FREMONT, Calif., April 18, 2024 (GLOBE NEWSWIRE) -- Complete Solaria, Inc. ("Complete Solaria" or the "Company") (NASDAQ:CSLR) today released an internal document which describes what appears to be a short attack on its stock on the trading day after it launched and announced its first major employee stock option program. The attack is described in detail in the memo to employees, which can be viewed via the link here. Complete Solaria chairman, T.J. Rodgers said, "The reason I released this internal docume ...

FREMONT, Calif., April 11, 2024 (GLOBE NEWSWIRE) -- Complete Solaria, Inc. ("Complete Solaria" or the "Company") (NASDAQ:CSLR) today reported on its current financial status, which includes progress on its cash burn rate, and the status of its debt with private equity firms Kline-Hill Partners and Carlyle, which together hold about $70 million in debt owed on about $35 million of principal, split roughly equally between the two (see our 10K for exact numbers). First, we report on our progress in turning Com ...

Damage to our brand and reputation or change or loss of use of our brand could harm our business and results of operations. Our success depends on the continuing contributions of key personnel. If we or our dealers or suppliers fail to hire and retain suf icient employees and service providers in key functions, our growth and ability to timely complete customer projects and successfully manage customer accounts would be constrained. Our quarterly and annual operating results and its ability to grow are diff ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware N/A (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q OR Commission file number 001-40117 45700 Northport Loop East Fremont, CA 94538 (Address of Principal Executive Offices) (Registrant's telephone nu ...

Financial Performance - The company generated gross proceeds of $345.0 million from its Initial Public Offering of 34,500,000 units at $10.00 per unit, incurring offering costs of approximately $19.18 million[55]. - The fair value of the securities transferred from Level 2 to Level 1 measurement during the year ended December 31, 2022 was $348,810,523[50]. - The company has 14,891,667 warrants issued in connection with its Initial Public Offering and Private Placement, recognized as derivative warrant liabilities[57]. - The share price at March 31, 2023 was $10.32, compared to $10.10 at December 31, 2022, reflecting a 2.2% increase[51]. - The risk-free rate increased to 4.88% at March 31, 2023, up from 4.54% at December 31, 2022[51]. Business Strategy - The company aims to ensure that the Available Acquiror Cash equals or exceeds $100,000,000 prior to the closing of the Business Combination[46]. - The company has committed to using reasonable best efforts to complete the Business Combination as approved by the Board[45]. Regulatory Compliance - The company is classified as a non-accelerated filer and an emerging growth company, allowing it to rely on reduced reporting requirements under the JOBS Act[60]. - There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2023[50]. - The company did not identify any subsequent events that would require adjustment or disclosure in the unaudited condensed consolidated financial statements[53].

PART I [Business Overview](index=8&type=section&id=Item%201.%20Business) Freedom Acquisition I Corp., a SPAC established in December 2020, seeks business combinations, extended its deadline to September 2, 2023, and generates non-operating income from its trust account and warrant liabilities - Freedom Acquisition I Corp. was established on December 23, 2020, to pursue business combinations and currently has no operating revenue[90](index=90&type=chunk)[91](index=91&type=chunk)[226](index=226&type=chunk) - The company has signed a business combination agreement with Complete Solaria, Inc. and plans to rename itself "Complete Solaria, Inc." after the transaction[231](index=231&type=chunk)[232](index=232&type=chunk)[255](index=255&type=chunk) - Shareholders approved extending the business combination deadline to September 2, 2023, but **23,256,504 Class A ordinary shares** were redeemed at **$10.21 per share**, reducing the trust account balance[252](index=252&type=chunk)[620](index=620&type=chunk)[121](index=121&type=chunk) Business Overview Financial Summary | Indicator | Amount (USD) | | :--- | :--- | | IPO Total Proceeds | 345,000,000 | | Private Placement Warrant Sales Proceeds | 9,400,000 | | Initial Trust Account Funding | 345,000,000 | | Class A Ordinary Shares Redeemed | 23,256,504 | | Total Redemption Amount | 237,372,952 | | Trust Account Balance After Redemption | 114,759,374 | | Class A Ordinary Shares After Redemption | 11,243,496 | [General Company Information](index=8&type=section&id=General) Freedom Acquisition I Corp. is a Cayman Islands exempted blank check company focused on completing an initial business combination through various transaction types - The company is a blank check company, aiming to achieve its business objectives through business combinations[226](index=226&type=chunk) [Company History](index=8&type=section&id=Company%20History) Founded on December 23, 2020, by Tidjane Thiam, Adam Gishen, and Abhishek Bhatia, the company completed its IPO on March 2, 2021, issuing 34.5 million units and 6.27 million private placement warrants - The company was founded on December 23, 2020, by Tidjane Thiam, Adam Gishen, and Abhishek Bhatia, aiming to leverage their experience in financial services[90](index=90&type=chunk)[208](index=208&type=chunk) - The company completed its initial public offering on March 2, 2021, issuing **34,500,000 units** at **$10.00 per unit**, and simultaneously sold **6,266,667 private placement warrants** to the sponsor for a total of **$9,400,000**[209](index=209&type=chunk)[250](index=250&type=chunk) [Amendment to Amended and Restated Memorandum and Articles of Association](index=9&type=section&id=Amendment%20to%20Amended%20and%20Restated%20Memorandum%20and%20Articles%20of%20Association) Shareholders approved extending the business combination deadline to September 2, 2023, resulting in the redemption of **23,256,504 Class A ordinary shares** at **$10.21 per share** and a reduced trust account balance - Shareholders approved extending the business combination deadline to September 2, 2023[252](index=252&type=chunk)[620](index=620&type=chunk)[121](index=121&type=chunk) Redemption Details | Indicator | Quantity/Amount | | :--- | :--- | | Class A Ordinary Shares Redeemed | 23,256,504 | | Redemption Price | $10.21/share | | Total Redemption Amount | Approximately $237,372,952 | | Trust Account Balance After Redemption | Approximately $114,759,374 | | Class A Ordinary Shares After Redemption | 11,243,496 | [The Proposed Business Combination](index=9&type=section&id=The%20Proposed%20Business%20Combination) The company signed a business combination agreement with Complete Solaria, Inc. on October 3, 2022, to make it a wholly-owned subsidiary, subject to various closing conditions - The company signed a business combination agreement with Complete Solaria, Inc. on October 3, 2022, planning to make it a wholly-owned subsidiary and rename the company "Complete Solaria, Inc."[231](index=231&type=chunk)[232](index=232&type=chunk)[255](index=255&type=chunk) - The completion of the business combination depends on multiple conditions, including shareholder approvals, antitrust review, the company having at least **$5,000,001** in net tangible assets, and receipt of a fairness opinion[234](index=234&type=chunk)[257](index=257&type=chunk) [The Mergers](index=10&type=section&id=The%20Mergers) The proposed business combination involves a series of mergers, ultimately making Complete Solaria a wholly-owned subsidiary and renaming the company "Complete Solaria, Inc." - The merger transactions include First Merger Sub merging with Complete Solaria, Complete Solaria merging with Second Merger Sub, and Solaria merging with Third Merger Sub[232](index=232&type=chunk)[801](index=801&type=chunk) - Upon completion of the transaction, the company will be renamed "Complete Solaria, Inc."[232](index=232&type=chunk)[801](index=801&type=chunk) [The Domestication](index=10&type=section&id=The%20Domestication) Before the business combination, the company will redomicile from the Cayman Islands to Delaware, converting all Class A and B ordinary shares into Freedom common stock - The company will change its domicile from the Cayman Islands to Delaware before closing[256](index=256&type=chunk) - Class A and Class B ordinary shares will automatically convert into Freedom common stock, with each share having one vote[233](index=233&type=chunk) [Conditions to the Closing](index=10&type=section&id=Conditions%20to%20the%20Closing) Closing conditions include shareholder and antitrust approvals, no prohibitive laws, Freedom's net tangible assets of at least **$5,000,001**, board composition, NYSE listing, and a fairness opinion - Closing conditions include shareholder approvals, antitrust review, no prohibitive laws or injunctions, Freedom having at least **$5,000,001** in net tangible assets at closing, board composition requirements, NYSE listing approval, and receipt of a fairness opinion[234](index=234&type=chunk)[257](index=257&type=chunk) - Complete Solaria's obligations also include having at least **$100 million** in available acquisition cash at closing and completing at least **$10 million** in convertible note investments[804](index=804&type=chunk)[114](index=114&type=chunk) [Covenants](index=11&type=section&id=Covenants) The business combination agreement includes covenants for ordinary course operations, no alternative transaction negotiations, Complete Solaria's financial statements, and Freedom's S-4 filing and extension approvals - Both parties must operate in the ordinary course of business before closing and refrain from negotiating alternative transactions[260](index=260&type=chunk) - Complete Solaria must provide audited financial statements, and Freedom must prepare and file an S-4 registration statement and obtain shareholder approval[260](index=260&type=chunk) - If the business combination is likely to close after March 1, 2023, Freedom must seek shareholder approval to extend the merger deadline[260](index=260&type=chunk) [Governance](index=11&type=section&id=Governance) Post-merger, Complete Solaria's board will have up to seven directors, mostly independent, including Tidjane Thiam and Adam Gishen, with Thiam nominated for re-election - After the merger, Complete Solaria's board of directors will consist of no more than seven directors, with a majority being independent, and will include Tidjane Thiam and Adam Gishen[261](index=261&type=chunk) - Complete Solaria has agreed to nominate Mr. Thiam for re-election as a director at the first three annual shareholder meetings following the merger[261](index=261&type=chunk) [Representations and Warranties](index=11&type=section&id=Representations%20and%20Warranties) The business combination agreement includes customary representations and warranties from all parties, which will not survive the closing of the transaction - The business combination agreement contains customary representations and warranties from Freedom, First Merger Sub, Second Merger Sub, and Complete Solaria, and these representations and warranties will not survive the closing[262](index=262&type=chunk) [Termination Rights](index=11&type=section&id=Termination) Termination rights include mutual consent, breach, lack of shareholder approval, or failure to close by the deadline, with Complete Solaria able to terminate if Freedom's board changes its recommendation - The agreement can be terminated by mutual consent, by one party for a breach preventing transaction completion, if shareholders fail to approve the business combination, or if closing does not occur by the extended deadline[237](index=237&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk) - Complete Solaria also has the right to terminate the agreement if Freedom's board or a special committee changes its recommendation for the business combination[292](index=292&type=chunk) [The Required Transaction](index=12&type=section&id=The%20Required%20Transaction) Complete Solar Holding Corporation's merger agreement with Solaria and its subsidiaries, signed October 3, 2022, was completed on November 4, 2022 - The merger agreement between Complete Solar Holding Corporation and Solaria and its subsidiaries, signed on October 3, 2022, was completed on November 4, 2022[293](index=293&type=chunk) [Certain Related Agreements and Transactions](index=12&type=section&id=Certain%20Related%20Agreements%20and%20Transactions) The company entered into various related agreements with Complete Solaria and its affiliates, including financing, support, registration rights, and lock-up agreements, to facilitate the business combination - The company entered into convertible note financing agreements, a sponsor support agreement, a stockholder support agreement, an amended registration rights agreement, and a lock-up agreement with Complete Solaria and its affiliates[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk) [Complete Solaria Convertible Note Financing](index=12&type=section&id=Complete%20Solaria%20Convertible%20Note%20Financing) Complete Solaria secured **$7 million** in convertible note financing from investors, including executives, and an additional **$16 million** out of **$23 million** from other investors - Complete Solaria signed **$7 million** in convertible note subscription agreements with investors, including the company's Executive Chairman Tidjane Thiam and CEO Adam Gishen[239](index=239&type=chunk) - Complete Solaria also signed subscription agreements with additional investors to purchase up to **$23 million** in convertible notes, of which **$16 million** has been completed[294](index=294&type=chunk) [Sponsor Support Agreement](index=12&type=section&id=Sponsor%20Support%20Agreement) The sponsor, directors, and officers agreed to vote for the business combination, not redeem shares, support Thiam's re-election, and adhere to share vesting and forfeiture restrictions - The company, sponsor, and certain directors and officers agreed to vote in favor of the business combination and not redeem their ordinary shares[240](index=240&type=chunk) - The sponsor and certain directors and officers agreed to vote for Mr. Thiam's re-election as a director at the first three annual shareholder meetings following the merger, and are subject to certain share vesting and forfeiture restrictions[240](index=240&type=chunk) [Complete Solaria Stockholder Support Agreement](index=13&type=section&id=Complete%20Solaria%20Stockholder%20Support%20Agreement) Complete Solaria stockholders agreed to vote for the business combination and support Mr. Thiam's re-election for the first three annual shareholder meetings - Complete Solaria stockholders agreed to vote in favor of the business combination and to vote for Mr. Thiam's re-election as a director at the first three annual shareholder meetings following the merger[241](index=241&type=chunk) [Amended and Restated Registration Rights Agreement](index=13&type=section&id=Amended%20and%20Restated%20Registration%20Rights%20Agreement) Upon closing, Complete Solaria will grant customary registration rights for securities to the sponsor, major sponsor holders, and major Complete Solaria holders via an amended agreement - Complete Solaria will grant customary registration rights for its securities to the sponsor, major sponsor holders, and major Complete Solaria holders upon closing[268](index=268&type=chunk) [Lock-Up Agreement](index=13&type=section&id=Lock-Up%20Agreement) The lock-up agreement restricts transfer of Complete Solaria securities held by the sponsor and major holders for 12 months post-closing, with early release under specific stock price conditions - The lock-up agreement imposes transfer restrictions on Complete Solaria securities held by the sponsor, major sponsor holders, and major Complete Solaria holders[269](index=269&type=chunk) - The lock-up period is 12 months post-closing, or earlier if the volume-weighted average price of Complete Solaria common stock reaches or exceeds **$12.00 per share** (as adjusted) for 20 consecutive trading days (between 180 and 365 days post-closing)[269](index=269&type=chunk) [Initial Business Combination](index=13&type=section&id=Initial%20Business%20Combination) As a blank check company, the company aims to complete an initial business combination using IPO and private placement proceeds, having signed an agreement with Complete Solaria - The company aims to complete a business combination with one or more target businesses using proceeds from its initial public offering and private placement warrants, as well as other financing methods[305](index=305&type=chunk) - The company has signed a proposed business combination agreement with Complete Solaria, Inc. and will seek alternative targets if it is not completed[304](index=304&type=chunk) [Corporate Information](index=14&type=section&id=Corporate%20Information) A Cayman Islands exempted company with tax exemption, the company is an "emerging growth company" and "smaller reporting company," utilizing disclosure exemptions including delayed accounting standard adoption - The company is a Cayman Islands exempted company, enjoying a 20-year tax exemption[272](index=272&type=chunk) - The company is an "emerging growth company" and "smaller reporting company," able to utilize certain disclosure exemptions, including delayed adoption of new accounting standards[273](index=273&type=chunk)[301](index=301&type=chunk)[303](index=303&type=chunk) [Effecting Our Initial Business Combination](index=15&type=section&id=Effecting%20Our%20Initial%20Business%20Combination) The company plans to use IPO and private placement proceeds for its initial business combination, seeking targets through various channels, and may face post-merger diversification risks - The company plans to use cash proceeds from its initial public offering and private placement warrants, along with other financing, to complete its initial business combination[305](index=305&type=chunk) - The company will seek target businesses through investment banks, private investment funds, and the business contacts of its officers and directors[278](index=278&type=chunk)[306](index=306&type=chunk) - The company does not prohibit business combinations with affiliated parties, but such transactions require review by an independent board committee and a fairness opinion[279](index=279&type=chunk) - After completing a business combination, the company may face risks from a lack of diversification due to reliance on a single business[282](index=282&type=chunk)[309](index=309&type=chunk) [Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination](index=17&type=section&id=Redemption%20Rights%20for%20Public%20Shareholders%20upon%20Completion%20of%20Our%20Initial%20Business%20Combination) Public shareholders can redeem Class A ordinary shares at a pro rata amount from the trust account upon business combination completion, provided net tangible assets remain above **$5,000,001** - Public shareholders have the right to redeem their Class A ordinary shares upon completion of the initial business combination, with the redemption price being a pro rata amount per share from the trust account[310](index=310&type=chunk) - Redemption can occur through shareholder approval or a tender offer[342](index=342&type=chunk) - The company's articles of association stipulate that the redemption amount must not cause the company's net tangible assets to fall below **$5,000,001**[288](index=288&type=chunk)[311](index=311&type=chunk) [Redemption of Public Shares and Liquidation if No Initial Business Combination](index=20&type=section&id=Redemption%20of%20Public%20Shares%20and%20Liquidation%20if%20No%20Initial%20Business%20Combination) Failure to complete the initial business combination by the deadline will result in liquidation, public share redemption at a pro rata amount (less taxes and up to **$100,000** for liquidation), and worthless warrants - If the initial business combination is not completed within the extended deadline, the company will cease all operations and liquidate, redeeming public shares[321](index=321&type=chunk)[349](index=349&type=chunk) - The redemption price will be a pro rata amount per share from the trust account (after deducting taxes and up to **$100,000** for liquidation expenses)[321](index=321&type=chunk)[351](index=351&type=chunk) - Warrants will become worthless, and the sponsor, officers, and directors have agreed to waive their rights to liquidation distributions for their founder shares[321](index=321&type=chunk)[350](index=350&type=chunk) [Conflicts of Interest](index=22&type=section&id=Conflicts%20of%20Interest) Officers and directors may have conflicts of interest in allocating business combination opportunities due to other obligations, and are not required to avoid similar business activities - Company officers and directors may have fiduciary or contractual obligations to other entities, which could lead to conflicts of interest in the allocation of business combination opportunities[356](index=356&type=chunk) - The company's articles of association stipulate that directors and officers are not obligated to avoid engaging in business activities similar to or the same as the company's[356](index=356&type=chunk) [Facilities](index=22&type=section&id=Facilities) The company's New York office at 14 Wall Street is sufficient for current needs, with monthly payments of up to **$10,000** to the sponsor for administrative services - The company currently maintains offices at 14 Wall Street, 20th Floor, New York, and believes its existing office space is sufficient for current operational needs[357](index=357&type=chunk) - The company pays the sponsor or its affiliates up to **$10,000** per month for office, utility, secretarial, and administrative support services[38](index=38&type=chunk) [Employees](index=22&type=section&id=Employees) The company has one executive, Adam Gishen, and other staff and consultants dedicated to the business combination, with no specific time commitment required from executives - The company currently has one executive, Adam Gishen, who, along with other potential executives, is not required to dedicate a specific amount of time but will dedicate necessary time based on the progress of the business combination[358](index=358&type=chunk) - The company has hired employees and consultants to assist in completing the initial business combination[358](index=358&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including business combination failure, lack of operating history, unrepresentative management performance, debt financing impacts, internal control deficiencies, and delisting risks - The proposed business combination with Complete Solaria may fail, leading the company to incur substantial costs and potentially struggle to find alternative financing, resulting in liquidation[215](index=215&type=chunk)[331](index=331&type=chunk)[359](index=359&type=chunk) - As a blank check company, the company lacks operating history and revenue, making it difficult for investors to assess its ability to achieve business objectives[199](index=199&type=chunk)[333](index=333&type=chunk)[361](index=361&type=chunk) - The company has material weaknesses in internal control related to complex financial instruments, accrued expenses and accounts payable, and foreign currency transactions, which may affect the accuracy and timeliness of financial reporting[222](index=222&type=chunk)[440](index=440&type=chunk)[471](index=471&type=chunk) - The company faces the risk of its securities being delisted from the NYSE, which could lead to reduced liquidity, limited market quotations, and stricter trading rules[205](index=205&type=chunk)[457](index=457&type=chunk)[477](index=477&type=chunk)[507](index=507&type=chunk) [Risks Associated with the Business Combination Agreement](index=23&type=section&id=Risks%20Associated%20with%20the%20Business%20Combination%20Agreement) Failure of the Complete Solaria business combination would incur significant costs, risk liquidation, and as a blank check company, its lack of operating history hinders investor evaluation - If the proposed business combination with Complete Solaria fails, the company will incur substantial costs and may struggle to find new target businesses or financing sources within the extended deadline, potentially leading to liquidation[215](index=215&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk) - As a blank check company, the company lacks operating history and revenue, making it impossible for investors to evaluate its ability to achieve business objectives[199](index=199&type=chunk)[333](index=333&type=chunk)[361](index=361&type=chunk) [Risks Associated with Our Business Strategy and Business Combination](index=23&type=section&id=Risks%20Associated%20with%20Our%20Business%20Strategy%20and%20Business%20Combination) Risks include unrepresentative management performance, pursuing outside expertise, inherent risks with early-stage targets, debt financing impacts, geopolitical events, lack of diversification, conflicts of interest, and internal control deficiencies - The management team's past performance does not guarantee future results, and investors should not rely on their historical experience[216](index=216&type=chunk)[334](index=334&type=chunk)[363](index=363&type=chunk) - The company may seek merger opportunities outside the management's areas of expertise, which could lead to inadequate risk assessment[335](index=335&type=chunk)[393](index=393&type=chunk) - Merging with early-stage, financially unstable, or companies lacking sales/profitability records may involve inherent risks, and due diligence time may be limited[338](index=338&type=chunk)[366](index=366&type=chunk)[367](index=367&type=chunk) - The company may complete a business combination by issuing notes or other debt securities, which could negatively impact its leverage and financial condition[200](index=200&type=chunk)[339](index=339&type=chunk)[368](index=368&type=chunk) - The COVID-19 pandemic, the Russia-Ukraine war, and other events may adversely affect the company's ability to identify and complete a business combination[217](index=217&type=chunk)[370](index=370&type=chunk)[399](index=399&type=chunk) - The company may only complete one business combination, leading to reliance on a single business, and a lack of diversification could negatively impact operations and profitability[282](index=282&type=chunk)[309](index=309&type=chunk)[372](index=372&type=chunk)[400](index=400&type=chunk)[402](index=402&type=chunk) - The company's reliance on its officers and directors, and their potential conflicts of interest, may adversely affect the company's operations and ability to complete a business combination[29](index=29&type=chunk)[375](index=375&type=chunk)[404](index=404&type=chunk)[405](index=405&type=chunk)[407](index=407&type=chunk) - The company has material weaknesses in internal control related to complex financial instruments, accrued expenses and accounts payable, and foreign currency transactions, which may affect the accuracy and timeliness of financial reporting[222](index=222&type=chunk)[440](index=440&type=chunk)[471](index=471&type=chunk)[501](index=501&type=chunk)[502](index=502&type=chunk) [Risks Associated with Our Securities and Redemption](index=45&type=section&id=Risks%20Associated%20with%20Our%20Securities%20and%20Redemption) Securities risks include NYSE delisting, sponsor control, low amendment thresholds, limited redemption rights, warrant issues, and reduced investor appeal due to disclosure exemptions as an emerging growth company - The company's securities may be delisted from the NYSE, leading to reduced liquidity, limited market quotations, and subjection to stricter trading rules[205](index=205&type=chunk)[457](index=457&type=chunk)[477](index=477&type=chunk)[507](index=507&type=chunk) - The sponsor owns approximately **20%** of the company's issued and outstanding ordinary shares, giving it substantial influence over actions requiring shareholder votes[479](index=479&type=chunk)[509](index=509&type=chunk) - The company's articles of association have a low amendment threshold, potentially making it easier to complete a business combination that shareholders do not support[33](index=33&type=chunk)[388](index=388&type=chunk)[416](index=416&type=chunk)[664](index=664&type=chunk) - Public shareholders may be unable to redeem their shares in certain circumstances, warrants may be redeemed at an unfavorable time or expire worthless, and their exercise may be subject to registration requirements[223](index=223&type=chunk)[246](index=246&type=chunk)[483](index=483&type=chunk)[487](index=487&type=chunk)[517](index=517&type=chunk)[552](index=552&type=chunk) - As an emerging growth company and smaller reporting company, the company's disclosure exemptions may reduce the attractiveness of its securities to investors and affect comparability with other companies[495](index=495&type=chunk)[496](index=496&type=chunk)[51](index=51&type=chunk)[555](index=555&type=chunk)[556](index=556&type=chunk) [Risks Associated with Conflicts of Interest](index=54&type=section&id=Risks%20Associated%20with%20Conflicts%20of%20Interest) Conflicts of interest may arise from officers' and directors' other obligations and non-full-time commitment, potentially incentivizing riskier business combinations due to sponsor investment loss - Company officers and directors may have fiduciary or contractual obligations to other entities, leading to conflicts of interest in the allocation of business combination opportunities[536](index=536&type=chunk)[554](index=554&type=chunk) - Officers and directors are not required to dedicate full-time to company affairs, which may affect the company's ability to complete a business combination[534](index=534&type=chunk)[563](index=563&type=chunk) - The sponsor, officers, and directors will lose their entire investment if the company fails to complete a business combination, which may incentivize them to recommend riskier or financially unstable business combinations[540](index=540&type=chunk)[541](index=541&type=chunk)[562](index=562&type=chunk)[570](index=570&type=chunk)[571](index=571&type=chunk) [Risks Associated with Tax Matters](index=56&type=section&id=Risks%20Associated%20with%20Tax%20Matters) Risks include PFIC classification for U.S. investors, potential tax burdens for shareholders/warrant holders from the business combination without cash distributions, and additional tax impacts from redomiciliation - The company may be classified as a "passive foreign investment company" (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors[543](index=543&type=chunk)[572](index=572&type=chunk) - The business combination may result in tax burdens for shareholders or warrant holders, and the company does not intend to make cash distributions to cover these taxes[58](index=58&type=chunk)[590](index=590&type=chunk) - The company may redomicile to another jurisdiction in connection with the business combination, which could result in additional tax implications[58](index=58&type=chunk)[545](index=545&type=chunk)[590](index=590&type=chunk) [Risks Associated with Acquiring and Operating a Business in Foreign Countries](index=58&type=section&id=Risks%20Associated%20with%20Acquiring%20and%20Operating%20a%20Business%20in%20Foreign%20Countries) Foreign acquisitions and operations entail risks from cross-border management, complex taxes, trade barriers, currency fluctuations, and local economic, political, and social conditions - Acquiring and operating a business in foreign countries will expose the company to additional risks, including difficulties in managing cross-border operations, complex corporate withholding taxes, tariffs and trade barriers, currency fluctuations and exchange controls[548](index=548&type=chunk)[549](index=549&type=chunk)[575](index=575&type=chunk)[593](index=593&type=chunk)[594](index=594&type=chunk) - The company's operations will be significantly affected by the economic, political, and social conditions and government policies in the countries where it operates[578](index=578&type=chunk)[596](index=596&type=chunk) [Other Risks](index=61&type=section&id=Other%20Risks) Other risks include exchange rate fluctuations, evolving legal and regulatory environments, and potential communication delays from mail forwarding services, impacting financial condition and operations - Exchange rate fluctuations and currency policies may undermine the target business's ability to succeed in international markets and affect the company's financial condition[580](index=580&type=chunk)[597](index=597&type=chunk) - The company is subject to constantly changing laws and regulations, which may increase compliance costs and management time[599](index=599&type=chunk)[600](index=600&type=chunk) - Mail forwarding services may delay or interrupt the company's ability to receive mail in a timely manner[583](index=583&type=chunk)[601](index=601&type=chunk) [Unresolved Staff Comments](index=61&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This report does not mention any unresolved staff comments - This report does not mention any unresolved staff comments[602](index=602&type=chunk) [Property](index=61&type=section&id=Item%202.%20Property) The company's administrative offices at 14 Wall Street, New York, are sufficient for current needs, with monthly payments of up to **$10,000** to the sponsor for services - The company currently maintains administrative offices at 14 Wall Street, 20th Floor, New York, and believes its existing office space is sufficient for current operational needs[603](index=603&type=chunk) - The company pays the sponsor up to **$10,000** per month for office, utility, and administrative support services[603](index=603&type=chunk) [Legal Proceedings](index=61&type=section&id=Item%203.%20Legal%20Proceedings) To management's knowledge, no material legal proceedings, arbitrations, or governmental actions are pending against the company or its management - To management's knowledge, there are currently no material lawsuits, arbitrations, or governmental proceedings against the company or its management team members[604](index=604&type=chunk) [Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable - Not applicable[605](index=605&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=63&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A ordinary shares, and warrants trade on the NYSE, with limited holders, no cash dividends paid, and IPO proceeds deposited in a trust account - The company's units, Class A ordinary shares, and warrants trade on the New York Stock Exchange, using the symbols "FACT.U", "FACT", and "FACT WS", respectively[228](index=228&type=chunk)[607](index=607&type=chunk) - As of April 3, 2023, the company had one unit holder, two Class A ordinary share holders, six Class B ordinary share holders, and two warrant holders[635](index=635&type=chunk) - The company has not paid any cash dividends and does not intend to do so before completing its initial business combination[585](index=585&type=chunk)[608](index=608&type=chunk) - The company has privately issued founder shares and private placement warrants, and the net proceeds from its initial public offering and private placement warrants have been deposited into a trust account[611](index=611&type=chunk)[612](index=612&type=chunk)[637](index=637&type=chunk)[639](index=639&type=chunk) [Market Information](index=63&type=section&id=Market%20Information) The company's units, Class A ordinary shares, and warrants commenced trading on the NYSE in February and April 2021, respectively - The company's units, Class A ordinary shares, and warrants began trading on the New York Stock Exchange on February 26, 2021, and April 19, 2021, respectively[228](index=228&type=chunk)[607](index=607&type=chunk) [Holders](index=63&type=section&id=Holders) As of April 3, 2023, the company had one unit holder, two Class A ordinary share holders, six Class B ordinary share holders, and two warrant holders - As of April 3, 2023, the company had one unit holder, two Class A ordinary share holders, six Class B ordinary share holders, and two warrant holders[635](index=635&type=chunk) [Dividends](index=63&type=section&id=Dividends) The company has not paid cash dividends and does not plan to before its initial business combination; future payments depend on income, earnings, capital, and financial condition - The company has not paid any cash dividends and does not intend to do so before completing its initial business combination[585](index=585&type=chunk)[608](index=608&type=chunk) - Future cash dividend payments will depend on the company's income, earnings, capital requirements, and financial condition[585](index=585&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=63&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) This section is not applicable - Not applicable[636](index=636&type=chunk) [Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings](index=63&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities;%20Use%20of%20Proceeds%20from%20Registered%20Offerings) The company privately issued founder shares and private placement warrants, depositing net IPO proceeds into a trust account for the business combination, with no significant changes in planned use - The company privately issued founder shares and private placement warrants[637](index=637&type=chunk)[611](index=611&type=chunk) - The net proceeds from the initial public offering and private placement warrants have been deposited into a trust account for the business combination[612](index=612&type=chunk)[643](index=643&type=chunk) - There have been no significant changes in the company's planned use of proceeds[640](index=640&type=chunk) [Unregistered Sales](index=63&type=section&id=Unregistered%20Sales) The sponsor purchased **8,625,000 founder shares** for **$25,000** and **6,266,667 private placement warrants** for **$9,400,000**, all as unregistered sales under Section 4(a)(2) - The sponsor purchased **8,625,000 founder shares** for **$25,000**, and transferred a portion of them to directors and advisors[637](index=637&type=chunk) - The company sold **6,266,667 private placement warrants** to the sponsor for **$9,400,000**[611](index=611&type=chunk) - The sales of these securities were conducted under the exemption provided by Section 4(a)(2) of the Securities Act of 1933[611](index=611&type=chunk)[652](index=652&type=chunk) [Use of Proceeds](index=64&type=section&id=Use%20of%20Proceeds) Approximately **$345 million** in net proceeds from the IPO and private placement warrants were deposited into a trust account for the business combination, with no significant changes in their planned use - The net proceeds of approximately **$345 million** from the initial public offering and private placement warrants, after deducting underwriting discounts and offering expenses, have been deposited into a trust account for the business combination[612](index=612&type=chunk)[643](index=643&type=chunk) - There have been no significant changes in the company's planned use of proceeds[640](index=640&type=chunk) [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=64&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) There were no purchases of equity securities by the issuer and affiliated purchasers - None[613](index=613&type=chunk) [Item 6. [Reserved]](index=64&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no content - This item is reserved and contains no content[641](index=641&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=65&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and operating results, focusing on its blank check nature, Complete Solaria merger updates, 2022/2021 results, non-operating income, liquidity challenges, and going concern doubts - The company is a blank check company, aiming to complete a business combination, and currently has no operating revenue[616](index=616&type=chunk)[623](index=623&type=chunk) - The company has signed a business combination agreement with Complete Solaria, Inc. and has received shareholder approval to extend the business combination deadline to September 2, 2023[619](index=619&type=chunk)[620](index=620&type=chunk)[645](index=645&type=chunk)[646](index=646&type=chunk) - The company faces liquidity challenges and has significant doubts about its ability to continue as a going concern[628](index=628&type=chunk)[679](index=679&type=chunk) 2022 and 2021 Operating Results Summary | Indicator | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Net Income | 5,982,340 | 5,128,650 | | Change in Fair Value of Warrant Liabilities (Unrealized Gain) | 5,509,917 | 9,381,750 | | Interest Income from Trust Account | 4,821,632 | 105,681 | | Operating Costs | 4,407,058 | 3,782,028 | | Foreign Currency Exchange Loss | 17,638 | 1,475 | | Change in Fair Value of Convertible Notes | (196,200) | — | | Reduction in IPO Transaction Costs | 271,687 | — | | Warrant Issuance Costs | — | 575,278 | [Overview](index=65&type=section&id=Overview) Freedom Acquisition I Corp., a Cayman Islands SPAC founded December 23, 2020, completed its IPO on March 2, 2021, raising **$345 million** and **$9.4 million** from warrants, with net proceeds in a trust account - The company is a Cayman Islands exempted company, established on December 23, 2020, for the purpose of effecting a business combination[616](index=616&type=chunk) - The company completed its initial public offering on March 2, 2021, issuing **34,500,000 units** for total proceeds of **$345 million**[642](index=642&type=chunk) - The company simultaneously privately sold **6,266,667 warrants** to the sponsor for total proceeds of approximately **$9.4 million**[617](index=617&type=chunk) - The net proceeds of approximately **$345 million** from the initial public offering and private placement have been deposited into a trust account[643](index=643&type=chunk) [Recent Developments](index=66&type=section&id=Recent%20Developments) The company extended its Complete Solaria merger deadline to September 2, 2023, leading to significant Class A share redemptions and a reduced trust account, and issued a **$2.1 million** promissory note to the sponsor - The company recently signed a second amendment to the business combination agreement with Complete Solaria, extending the final deadline for the business combination to September 2, 2023[619](index=619&type=chunk)[645](index=645&type=chunk)[805](index=805&type=chunk) - Shareholders approved extending the business combination deadline to September 2, 2023, but **23,256,504 Class A ordinary shares** were redeemed at **$10.21 per share**, reducing the trust account balance[620](index=620&type=chunk)[646](index=646&type=chunk)[121](index=121&type=chunk) - The company issued an interest-free promissory note of up to **$2.1 million** to the sponsor for general working capital, of which **$1.6 million** was immediately drawn[622](index=622&type=chunk)[648](index=648&type=chunk)[858](index=858&type=chunk) [Results of Operations and Known Trends or Future Events](index=67&type=section&id=Results%20of%20Operations%20and%20Known%20Trends%20or%20Future%20Events) With no operating revenue since inception, the company's non-operating income from trust account interest and warrant liability fair value changes resulted in **$5,982,340** net income in 2022 and **$5,128,650** in 2021 - The company has had no operating revenue since its inception, with its primary activities being organizational efforts, preparation for the initial public offering, and identifying target companies[623](index=623&type=chunk) - The company generates non-operating income from interest earned on its trust account and changes in the fair value of warrant liabilities[623](index=623&type=chunk)[650](index=650&type=chunk) 2022 and 2021 Net Income and Key Components | Indicator | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Net Income | 5,982,340 | 5,128,650 | | Change in Fair Value of Warrant Liabilities (Unrealized Gain) | 5,509,917 | 9,381,750 | | Interest Income from Trust Account | 4,821,632 | 105,681 | | Operating Costs | 4,407,058 | 3,782,028 | | Foreign Currency Exchange Loss | 17,638 | 1,475 | | Change in Fair Value of Convertible Notes | (196,200) | — | | Reduction in IPO Transaction Costs | 271,687 | — | | Warrant Issuance Costs | — | 575,278 | [Liquidity and Capital Resources](index=67&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2022, the company had **$72,923** cash outside the trust and **$349,927,313** within, issued **$1,225,000** in convertible notes, but faces liquidity challenges, going concern doubts, and owes **$3,018,750** in deferred underwriting fees Liquidity Position (as of December 31, 2022) | Indicator | Amount (USD) | | :--- | :--- | | Cash Outside Trust Account | 72,923 | | Marketable Securities in Trust Account | 349,927,313 | | Working Capital Deficit | 5,493,215 | | Total Convertible Promissory Notes Drawn | 1,225,000 | - The company faces liquidity challenges and has significant doubts about its ability to continue as a going concern, potentially requiring additional financing[628](index=628&type=chunk)[679](index=679&type=chunk) - The company has issued multiple interest-free convertible promissory notes totaling **$1,225,000** for working capital[625](index=625&type=chunk)[652](index=652&type=chunk) - The company also owes **$3,018,750** in deferred underwriting fees to the underwriters[680](index=680&type=chunk) [Contractual Obligations](index=69&type=section&id=Contractual%20Obligations) The company has no long-term debt or leases, but owes **$3,018,750** in deferred underwriting fees after a **$9,056,250** waiver from the original **$12,075,000** - The company has no long-term debt, capital leases, operating leases, or long-term liabilities[654](index=654&type=chunk) - The company is obligated to pay deferred underwriting fees to the underwriters, originally **$12,075,000**, but **$9,056,250** has been waived, leaving **$3,018,750** payable[680](index=680&type=chunk) [Critical Accounting Policies](index=70&type=section&id=Critical%20Accounting%20Policies) Key accounting policies involve fair value measurement of financial instruments, classifying redeemable Class A ordinary shares as temporary equity, and accounting for derivative warrant liabilities - The company measures warrant liabilities at fair value according to ASC 480 and ASC 815-15, and re-evaluates them at the end of each reporting period[632](index=632&type=chunk)[656](index=656&type=chunk)[683](index=683&type=chunk) - Redeemable Class A ordinary shares are classified as temporary equity and presented at redemption value[631](index=631&type=chunk)[682](index=682&type=chunk) - Diluted net income per share is the same as basic net income per share because the exercise of warrants is contingent and the conditions have not yet been met[633](index=633&type=chunk)[657](index=657&type=chunk) [Recent Accounting Pronouncements](index=70&type=section&id=Recent%20Accounting%20Pronouncements) The company adopted ASU 2020-06 on January 1, 2022, simplifying financial instrument accounting with no material impact, and expects no significant impact from other recent pronouncements - The company adopted ASU 2020-06 on January 1, 2022, which simplifies the accounting for certain financial instruments, but it did not have a material impact on the company's financial position, results of operations, or cash flows[658](index=658&type=chunk)[110](index=110&type=chunk) - Management believes that any recently issued but not yet effective accounting pronouncements, if adopted currently, would not have a material impact on the company's consolidated financial statements[685](index=685&type=chunk)[110](index=110&type=chunk) [Off-Balance Sheet Arrangements](index=72&type=section&id=Off-Balance%20Sheet%20Arrangements) The company had no off-balance sheet arrangements as of December 31, 2022, and 2021 - As of December 31, 2022, and 2021, the company had no off-balance sheet arrangements[686](index=686&type=chunk) [JOBS Act](index=72&type=section&id=JOBS%20Act) As an "emerging growth company," the company utilizes JOBS Act reporting exemptions, including Sarbanes-Oxley Section 404 auditor attestation and reduced executive compensation disclosures - As an "emerging growth company," the company can utilize certain reporting exemptions provided by the JOBS Act[7](index=7&type=chunk)[687](index=687&type=chunk) - Exemptions include not being required to comply with the auditor internal control attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced executive compensation disclosure obligations[687](index=687&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=72&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable - Not applicable[660](index=660&type=chunk) [Financial Statements and Supplementary Data](index=72&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's financial statements and supplementary data are included in this report - This report includes the company's financial statements and supplementary data[688](index=688&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=72&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure - None[2](index=2&type=chunk) [Controls and Procedures](index=72&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of December 31, 2022, due to material weaknesses in internal control over complex financial instruments, accrued expenses, and foreign currency transactions - As of December 31, 2022, the company's CEO and CFO concluded that disclosure controls and procedures were ineffective[4](index=4&type=chunk) - The company has material weaknesses in internal control related to complex financial instruments, accrued expenses and accounts payable, and foreign currency transactions[5](index=5&type=chunk)[174](index=174&type=chunk) - Management is actively taking steps to remediate these deficiencies, including strengthening the evaluation of accounting standards and implementing systems[176](index=176&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=73&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of December 31, 2022, the CEO and CFO concluded that disclosure controls and procedures, designed for timely information reporting, were ineffective - As of December 31, 2022, the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were ineffective[4](index=4&type=chunk) - Disclosure controls and procedures are designed to ensure that information required for reports filed under the Exchange Act is recorded, processed, summarized, and reported in a timely manner[173](index=173&type=chunk) [Management's Report on Internal Controls Over Financial Reporting](index=73&type=section&id=Management's%20Report%20on%20Internal%20Controls%20Over%20Financial%20Reporting) Management, responsible for internal control over financial reporting, failed to maintain effectiveness as of December 31, 2022, due to material weaknesses in complex financial instruments and accrued expenses - Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting[5](index=5&type=chunk)[175](index=175&type=chunk) - However, as of December 31, 2022, the company failed to maintain effective internal control over financial reporting due to material weaknesses in complex financial instruments, accrued expenses and accounts payable, and foreign currency transactions[5](index=5&type=chunk)[174](index=174&type=chunk) [Changes in Internal Control over Financial Reporting](index=73&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes occurred in the company's internal control over financial reporting during the fourth fiscal quarter of 2022, other than those described - Except as described in this report, there were no material changes in the company's internal control over financial reporting during the fourth fiscal quarter of 2022[177](index=177&type=chunk) [Other Information](index=73&type=section&id=Item%209B.%20Other%20Information.) This section contains no other information - None[179](index=179&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=73&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) There is no disclosure regarding foreign jurisdictions that prevent inspections - None[181](index=181&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=75&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's board, executive officers, governance structure, independent committees, code of conduct, and policies on conflicts of interest, liability, and indemnification - The company's board of directors consists of five members, divided into three classes, with each director serving a three-year term[28](index=28&type=chunk) - The board has an audit committee, compensation committee, and nominating and corporate governance committee, all composed of independent directors[140](index=140&type=chunk) - The company has adopted a code of business conduct and ethics, which is available on the SEC website and the company's website[23](index=23&type=chunk)[734](index=734&type=chunk) - Officers and directors may have conflicts of interest, and the company's articles of association stipulate limitations on liability and indemnification policies[51](index=51&type=chunk)[55](index=55&type=chunk)[27](index=27&type=chunk)[356](index=356&type=chunk)[555](index=555&type=chunk)[676](index=676&type=chunk)[738](index=738&type=chunk) [Directors and Executive Officers](index=75&type=section&id=Directors%20and%20Executive%20Officers) The company's board and executive officers, including Tidjane Thiam and Adam Gishen, bring extensive experience in financial services, investment, and corporate governance Directors and Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Tidjane Thiam | 60 | Executive Chairman | | Adam Gishen | 48 | Chief Executive Officer and Board Observer | | Nell Cady-Kruse | 61 | Director | | Noreen Doyle | 73 | Director | | William Janetschek | 61 | Director | | Edward Zeng | 60 | Director | - Tidjane Thiam has over 30 years of experience in financial services, having served as CEO of Credit Suisse Group and Prudential plc[167](index=167&type=chunk) - Adam Gishen has over 20 years of experience in financial services, having served as Global Head of Investor Relations, Corporate Communications, and Marketing Brand at Credit Suisse Group[168](index=168&type=chunk) - Nell Cady-Kruse, Noreen Doyle, William Janetschek, and Edward Zeng all possess extensive experience in finance, investment, and corporate governance[14](index=14&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[169](index=169&type=chunk) [Number and Terms of Office of Officers and Directors](index=77&type=section&id=Number%20and%20Terms%20of%20Office%20of%20Officers%20and%20Directors) The five-member board is divided into three classes with three-year terms; only Class B ordinary share holders can appoint or remove directors, and officers serve at the board's discretion - The company's board of directors consists of five members, divided into three classes, with each director serving a three-year term[28](index=28&type=chunk) - Only holders of Class B ordinary shares have the right to appoint or remove directors before or at the initial business combination[171](index=171&type=chunk) - Officers are appointed by the board of directors, and their terms are determined by the board[171](index=171&type=chunk) [Director Independence](index=77&type=section&id=Director%20Independence) NYSE rules require a majority of independent directors within one year of the IPO, and the board has identified Nell Cady-Kruse, Noreen Doyle, and William Janetschek as independent - According to New York Stock Exchange rules, a majority of the company's board of directors must be independent within one year of the initial public offering[172](index=172&type=chunk) - The company's board of directors has determined Nell Cady-Kruse, Noreen Doyle, and William Janetschek to be independent directors[172](index=172&type=chunk) [Committees of the Board of Directors](index=78&type=section&id=Committees%20of%20the%20Board%20of%20Directors) The board has independent audit, compensation, and nominating/corporate governance committees, each with charters defining their oversight responsibilities for financial statements, compliance, and executive compensation - The company's board of directors has an audit committee, a compensation committee, and a nominating and corporate governance committee, all composed of independent directors[140](index=140&type=chunk) - The audit committee is responsible for overseeing financial statements, compliance, and the qualifications and independence of the independent auditor[143](index=143&type=chunk) - The compensation committee is responsible for reviewing and approving the CEO's compensation and making recommendations for other executive officers' compensation[21](index=21&type=chunk)[46](index=46&type=chunk) - The nominating and corporate governance committee is responsible for developing and recommending corporate governance guidelines, and identifying, screening, and reviewing director candidates[22](index=22&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[674](index=674&type=chunk)[733](index=733&type=chunk) [Compensation Committee Interlocks and Insider Participation](index=80&type=section&id=Compensation%20Committee%20Interlocks%20and%20Insider%20Participation) No company executive currently serves or has served on the compensation committee of any entity where an executive of that entity served on the company's board - No company executive currently serves or has served in the past year on the compensation committee of any entity where an executive of that entity served on the company's board of directors[704](index=704&type=chunk) [Code of Business Conduct and Ethics](index=80&type=section&id=Code%20of%20Business%20Conduct%20and%20Ethics) The company adopted a code of business conduct and ethics for directors, officers, and employees, available on SEC and company websites, with amendments/waivers disclosed online - The company has adopted a code of business conduct and ethics applicable to its directors, officers, and employees[23](index=23&type=chunk)[734](index=734&type=chunk) - The code is available on the SEC website and the company's website, and any amendments or waivers to the code will be disclosed on the company's website[23](index=23&type=chunk) [Section 16(a) Beneficial Ownership Reporting Compliance](index=80&type=section&id=Section%2016(a)%20Beneficial%20Ownership%20Reporting%20Compliance) Under Exchange Act Section 16(a), officers, directors, and 10% beneficial owners must file ownership reports, and the company believes there were no late filers for 2022 - Under Section 16(a) of the Exchange Act, company officers, directors, and beneficial owners of more than 10% of the company's equity securities are required to file ownership reports with the SEC[50](index=50&type=chunk)[675](index=675&type=chunk) - The company believes there were no late filers for the year ended December 31, 2022[675](index=675&type=chunk) [Conflicts of Interest](index=81&type=section&id=Conflicts%20of%20Interest) Directors and officers have fiduciary duties under Cayman Islands law, but may have conflicts of interest in allocating business opportunities due to other obligations, and are not required to avoid similar activities - Under Cayman Islands law, directors and officers have fiduciary duties, including acting in good faith, serving the company's best interests, and avoiding conflicts of interest[24](index=24&type=chunk)[52](index=52&type=chunk)[676](index=676&type=chunk)[706](index=706&type=chunk)[735](index=735&type=chunk) - Company officers and directors may have fiduciary or contractual obligations to other entities, which could lead to conflicts of interest in the allocation of business combination opportunities[676](index=676&type=chunk)[677](index=677&type=chunk) - The company's articles of association stipulate that directors and officers are not obligated to avoid engaging in business activities similar to or the same as the company's[676](index=676&type=chunk) [Limitation on Liability and Indemnification of Officers and Directors](index=82&type=section&id=Limitation%20on%20Liability%20and%20Indemnification%20of%20Officers%20and%20Directors) Cayman Islands law permits maximum indemnification for officers and directors, with D&O insurance and agreements in place, but indemnification is contingent on funds outside the trust account or business combination completion - Cayman Islands law allows the company's articles of association to provide for maximum indemnification of officers and directors, except in cases of actual fraud, willful default, or willful neglect[738](index=738&type=chunk) - The company has purchased directors and officers liability insurance and entered into indemnification agreements with them[738](index=738&type=chunk) - Officers and directors have agreed to waive their rights to any funds in the trust account, and indemnification is only possible if the company has funds outside the trust account or completes an initial business combination[56](index=56&type=chunk) [Executive Compensation](index=83&type=section&id=Item%2011.%20Executive%20Compensation.) Executives and directors receive no cash compensation; the company pays the sponsor up to **$10,000** monthly for services and reimburses expenses, with potential consulting fees for retained management post-business combination - Company officers and directors have not received any cash compensation[740](index=740&type=chunk) - The company pays the sponsor or its affiliates up to **$10,000** per month for office, utility, secretarial, and administrative support services, and reimburses their out-of-pocket expenses incurred in identifying target businesses and conducting due diligence[38](index=38&type=chunk)[740](index=740&type=chunk) - Upon completion of the initial business combination, retained management team members may receive consulting or management fees, but the specific amounts may be unknown at the time of the merger[30](index=30&type=chunk)[712](index=712&type=chunk)[723](index=723&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=84&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section discloses beneficial ownership, with the sponsor and directors collectively owning approximately **20%** of common stock, influencing votes, and founder shares/private placement warrants subject to transfer restrictions but with registration rights - The sponsor and directors collectively own approximately **20%** of the issued and outstanding ordinary shares, giving them substantial influence over matters requiring shareholder votes[37](index=37&type=chunk)[479](index=479&type=chunk)[716](index=716&type=chunk) - Founder shares and private placement warrants are subject to transfer restrictions, but holders have registration rights[36](index=36&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk)[638](index=638&type=chunk)[718](index=718&type=chunk) Beneficial Ownership of Common Stock as of April 3, 2023 | Holder | Class A Ordinary Shares | Class B Ordinary Shares | Percentage of Total Common Stock | | :--- | :--- | :--- | :--- | | Freedom Acquisition I LLC | — | 8,502,500 | 42.8% | | Glazer Capital, LLC Affiliates | 1,244,800 | — | 6.3% | | Polar Asset Management Partners Inc. Affiliates | 1,961,121 | — | 9.9% | | Nell Cady-Kruse | — | 25,000 | * | | Noreen Doyle | — | 25,000 | * | | William Janetschek | — | 25,000 | * | | Edward Zeng | — | — | — | | All Directors and Executive Officers (Combined) | — | 75,000 | * | [Beneficial Ownership Table](index=84&type=section&id=Beneficial%20Ownership%20Table) As of April 3, 2023, the beneficial ownership table shows Freedom Acquisition I LLC holding **8,502,500 Class B ordinary shares**, representing **42.8%** of total common stock - Sponsor Freedom Acquisition I LLC holds **8,502,500 Class B ordinary shares**, representing **42.8%** of the total ordinary shares[742](index=742&type=chunk) [Transfers of Founder Shares and Private Placement Warrants](index=86&type=section&id=Transfers%20of%20Founder%20Shares%20and%20Private%20Placement%20Warrants) Founder shares and private placement warrants are subject to transfer restrictions, typically lifting one year post-business combination or under specific stock price conditions, with limited permitted transfers - Founder shares and private placement warrants are subject to transfer restrictions, typically lifting one year after the completion of the initial business combination or under specific stock price conditions[36](index=36&type=chunk)[62](index=62&type=chunk)[638](index=638&type=chunk) - Certain specific transfers (such as gifts to affiliates or family members) are permitted, provided the transferee agrees to abide by the same transfer restrictions[36](index=36&type=chunk) [Equity Compensation Plans](index=86&type=section&id=Equity%20Compensation%20Plans) As of De

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40117 FREEDOM ACQUISITION I CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or Other Jurisdiction of Incorpo ...

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40117 FREEDOM ACQUISITION I CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporatio ...

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Class A ordinary shares, par value $0.0001 per share FACT The New York Stock Exchange Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 FACT WS The New York Stock Exchange Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant FACT.U The New York Stock Exchange FORM 10-Q ...

[Part I](index=8&type=section&id=Part%20I) [Business](index=8&type=section&id=Item%201.%20Business) The company is a blank check company (SPAC) seeking a business combination with a technology-enabled firm in the Financial Services sector - The company is a blank check company formed to effect a merger, share exchange, asset acquisition, or similar business combination[38](index=38&type=chunk) - The primary focus for an initial business combination is within the **Financial Services sector**, targeting technology-enabled companies with growth potential[39](index=39&type=chunk) - The company must complete its initial business combination within **24 months** of its IPO closing, otherwise it will cease operations and liquidate[96](index=96&type=chunk) - Public shareholders are provided with the opportunity to redeem their Class A ordinary shares for a pro-rata portion of the trust account[73](index=73&type=chunk) Initial Public Offering (IPO) and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | March 2, 2021 | | Units Offered | 34,500,000 | | Price per Unit | $10.00 | | Gross Proceeds | $345,000,000 | | Amount Placed in Trust Account | $345,000,000 | [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to its status as a SPAC, a material weakness in internal controls, and potential conflicts of interest - The company is a blank check company with **no operating history**, providing no basis for investors to evaluate its ability to achieve its business objectives[115](index=115&type=chunk)[116](index=116&type=chunk) - A **material weakness in internal control** over financial reporting has been identified, which could adversely affect the company's ability to report financial results accurately[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) - The company's warrants are accounted for as liabilities, and changes in their fair value could **materially affect financial results**[238](index=238&type=chunk)[240](index=240&type=chunk) - The sponsor and management have a **conflict of interest** as they will lose their entire investment if a business combination is not completed[333](index=333&type=chunk)[335](index=335&type=chunk) - There is a risk the company may be classified as a **Passive Foreign Investment Company (PFIC)**, which could result in adverse U.S. federal income tax consequences[338](index=338&type=chunk)[339](index=339&type=chunk) - The independent auditor's report expresses **substantial doubt about the company's ability to continue as a "going concern"** due to the mandatory liquidation deadline[248](index=248&type=chunk) [Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[363](index=363&type=chunk) [Property](index=62&type=section&id=Item%202.%20Property) The company utilizes office space provided by its sponsor for a monthly fee - The company pays its sponsor up to **$10,000 per month** for office space and administrative support services[364](index=364&type=chunk) [Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - There is no material litigation currently pending against the company or its management[365](index=365&type=chunk) [Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[366](index=366&type=chunk) [Part II](index=63&type=section&id=Part%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=63&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on the NYSE, and this section details unregistered sales of founder shares and private placement warrants - The company's securities trade on the New York Stock Exchange (NYSE) under the symbols **FACT.U, FACT, and FACT WS**[369](index=369&type=chunk) - Net proceeds of **$345.0 million** from the IPO and private placement warrant sale were placed in the trust account[381](index=381&type=chunk) Unregistered Securities Sales | Security | Quantity | Purchaser | Total Price | | :--- | :--- | :--- | :--- | | Founder Shares (Class B) | 8,625,000 | Sponsor | $25,000 | | Private Placement Warrants | 6,266,667 | Sponsor | $9,400,000 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=65&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a net income of $5.1 million for FY2021, driven by a non-cash gain on warrant liabilities, but faces going concern risks - As of December 31, 2021, the company had **$277,583 in cash** available for working capital needs, outside of the $345.1 million held in the Trust Account[398](index=398&type=chunk) - The company secured an unsecured promissory note of up to **$500,000** from its sponsor for general working capital purposes[392](index=392&type=chunk) - Management has determined that there is **substantial doubt about the company's ability to continue as a going concern** due to the March 2, 2023 deadline[402](index=402&type=chunk)[403](index=403&type=chunk) - Critical accounting policies include classifying redeemable Class A shares as **temporary equity** and warrants as **derivative liabilities**[409](index=409&type=chunk)[410](index=410&type=chunk)[412](index=412&type=chunk) Results of Operations (Year Ended Dec 31, 2021) | Metric | Value ($) | | :--- | :--- | | Net Income | 5,128,650 | | Change in fair value of warrant liabilities (Gain) | 9,381,750 | | Operating Costs | (3,782,028) | | Investment income on Trust Account | 105,681 | [Quantitative and Qualitative Disclosures about Market Risk](index=70&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, this disclosure is not required - The company is not required to provide this information as it qualifies as a smaller reporting company[417](index=417&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the full financial statements included at the end of the report - The company's financial statements and supplementary data are included by reference and appear after Item 15 of the report[418](index=418&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=70&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None reported[419](index=419&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were not effective due to a material weakness in accounting for complex financial instruments - A **material weakness** was identified in internal control over financial reporting related to the accounting for complex financial instruments[425](index=425&type=chunk)[429](index=429&type=chunk) - The weakness stemmed from the initial **misclassification of warrants and redeemable Class A shares**[422](index=422&type=chunk)[424](index=424&type=chunk) - As a result of the material weakness, management concluded that disclosure controls and procedures were **not effective** as of December 31, 2021[426](index=426&type=chunk) [Other Information](index=72&type=section&id=Item%209B.%20Other%20Information.) A director resigned from the board in April 2022 without any reported disagreement - Director David Poritz resigned on April 8, 2022, with **no reported disputes or disagreements**[430](index=430&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=72&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This section is not applicable to the company - None[432](index=432&type=chunk) [Part III](index=73&type=section&id=Part%20III) [Directors, Executive Officers and Corporate Governance](index=73&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's leadership team, board structure, and governance policies - The board of directors has three standing committees: **audit, compensation, and nominating and corporate governance**[454](index=454&type=chunk) - The company has adopted a **Code of Business Conduct and Ethics** applicable to all directors, officers, and employees[473](index=473&type=chunk) - Potential **conflicts of interest** are disclosed, noting that officers and directors have fiduciary obligations to other entities[479](index=479&type=chunk) Key Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Tidjane Thiam | 59 | Executive Chairman | | Adam Gishen | 47 | Chief Executive Officer | [Executive Compensation](index=83&type=section&id=Item%2011.%20Executive%20Compensation.) Officers and directors receive no cash compensation, but the sponsor is reimbursed for administrative support - **No cash compensation** has been paid to any officers or directors for services rendered[494](index=494&type=chunk) - The sponsor is paid up to **$10,000 per month** for office space, utilities, and administrative support services[494](index=494&type=chunk) - Officers and directors are reimbursed for out-of-pocket expenses incurred on behalf of the company[494](index=494&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=83&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The sponsor holds 19.8% of total ordinary shares, with other significant ownership by Glazer Capital and PIMCO affiliates - The holders of founder shares and private placement warrants are entitled to **registration rights** for the resale of their securities[508](index=508&type=chunk) Beneficial Ownership of Ordinary Shares (as of April 8, 2022) | Holder | Class A Shares (%) | Class B Shares (%) | Total Ordinary Shares (%) | | :--- | :--- | :--- | :--- | | Freedom Acquisition I LLC (Sponsor) | — | 98.9% | 19.8% | | Entities affiliated with Glazer Capital, LLC | 7.5% | — | 6.0% | | Entities affiliated with PIMCO | 7.2% | — | 5.7% | [Certain Relationships and Related Transactions, and Director Independence](index=87&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) This section outlines transactions with the sponsor, including the purchase of founder shares, warrants, and a working capital loan - The sponsor purchased **8,625,000 founder shares for $25,000** and **6,266,667 private placement warrants for $9.4 million**[512](index=512&type=chunk)[513](index=513&type=chunk) - The PIMCO private fund, an affiliate of a sponsor member, purchased **2,475,000 units** in the IPO[514](index=514&type=chunk) - The company issued an unsecured promissory note for up to **$500,000** to the sponsor for working capital purposes[518](index=518&type=chunk) - The board of directors has determined that two directors are **"independent directors"** under NYSE and SEC rules[526](index=526&type=chunk) [Principal Accountant Fees and Services](index=90&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) Audit fees paid to Marcum LLP for the period through December 31, 2021 were approximately $125,918 Accountant Fees (Inception to Dec 31, 2021) | Fee Type | Amount | | :--- | :--- | | Audit Fees | ~$125,918 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | [Part IV](index=91&type=section&id=Part%20IV) [Exhibits, Financial Statement Schedules](index=91&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K, including financial statements and material contracts - Lists all financial statements, schedules, and exhibits filed with the report, including key corporate governance and financing agreements[536](index=536&type=chunk)[538](index=538&type=chunk) [Form 10-K Summary](index=92&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable - Not applicable[541](index=541&type=chunk) [Financial Statements](index=94&type=section&id=Financial%20Statements) [Report of Independent Registered Public Accounting Firm](index=95&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report expresses substantial doubt about the company's ability to continue as a going concern - The auditor's report contains a **"Going Concern" paragraph**, raising substantial doubt about the company's ability to continue operations if a business combination is not completed[552](index=552&type=chunk) [Balance Sheets](index=96&type=section&id=Balance%20Sheets) As of year-end 2021, total assets were $346.2 million, primarily cash held in the Trust Account, with liabilities of $23.1 million Key Balance Sheet Items (as of Dec 31, 2021) | Account | Value ($) | | :--- | :--- | | **Assets** | | | Cash | 277,583 | | Marketable securities held in Trust Account | 345,105,681 | | **Total Assets** | **346,220,403** | | **Liabilities & Equity** | | | Warrant Liabilities | 8,488,250 | | Deferred underwriters' discount payable | 12,075,000 | | **Total Liabilities** | **23,142,891** | | Class A Ordinary shares subject to possible redemption | 345,000,000 | [Statements of Operations](index=97&type=section&id=Statements%20of%20Operations) The company reported a net income of $5.1 million for FY2021, driven by a non-cash gain on the fair value of warrant liabilities Key Operational Results (Year Ended Dec 31, 2021) | Metric | Value ($) | | :--- | :--- | | Operating costs | (3,782,028) | | Change in fair value of warrant liabilities | 9,381,750 | | Interest income on marketable securities | 105,681 | | **Net income** | **5,128,650** | | **Basic and diluted net income per share (Class A & B)** | **0.14** | [Statements of Cash Flows](index=99&type=section&id=Statements%20of%20Cash%20Flows) Financing activities provided $347.3 million in cash, offset by funds placed in trust and operating cash use, ending the year with $277,583 Cash Flow Summary (Year Ended Dec 31, 2021) | Cash Flow Category | Value ($) | | :--- | :--- | | Net cash used in operating activities | (2,041,001) | | Net cash used in investing activities | (345,000,000) | | Net cash provided by financing activities | 347,318,584 | | **Net Change in Cash** | **277,583** |