SunPower Inc 10-Q for FY2024 Q3

SunPower Inc. (SPWR)

10-Q 2024-11-18 For: 2024-09-29

Added on April 08, 2026

About this 10-Q

SunPower Inc filed this 10-Q on November 18, 2024, covering the quarter ended September 29, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 29, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5.54M; down 77.5% from $24.59M a year earlier
Net loss: $77.96M; compared with a net loss of $206.88M a year earlier
Diluted EPS: -$1.03; compared with -$5.20 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Unaudited Condensed Consolidated Statements Stockholders’ Deficit	3
	Unaudited Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
Item 4.	Controls and Procedures	55

PART II.	OTHER INFORMATION	57
Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	85
Item 3.	Defaults Upon Senior Securities	85
Item 4.	Mine Safety Disclosures	85
Item 5.	Other Information	85
Item 6.	Exhibits	85
Signatures		87

	As of
	September 29,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	79,502		$	2,593
Accounts receivable, net		8,482			26,281
Inventories		607			3,058
Forward purchase agreement assets with related parties		907			—
Forward purchase agreement		169			—
Prepaid expenses and other current assets		12,816			5,817
Total current assets		102,483			37,749
Restricted cash		3,841			3,823
Property and equipment, net		590			4,317
Operating lease right-of-use assets		868			1,235
Other noncurrent assets		154			198
Total assets	$	107,936		$	47,322

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,627		$	13,122
Accrued expenses and other current liabilities		29,825			27,870
Notes payable, net		2,696			27,107
Notes payable to related parties		1,574			1,550
Deferred revenue, current		1,092			2,423
Short-term debt with CS Solis		—			33,280
SAFE Agreement with related party		1,900			—
Forward purchase agreement liabilities with related parties		—			3,232
Forward purchase agreement liabilities		—			599
Total current liabilities		41,714			109,183
Warranty provision, noncurrent		3,322			3,416
Warrant liability		6,597			9,817
Deferred revenue, noncurrent		952			1,055
Notes payable and derivative liabilities, net of current portion		154,215			—
Notes payable to related parties		43,458			—
Operating lease liabilities, net of current portion		382			664
Total liabilities		250,640			124,135

Commitments and contingencies (Note 17)

Stockholders’ (deficit) equity:
Common stock, $0.0001 par value; Authorized 1,000,000,000 and 1,000,000,000 shares as of September 29, 2024 and December 31, 2023, respectively; issued and outstanding 72,977,921, and 49,065,361 shares as of September 29, 2024 and December 31, 2023, respectively		14			7
Additional paid-in capital		315,485			277, 965
Accumulated other comprehensive loss		165			143
Accumulated deficit		(458,368	)		(354,928	)
Total stockholders’ deficit		(142,704	)		(76,813	)
Total liabilities and stockholders’ equity	$	107,936		$	47,322

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 29,			October 1,			September 29,			October 1,
	2024			2023			2024			2023
Revenues	$	5,536		$	24,590		$	20,068		$	66,887
Cost of revenues		8,693			18,354			21,834			51,788
Gross (loss) profit		(3,157	)		6,236			(1,766	)		15,099
Operating expenses:
Sales commissions		7,270			8,755			11,691			23,221
Sales and marketing		1,093			2,214			3,762			5,216
General and administrative		18,450			6,345			29,789			22,965
Total operating expenses		26,813			17,314			45,242			51,402
Loss from continuing operations		(29,970	)		(11,078	)		(47,008	)		(36,303	)
Interest expense ⁽¹⁾		(2,338	)		(1,902	)		(8,230	)		(8,870	)
Interest income		86			9			102			26
Other expense, net ⁽²⁾		(65,684	)		(38,003	)		(66,234	)		(28,302	)
Gain on extinguishment of debt		19,948			—			19,948			—
Total other (expense)		(47,988	)		(39,896	)		(54,414	)		(37,146	)
Loss from continuing operations before income taxes		(77,958	)		(50,974	)		(101,422	)		(73,449	)
Income tax (provision) benefit		—			1			(11	)		1
Net loss from continuing operations		(77,958	)		(50,973	)		(101,433	)		(73,448	)
Discontinued operations (Note 7):
Loss from discontinued operations, net of tax		—			(8,404	)		(2,007	)		(20,953	)
Impairment loss from discontinued operations		—			(147,505	)		—			(147,505	)
Net loss from discontinued operations, net of taxes		—			(155,909	)		(2,007	)		(168,458	)
Net loss		(77,958	)		(206,882	)		(103,440	)		(241,906	)
Other comprehensive income:
Foreign currency translation adjustment		—			10			22			24
Comprehensive loss (net of tax)	$	(77,958	)	$	(206,872	)	$	(103,418	)	$	(241,882	)

Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(1.03	)	$	(1.28	)	$	(1.64	)	$	(4.33	)
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted	$	—		$	(3.92	)	$	(0.03	)	$	(9.92	)
Net loss per share attributable to common stockholders, basic and diluted	$	(1.03	)	$	(5.20	)	$	(1.67	)	$	(14.25	)
Weighted-average shares used to compute net loss per share, basic and diluted		75,348,627			39,821,078			61,868,747			16,969,979

	For the Thirteen-Weeks Ended September 29, 2024
	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, 2024		—		$	—			63,044,287	$	13		$	288,259		$	(380,410	)	$	165	$	(91,973	)
Exercise of common stock options		—			—			282,966		—			432			—			—		432
Vesting of restricted stock units		—			—			88,215		—			—			—			—		—
Stock-based compensation		—			—			—		—			1,516			—			—		1,516
Issuance of common stock warrants		—			—			—		—			1,400			—			—		1,400
Issuance of common stock warrants for services		—			—			—		—			7,759			—			—		7,759
Exercise of common stock warrants		—			—			5,343,616		1			—			—			—		1
Issuance of common stock for exchange of debt		—			—			1,500,000		—			2,670			—			—		2,670
Issuance of common stock		—			—			2,718,837		—			6,143			—			—		6,143
Modification of Warrant Agreement		—			—			—		—			7,306			—			—		7,306
Net loss		—			—			—		—			—			(77,958	)		—		(77,958	)
Balance as of September 29, 2024		—		$	—			72,977,921	$	14		$	315,485		$	(458,368	)	$	165	$	(142,704	)

	For the Thirteen Weeks 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 ⁽³⁾		(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 (1)		—			—			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 Sock		—			—			—		(1	)		2			—			—		1
Issuance of common stock in connection with forward purchase agreements (2)		—			—			5,558,488		1			35,489			—			—		35,490
Issuance of common stock bonus shares in connection with Mergers (3)		—			—			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 adjustment		—			—			—		—			—			—			10		10
Net loss		—			—			—		—			—			(206,882	)		—		(206,882	)
Balance as of October 1, 2023, as adjusted		—		$	—			45,312,243	$	7		$	276,438		$	(327,279	)	$	51	$	(50,783	)

	For the Thirty-Nine Weeks Ended September 29, 2024
	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, 2023		—		$	—			49,065,361	$	7		$	277,965		$	(354,928	)	$	143	$	(76,813	)
Exercise of common stock options		—			—			373,003		—			492			—			—		492
Vesting of restricted stock units		—			—			88,215		—			—			—			—		—
Stock-based compensation		—			—			—		—			4,086			—			—		4,086
Issuance of common stock warrants		—			—			—		—			1,400			—			—		1,400
Issuance of common stock warrants for services		—			—			—		—			9,179			—			—		9,179
Issuance of common stock upon conversion of SAFEs		—			—			13,888,889		6			6,244			—			—		6,250
Exercise of common stock warrants		—			—			5,343,616		1			—			—			—		1
Issuance of common stock for exchange of debt		—			—			1,500,000		—			2,670			—			—		2,670
Issuance of common stock		—			—			2,718,837		—			6,143			—			—		6,143
Modification of Warrant Agreement		—			—			—		—			7,306			—			—		7,306
Net loss		—			—			—		—			—			(103,440	)		—		(103,440	)
Foreign currency translation adjustment		—			—			—		—			—			—			22		22
Balance as of September 29, 2024		—		$	—			72,977,921	$	14		$	315,485		$	(458,368	)	$	165	$	(142,704	)

	For the Thirty-Nine Weeks 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 (3)		(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 (1)		—			—			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 Sock		—			—			—		(1	)		2			—			—		1
Issuance of common stock in connection with forward purchase agreements (2)		—			—			5,558,488		1			35,489			—			—		35,490
Issuance of common stock bonus shares in connection with Mergers (3)		—			—			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 adjustment		—			—			—		—			—			—			24		24
Net loss		—			—			—		—			—			(241,906	)		—		(241,906	)
Balance as of October 1, 2023, as adjusted		—		$	—			45,312,243	$	7		$	276,438		$	(327,279	)	$	51	$	(50,783	)

	Thirty-Nine Weeks Ended September 29, 2024			Thirty-Nine Weeks Ended October 1, 2023
Cash flows from operating activities from continuing operations
Net loss	$	(103,440	)	$	(241,906	)
Loss from discontinued operations, net of income taxes		(2,007	)		(168,458	)
Net loss from continuing operations		(101,433	)		(73,448	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Stock-based compensation expense		4,086			2,321
Non-cash interest expense		1,938			4,009
Non-cash lease expense		483			717
Depreciation and amortization		991			622
Amortization of debt issuance costs		1,361			—
Other financing costs		3,812			—
Loss on asset impairments		3,721			—
Loss on conversion of SAFE Agreements to shares of common stock		1,250			—
Non-cash expense in connection with warrants issued for vendor services		5,410			—
Loss on issuance of derivative liability		24,688			—
Change in fair value of derivative liability		37,875			—
Provision for credit losses		3,065			4,269
(Gain) loss on debt extinguishment		(19,948	)		10,338
Change in reserve for excess and obsolete inventory		131			2,144
Issuance of forward purchase agreements		—			(76	)
Change in fair value of forward purchase agreement liabilities		(4,906	)		6,661
Change in fair value of SAFE Agreements		900			—
Issuance of common stock in connection with forward purchase agreements		—			35,490
Change in fair value of warrant liabilities		2,116			(26,314	)
Accretion of debt in CS Solis		3,872			2,493
Issuance of common stock bonus shares in connection with the Mergers		—			2,394
Issuance of restricted stock units in connection with vendor services		—			52
Changes in operating assets and liabilities:
Accounts receivable		14,735			(11,823	)
Inventories		2,378			(3,896	)
Prepaid expenses and other current assets		(3,185	)		(8,326	)
Other noncurrent assets		—			1,132
Accounts payable		(8,496	)		4,372
Accrued expenses and other current liabilities		(1,646	)		1,587
Operating lease liabilities		(875	)		(359	)
Warranty provision, noncurrent		—			255
Deferred revenue		(1,434	)		(1,766	)
Net cash used in operating activities from continuing operations		(29,111	)		(47,152	)
Net cash provided by operating activities from discontinued operations		—			190
Net cash used in operating activities		(29,111	)		(46,962	)
Cash flows from investing activities from continuing operations
Purchase of property and equipment		—			(29	)
Capitalization of internal-use software costs		(1,044	)		(1,505	)
Net cash used in investing activities from continuing operations		(1,044	)		(1,534	)
Cash flows from financing activities from continuing operations
Proceeds from issuance of notes payable, net		—			14,102
Principal repayment of notes payable		(300	)		(9,653	)
Proceeds from issuance of convertible notes		68,725			17,750
Proceeds from issuance of convertible notes, due to related parties		26,000			3,500
Proceeds from issuance of common stock		6,143			—
Proceeds from exercise of common stock options		492			57
Proceeds from Mergers and PIPE Financing		—			4,219
Proceeds from Mergers and PIPE Financing from related parties		—			15,600
Proceeds from issuance of SAFE agreements		6,000			—
Net cash provided by financing activities from continuing operations		107,060			45,575
Effect of exchange rate changes		22			24
Net increase (decrease) in cash, cash equivalents and restricted cash		76,927			(2,897	)
Cash, cash equivalents, and restricted cash at beginning of period		6,416			8,316
Cash, cash equivalents, and restricted cash at end of period	$	83,343		$	5,419

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	—		$	1,602
Cash paid for income taxes		10			—

Supplemental disclosure of noncash financing and investing activities:
Cancellation of existing indebtedness in Exchange Agreement	$	65,872		$	—
Issuance of convertible notes in Exchange Agreement		31,452			—
Issuance of common stock in Exchange Agreement		2,220			—
Conversion of SAFE Agreements to shares of common stock		5,000			—
Carlyle warrant modification		660			(10,862	)
Operating right-of-use assets obtained by lease obligations		116			—
Reclassification of liability-classified warrants to equity-classified warrants		—			30,625
Issuance of common stock warrants		1,400			202
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		—			35,490
Issuance of common stock bonus shares in connection with the Mergers		—			2,394
Recapitalization of Legacy Complete Solaria Common stock into Complete Solaria Common Stock		—			1
Reclassification of investor deposit to PIPE funds		—			3,500

	●	The allocation of the transaction price to identified performance obligations;

	●	Fair value of warrant liabilities;

	●	The fair value of the forward purchase agreements;

	●	The reserve methodology for inventory obsolescence;

	●	The reserve methodology for product warranty;

	●	The reserve methodology for the allowance for credit losses;

	●	The fair value of derivative liabilities; and

	●	The measurement of stock-based compensation.

	September 29, 2024		December 31, 2023
Cash and cash equivalents	$	79,502	$	2,593
Restricted cash		3,841		3,823
Total cash, cash equivalents and restricted cash	$	83,343	$	6,416

	As of September 29, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Forward purchase agreements ⁽¹⁾		⸺		—		1,076		1,076
Total	$	3,841	$	—	$	1,076	$	4,917
Financial Liabilities
Derivative liabilities	$	—	$	—	$	92,104	$	92,104
Public warrants		2,242		—		—		2,242
Private placement warrants		—		—		3,908		3,908
Working capital warrants		—		—		447		447
SAFE Agreements		—		—		1,900		1,900
Total	$	2,242	$	—	$	98,359	$	100,601

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Asset
Restricted cash	$	3,823	$	—	$	—	$	3,823

Financial Liabilities
Carlyle warrant	$	—	$	—	$	9,515	$	9,515
Public warrants		167		—		—		167
Private placement warrants		—		122		—		122
Working capital warrants		—		14		—		14
Replacement warrants		—		—		1,310		1,310
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,831		3,831
Total	$	167	$	136	$	14,656	$	14,959

	September 29, 2024
Expected term		4.76 years
Expected volatility		54.0	%
Risk-free interest rate		3.5	%
Common stock price	$	2.93
Expected dividend yield		0.0	%

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

	September 29, 2024
Expected term		3.8 years
Expected volatility		69.24	%
Risk-free interest rate		3.5	%
Expected dividend yield		0.0	%

	September 29, 2024			December 31, 2023
VWAP stock price	$	2.86		$	1.66
Simulation period		0.8 years			1.55 years
Risk-free interest rate		4.07	%		4.48	%
Volatility		76.0	%		95.0	%

	December 31, 2023
Expected term		0.3 years
Expected volatility		78.5	%
Risk-free interest rate		5.4	%
Expected dividend yield		0.0	%

	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

	Thirteen Weeks Ended			Thirty-Nine- Weeks Ended
	October 1, 2023			October 1, 2023
Revenues	$	3,774		$	29,048
Cost of revenues		4,102			30,609
Gross loss		(328	)		(1,561	)
Operating expenses:
Sales and marketing		2,425			6,855
General and administrative		5,681			12,572
Total operating expenses		8,106			19,427
Loss from discontinued operations		(8,434	)		(20,988	)
Other income, net		31			32
Loss from discontinued operations before income taxes		(8,403	)		(20,956	)
Income tax benefit (provision)		(1	)		3
Impairment loss from discontinued operations		(147,505	)		(147,505	)
Net loss from discontinued operations	$	(155,909	)	$	(168,458	)

	Estimated	As of
	Useful Lives (Years)	September 29, 2024			December 31, 2023
Developed software	5	$	624		$	6,993
Manufacturing equipment	3		73			131
Furniture and equipment	3		96			96
Leasehold improvements	5		—			708
Total property and equipment			793			7,928
Less: accumulated depreciation and amortization			(203	)		(3,611	)
Total property and equipment, net		$	590		$	4,317

	Thirteen-Weeks Ended						Thirty-Nine Weeks Ended
	September 29, 2024			October 1, 2023			September 29, 2024			October 1, 2023
Loss on issuance of derivative liabilities⁽¹⁾	$	(24,688	)	$	—		$	(24,688	)	$	—
Change in fair value of derivative liabilities⁽²⁾		(37,875	)		—			(37,875	)		—
Change in fair value of redeemable convertible preferred stock warrant liability		—			39			1,310			9,455
Change in fair value of Carlyle warrants		—			12,689			2,869			12,689
Change in fair value of FACT public, private placement and working capital warrants		(6,052	)		4,170			(6,295	)		4,170
Other financing costs		(3,812	)		—			(3,812	)		—
Loss on CS Solis debt extinguishment		—			(10,338	)		—			(10,338	)
Bonus shares issued in connection with the Mergers⁽³⁾		—			(2,394	)		—			(2,394	)
Issuance of forward purchase agreements⁽⁴⁾		—			76			—			76
Change in fair value of forward purchase agreement liabilities⁽⁵⁾		7,728			(6,661	)		4,906			(6,661	)
Issuance of shares in connection with the forward purchase agreements		—			(35,490	)		—			(35,490	)
Change in fair value of SAFE Agreement⁽⁶⁾		(900	)		—			(900	)		—
Loss on conversion of SAFE Agreements to common stock⁽⁶⁾		—			—			(1,250	)		—
Other, net		(85	)		(94	)		(499	)		191
Total other expense, net	$	(65,684	)	$	(38,003	)	$	(66,234	)	$	(28,302	)

⁽¹⁾	Includes $3.0 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.
⁽²⁾	Includes $14.7 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.
⁽³⁾	Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers.
⁽⁴⁾	Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties.
⁽⁵⁾	Includes $6.5 million and $4.1 million of income for the thirteen and thirty-nine weeks ended September 29, 2024, respectively and $5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, for the change in the fair value of forward purchase agreements with related parties.
⁽⁶⁾	The SAFE Agreements were entered into with a related party, and the loss on the conversion of the SAFE Agreements to shares of the Company’s common stock is a related party transaction. Refer to Note 14 – SAFE Agreements and Note 19 – Related Party Transactions for further information.

	As of September 29, 2024
Common stock warrants		31,670,265
Employee stock purchase plan		2,628,996
Stock options and RSUs, issued and outstanding		14,170,385
Stock options and RSUs, authorized for future issuance		945,059
Total shares reserved		49,414,705

	Options Outstanding
	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding—December 31, 2023		11,716,646		$	3.48		8.53	$	2,756
Options granted		6,121,251			0.93
Options exercised		(421,546	)		0.75
Options canceled		(5,682,132	)		1.54
Outstanding—September 29, 2024		11,734,219		$	3.06		7.43	$	14,356
Vested and expected to vest—September 29, 2024		11,734,219		$	3.06		7.43	$	14,356
Vested and exercisable—September 29, 2024		4,450,841		$	4.44		5.25	$	3,142

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested at December 31, 2023		58,097		$	2.07
Granted		2,466,284		$	––
Vested and released		(88,215	)	$	––
Cancelled or forfeited		––		$	––
Unvested at September 29, 2024		2,436,166		$	1.78

	Thirty-Nine Weeks Ended September 29, 2024			Year Ended December 31, 2023
Warranty provision, beginning of period	$	4,849		$	3,981
Accruals for new warranties issued		830			2,968
Settlements		(932	)		(2,100	)
Warranty provision, end of period	$	4,747		$	4,849
Warranty provision, current	$	1,425		$	1,433
Warranty provision, noncurrent	$	3,322		$	3,416

(in thousands)	Thirteen Weeks Ended September 29, 2024			Thirteen Weeks Ended October 1, 2023			$ Change			% Change
Revenues	$	5,536		$	24,590		$	(19,054	)		(77	)%
Cost of revenues⁽¹⁾		8,693			18,354			(9,661	)		(53	)%
Gross (loss) profit		(3,157	)		6,236			(9,393	)		(151	)%
Gross margin %		(57	)%		25	%
Operating expenses:
Sales commissions		7,270			8,755			(1,485	)		(17	)%
Sales and marketing⁽¹⁾		1,093			2,214			(1,121	)		(51	)%
General and administrative⁽¹⁾		18,450			6,345			12,105			191	%
Total operating expenses		26,813			17,314			9,499			55	%
Loss from continuing operations		(29,970	)		(11,078	)		(18,892	)		171	%
Interest expense⁽²⁾		(2,338	)		(1,902	)		(436	)		23	%
Interest income		86			9			77			856	%
Other expense, net⁽³⁾		(65,684	)		(38,003	)		(27,681	)		73	%
Gain on extinguishment of debt		19,948			—			19,948			*
Net loss from continuing operations before taxes		(77,958	)		(50,974	)		(26,984	)		53	%
Income tax benefit (provision)		—			1			(1	)		(100	)%
Net loss from continuing operations	$	(77,958	)	$	(50,973	)	$	(26,985	)		53	%

	Thirty-Nine Weeks Ended September 29, 2024		Thirty-Nine Weeks Ended October 1, 2023
Cost of revenues	$	105	$	51
Sales and marketing		490		337
General and administrative		3,491		1,933
Stock-based compensation from continuing operations		4,086		2,321
Stock-based compensation expense included in discontinued operations		—		1,835
Total stock-based compensation expense	$	4,086	$	4,156

	Thirty-Nine Weeks Ended		Thirty-Nine Weeks Ended
	September 29, 2024		October 1, 2023		$ Change			% Change
Solar energy system installations	$	19,932	$	64,511	$	(44,579	)		(69	)%
Software enhanced services		136		2,376		(2,240	)		(94	)%
Total revenue	$	20,068	$	66,887	$	(46,819	)		(70	)%

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 30, 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	001-40117	3.1	2023-07-21

3.2	Bylaws of Complete Solaria	8-K	001-40117	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

4.5	Indenture, dated September 16, 2024, between the Company and U.S. Bank Trust Company, National Association	8-K	001-40117	4.1	2024-09-26

4.6	Form of 7.0% Convertible Senior Note due 2029	8-K	001-40117	4.2	2024-09-26

10.1	Form of Note Purchase Agreement	8-K	001-40117	10.1	2024-09-26

	Complete Solaria, Inc.

Date: November 18, 2024	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer and Executive Chairman

Date: November 18, 2024	By:	/s/ Daniel Foley
		Daniel Foley
		Chief Financial Officer

Date:	November 18, 2024	By:	/s/ Thurman J. Rodgers
			Chief Executive Officer and Executive Chairman
			(Principal Executive Officer)