Notes payable		20,823
Deferred revenue		73
Operating lease liabilities, net of current portion		1,132
Warranty provision, noncurrent		1,566
SAFE agreements		60,470
Total identifiable liabilities assumed		100,119
Net identifiable liabilities assumed		30,311
Goodwill		119,422
Total aggregate consideration paid	$	89,111

	Amount
Trademarks	$	5,700
Developed technology		12,700
Customer relationships		24,700
Total intangible assets	$	43,100

	Estimated		As of
	Useful Lives (Years)		October 1, 2023			December 31, 2022
Developed software		5	$	6,559		$	5,054
Manufacturing equipment		3		131			102
Furniture and equipment		3		90			90
Leasehold improvements		5		708			708
Total property and equipment				7,488			5,954
Less: accumulated depreciation and amortization				(3,303	)		(2,478	)
Total property and equipment, net			$	4,185		$	3,476

	As of October 1, 2023
	Gross Carrying Amount		Impairment			Held for Sale			Accumulated Amortization			Net Amount
Assembled workforce	$	137	$	—		$	—			(137	)	$	—
Trademarks		5,700		(3,714	)		(1,463	)		(523	)		—
Customer relationship		24,700		(16,094	)		(7,577	)		(1,029	)		—
Developed technology		12,700		(8,275	)		(3,259	)		(1,166	)		—
Total intangible assets	$	43,237	$	(28,083	)	$	(12,299	)	$	(2,855	)	$	—

	As of December 31, 2022
	Weighted-Average Remaining Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net Amount
Assembled workforce	0.1	$	137	$	(133	)	$	4
Trademarks	9.8		5,700		(95	)		5,605
Customer relationship	21.8		24,700		(187	)		24,513
Developed technology	9.8		12,700		(212	)		12,488
Total intangible assets		$	43,237	$	(627	)	$	42,610

	As of October 1, 2023
Common stock warrants		27,637,266
Employee stock purchase plan		2,628,996
Stock options and RSUs, issued and outstanding		7,013,514
Stock options and RSUs, authorized for future issuance		8,625,023
Total shares reserved		45,904,799

	Options Outstanding
	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding—December 31, 2022		4,970,419		$	4.86		6.99	$	34,180
Options granted		2,164,946			5.18
Options exercised		(67,292	)		0.83
Options canceled		(142,218	)		9.46
Outstanding—October 1, 2023		6,925,855		$	4.91		7.80	$	2,727
Vested and expected to vest—October 1, 2023		6,925,855		$	4.91		7.80	$	2,727
Vested and exercisable—October 1, 2023		3,037,856		$	5.16		6.40	$	2,245

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested at December 31, 2022		—
Granted		728,600		$	5.00
Vested and released		(155,473	)	$	4.84
Cancelled or forfeited		(485,468	)	$	5.07
Unvested at October 1, 2023		87,659		$	5.07

		October 1, 2023
Remaining average remaining lease term		2.61 years
Weighted average discount rate		15.20%

2023 (excluding the thirty-nine weeks ended October 1, 2023)	$	263
2024		743
2025		592
2026		477
2027 and thereafter		—
Total undiscounted liabilities		2,075
Less: imputed interest		(565	)
Present value of operating lease liabilities	$	1,510

	Thirty-Nine Weeks Ended October 1, 2023			Year Ended December 31, 2022
Warranty provision, beginning of period	$	3,981		$	2,281
Warranty liability from Business Combination		—			1,943
Accruals for new warranties issued		2,100			1,492
Settlements		(2,060	)		(1,735	)
Warranty provision, end of period	$	4,021		$	3,981
Warranty provision, current	$	605		$	767
Warranty provision, noncurrent	$	3,416		$	3,214

	Thirteen Weeks Ended October 1, 2023			Three Months Ended September 30, 2022			Thirty-Nine Weeks Ended October 1, 2023			Nine Months Ended September 30, 2022
Numerator:
Net loss from continuing operations	$	(50,973	)	$	(4,146	)	$	(73,448	)	$	(10,809	)
Net loss from discontinued operations		(155,909	)		—			(168,458	)		—
Net loss	$	(206,882	)	$	(4,146	)	$	(241,906	)	$	(10,809	)
Denominator:
Weighted average common shares outstanding, basic and diluted		39,821,078			13,431,410			16,969,979			13,053,367
Net loss per share:
Continuing operations – basic and diluted	$	(1.28	)	$	(0.31	)	$	(4.33	)	$	(0.83	)
Discontinued operations – basic and diluted	$	(3.92	)	$	—		$	(9.92	)	$	—
Net loss per share – basic and diluted	$	(5.20	)	$	(0.31	)	$	(14.25	)	$	(0.83	)

(in thousands)	Thirteen Weeks Ended October 1, 2023			Three Months Ended September 30, 2022			$ Change			% Change
Revenues	$	24,590		$	12,260		$	12,330			101	%
Cost of revenues⁽¹⁾		18,354			8,266			10,088			122	%
Gross profit		6,236			3,994			2,242			56	%
Gross margin %		25	%		33	%
Operating expenses:
Sales commissions		8,755			3,572			5,183			145	%
Sales and marketing⁽¹⁾		2,214			1,604			610			38	%
General and administrative⁽¹⁾		6,345			2,027			4,318			213	%
Total operating expenses		17,314			7,203			10,111			140	%
Loss from continuing operations		(11,078	)		(3,209	)		(7,869	)		245	%
Interest expense⁽²⁾		(1,902	)		(941	)		(961	)		102	%
Interest income		9			—			9			—
Other income (expense), net⁽³⁾		(38,003	)		4			(38,007	)		*
Loss from continuing operations before taxes		(50,974	)		(4,146	)		(46,828	)		*
Income tax benefit (provision)		1			—			1			—
Net loss from continuing operations	$	(50,973	)	$	(4,146	)	$	(46,827	)		*

(in thousands)	Thirty-Nine Weeks Ended October 1, 2023			Nine Months Ended September 30, 2022			$ Change			% Change
Revenues	$	66,887		$	48,974		$	17,913			37	%
Cost of revenues⁽¹⁾		51,788			33,792			17,996			53	%
Gross profit		15,099			15,182			(83	)		(1	)%
Gross margin %		23	%		31	%
Operating expenses:
Sales commissions		23,221			15,694			7,527			48	%
Sales and marketing⁽¹⁾		5,216			4,607			609			13	%
General and administrative⁽¹⁾		22,965			6,194			16,771			271	%
Total operating expenses		51,402			26,495			24,907			94	%
Loss from continuing operations		(36,303	)		(11,313	)		(24,990	)		221	%
Interest expense⁽²⁾		(8,870	)		(2,672	)		(6,198	)		232	%
Interest income		26			—			26			—
Other income (expense), net⁽³⁾		(28,302	)		3,180			(31,482	)		*
Loss from continuing operations before taxes		(73,449	)		(10,805	)		(62,644	)		580	%
Income tax benefit (provision)		1			(4	)		5			(125	)%
Net loss from continuing operations	$	(74,448	)	$	(10,809	)	$	(62,639	)		*

Exhibit Number	Exhibit Description	Form	File Number	Exhibit	Filing Date
2.1	Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation, and The Solaria Corporation	S-4	333-269674	2.1	May 31, 2023
2.2	Agreement and Plan of Merger, dated as of October 3, 2022, by and between Complete Solar Holding Corporation, Complete Solar Midco, LLC, Complete Solar Merger Sub, Inc., The Solaria Corporation, and Fortis Advisors LLC	S-4	333-269674	2.4	February 10, 2023
2.3	Asset Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies, Ltd.	8-K	001-40117	2.1	2023-09-21
3.1	Certificate of Incorporation of Complete Solaria	8-K	001-40017	3.1	2023-07-21
3.2	Bylaws of Complete Solaria	8-K	001-40017	3.2	2023-07-21
4.1	Form of Replacement Warrant	8-K	001-40117	4.1	2023-10-12
4.2	Form of First Amendment to Replacement Warrant	8-K	001-40117	4.2	2023-10-12
4.3	Amended and Restated Registration Rights Agreement, dated July 18, 2023, by and among the Company and certain other stockholders party thereto	8-K	001-40117	4.1	2023-07-24
4.4	Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent	8-K	001-40117	4.1	2021-03-2
10.1	Form of Indemnification Agreement	8-K	001-40017	10.23	2023-07-24
10.2	Forward Purchase Agreement, dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc.	8-K	001-40017	10.24	2023-07-24
10.3	Forward Purchase Agreement, dated July 13, 2023, between Polar Multi-Strategy Master Fund; Freedom Acquisition I Corp. and Complete Solaria, Inc.	8-K	001-40017	10.25	2023-07-24
10.4	Forward Purchase Agreement, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc.	8-K	001-40017	10.26	2023-07-24
10.5	FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc.	8-K	001-40017	10.27	2023-07-24

10.6	FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Polar Multi-Strategy Master Fund; Freedom Acquisition I Corp. and Complete Solaria, Inc.	8-K	001-40017	10.28	2023-07-24
10.7	FPA Funding Amount Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc.	8-K	001-40017	10.29	2023-07-24
10.8	New Money Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc.	8-K	001-40017	10.30	2023-07-24
10.9	New Money Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc.	8-K	001-40017	10.31	2023-07-24
10.10	Form of Subscription Agreement	8-K	001-40017	10.32	2023-07-24
10.11	Form of Subscription Agreement	8-K	001-40017	10.1	2023-07-14
10.12	Promissory Note dated July 10, 2023, issued by Freedom Acquisition I Corp. to Freedom Acquisition I LLC	8-K	001-40017	10.1	2023-07-11
10.13	Consent to Business Combination Agreement, dated July 9, 2023.	8-K	001-40017	10.1	2023-07-10
10.14	Complete Solaria, Inc. 2023 Incentive Equity Plan	8-K	001-40017	10.5	2023-07-24
10.15	Forms of Option Grant Notice and Option agreement and Global RSU Grant Notice and Agreement	8-K	001-40017	10.6	2023-07-24
10.16	Complete Solaria, Inc. 2023 Employee Stock Purchase Plan	8-K	001-40017	10.7	2023-07-24
31.1*	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	Inline XBRL Document Set for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed Financial Statements and Supplemental Details
104*	Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101

	Complete Solaria, Inc. (Registrant)

Date: November 14, 2023	By:	/s/ WILLIAM J. ANDERSON
		William J. Anderson
		Chief Executive Officer

Date: November 14, 2023	By:	/s/ BRIAN WUEBBELS
		Brian Wuebbels
		Chief Financial Officer