PART I Business Overview 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 revenue9091226 - The company has signed a business combination agreement with Complete Solaria, Inc. and plans to rename itself "Complete Solaria, Inc." after the transaction231232255 - 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 balance252620121 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 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 combinations226 Company History 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 services90208 - 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 $9,400,000209250 Amendment to Amended and Restated Memorandum and Articles of Association 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, 2023252620121 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 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."231232255 - 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 opinion234257 The Mergers 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 Sub232801 - Upon completion of the transaction, the company will be renamed "Complete Solaria, Inc."232801 The Domestication 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 closing256 - Class A and Class B ordinary shares will automatically convert into Freedom common stock, with each share having one vote233 Conditions to the Closing 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 opinion234257 - 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 investments804114 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 transactions260 - Complete Solaria must provide audited financial statements, and Freedom must prepare and file an S-4 registration statement and obtain shareholder approval260 - If the business combination is likely to close after March 1, 2023, Freedom must seek shareholder approval to extend the merger deadline260 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 Gishen261 - Complete Solaria has agreed to nominate Mr. Thiam for re-election as a director at the first three annual shareholder meetings following the merger261 Representations and Warranties 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 closing262 Termination Rights 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 deadline237263264 - Complete Solaria also has the right to terminate the agreement if Freedom's board or a special committee changes its recommendation for the business combination292 The Required Transaction 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, 2022293 Certain Related Agreements and Transactions 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 affiliates239240241242265266267268269 Complete Solaria Convertible Note Financing 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 Gishen239 - Complete Solaria also signed subscription agreements with additional investors to purchase up to $23 million in convertible notes, of which $16 million has been completed294 Sponsor Support Agreement 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 shares240 - 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 restrictions240 Complete Solaria Stockholder Support Agreement 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 merger241 Amended and Restated Registration Rights Agreement 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 closing268 Lock-Up Agreement 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 holders269 - 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 Initial Business Combination 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 methods305 - The company has signed a proposed business combination agreement with Complete Solaria, Inc. and will seek alternative targets if it is not completed304 Corporate Information 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 exemption272 - The company is an "emerging growth company" and "smaller reporting company," able to utilize certain disclosure exemptions, including delayed adoption of new accounting standards273301303 Effecting Our Initial Business Combination 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 combination305 - The company will seek target businesses through investment banks, private investment funds, and the business contacts of its officers and directors278306 - The company does not prohibit business combinations with affiliated parties, but such transactions require review by an independent board committee and a fairness opinion279 - After completing a business combination, the company may face risks from a lack of diversification due to reliance on a single business282309 Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination 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 account310 - Redemption can occur through shareholder approval or a tender offer342 - The company's articles of association stipulate that the redemption amount must not cause the company's net tangible assets to fall below $5,000,001288311 Redemption of Public Shares and Liquidation if No Initial Business Combination 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 shares321349 - 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)321351 - Warrants will become worthless, and the sponsor, officers, and directors have agreed to waive their rights to liquidation distributions for their founder shares321350 Conflicts of Interest 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 opportunities356 - 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's356 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 needs357 - The company pays the sponsor or its affiliates up to $10,000 per month for office, utility, secretarial, and administrative support services38 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 combination358 - The company has hired employees and consultants to assist in completing the initial business combination358 Risk Factors 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 liquidation215331359 - As a blank check company, the company lacks operating history and revenue, making it difficult for investors to assess its ability to achieve business objectives199333361 - 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 reporting222440471 - 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 rules205457477507 Risks Associated with the Business Combination Agreement 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 liquidation215331332359360 - As a blank check company, the company lacks operating history and revenue, making it impossible for investors to evaluate its ability to achieve business objectives199333361 Risks Associated with Our Business Strategy and Business Combination 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 experience216334363 - The company may seek merger opportunities outside the management's areas of expertise, which could lead to inadequate risk assessment335393 - Merging with early-stage, financially unstable, or companies lacking sales/profitability records may involve inherent risks, and due diligence time may be limited338366367 - The company may complete a business combination by issuing notes or other debt securities, which could negatively impact its leverage and financial condition200339368 - The COVID-19 pandemic, the Russia-Ukraine war, and other events may adversely affect the company's ability to identify and complete a business combination217370399 - 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 profitability282309372400402 - 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 combination29375404405407 - 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 reporting222440471501502 Risks Associated with Our Securities and Redemption 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 rules205457477507 - The sponsor owns approximately 20% of the company's issued and outstanding ordinary shares, giving it substantial influence over actions requiring shareholder votes479509 - The company's articles of association have a low amendment threshold, potentially making it easier to complete a business combination that shareholders do not support33388416664 - 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 requirements223246483487517552 - 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 companies49549651555556 Risks Associated with Conflicts of Interest 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 opportunities536554 - Officers and directors are not required to dedicate full-time to company affairs, which may affect the company's ability to complete a business combination534563 - 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 combinations540541562570571 Risks Associated with Tax Matters 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. investors543572 - 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 taxes58590 - The company may redomicile to another jurisdiction in connection with the business combination, which could result in additional tax implications58545590 Risks Associated with Acquiring and Operating a Business in Foreign Countries 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 controls548549575593594 - The company's operations will be significantly affected by the economic, political, and social conditions and government policies in the countries where it operates578596 Other Risks 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 condition580597 - The company is subject to constantly changing laws and regulations, which may increase compliance costs and management time599600 - Mail forwarding services may delay or interrupt the company's ability to receive mail in a timely manner583601 Unresolved Staff Comments This report does not mention any unresolved staff comments - This report does not mention any unresolved staff comments602 Property 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 needs603 - The company pays the sponsor up to $10,000 per month for office, utility, and administrative support services603 Legal Proceedings 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 members604 Mine Safety Disclosures This section is not applicable - Not applicable605 PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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", respectively228607 - 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 holders635 - The company has not paid any cash dividends and does not intend to do so before completing its initial business combination585608 - 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 account611612637639 Market Information 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, respectively228607 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 holders635 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 combination585608 - Future cash dividend payments will depend on the company's income, earnings, capital requirements, and financial condition585 Securities Authorized for Issuance Under Equity Compensation Plans This section is not applicable - Not applicable636 Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings 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 warrants637611 - The net proceeds from the initial public offering and private placement warrants have been deposited into a trust account for the business combination612643 - There have been no significant changes in the company's planned use of proceeds640 Unregistered Sales 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 advisors637 - The company sold 6,266,667 private placement warrants to the sponsor for $9,400,000611 - The sales of these securities were conducted under the exemption provided by Section 4(a)(2) of the Securities Act of 1933611652 Use of Proceeds 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 combination612643 - There have been no significant changes in the company's planned use of proceeds640 Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no purchases of equity securities by the issuer and affiliated purchasers - None613 Item 6. [Reserved] This item is reserved and contains no content - This item is reserved and contains no content641 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 revenue616623 - 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, 2023619620645646 - The company faces liquidity challenges and has significant doubts about its ability to continue as a going concern628679 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 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 combination616 - The company completed its initial public offering on March 2, 2021, issuing 34,500,000 units for total proceeds of $345 million642 - The company simultaneously privately sold 6,266,667 warrants to the sponsor for total proceeds of approximately $9.4 million617 - The net proceeds of approximately $345 million from the initial public offering and private placement have been deposited into a trust account643 Recent Developments 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, 2023619645805 - 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 balance620646121 - 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 drawn622648858 Results of Operations and Known Trends or Future Events 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 companies623 - The company generates non-operating income from interest earned on its trust account and changes in the fair value of warrant liabilities623650 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 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 financing628679 - The company has issued multiple interest-free convertible promissory notes totaling $1,225,000 for working capital625652 - The company also owes $3,018,750 in deferred underwriting fees to the underwriters680 Contractual Obligations 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 liabilities654 - 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 payable680 Critical Accounting Policies 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 period632656683 - Redeemable Class A ordinary shares are classified as temporary equity and presented at redemption value631682 - 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 met633657 Recent Accounting Pronouncements 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 flows658110 - 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 statements685110 Off-Balance Sheet Arrangements 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 arrangements686 JOBS Act 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 Act7687 - 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 obligations687 Quantitative and Qualitative Disclosures about Market Risk This section is not applicable - Not applicable660 Financial Statements and Supplementary Data The company's financial statements and supplementary data are included in this report - This report includes the company's financial statements and supplementary data688 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosure - None2 Controls and Procedures 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 ineffective4 - The company has material weaknesses in internal control related to complex financial instruments, accrued expenses and accounts payable, and foreign currency transactions5174 - Management is actively taking steps to remediate these deficiencies, including strengthening the evaluation of accounting standards and implementing systems176 Evaluation of Disclosure Controls and Procedures 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 ineffective4 - 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 manner173 Management's Report on Internal Controls Over Financial Reporting 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 reporting5175 - 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 transactions5174 Changes in Internal Control over Financial Reporting 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 2022177 Other Information This section contains no other information - None179 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections There is no disclosure regarding foreign jurisdictions that prevent inspections - None181 PART III Directors, Executive Officers and Corporate Governance 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 term28 - The board has an audit committee, compensation committee, and nominating and corporate governance committee, all composed of independent directors140 - The company has adopted a code of business conduct and ethics, which is available on the SEC website and the company's website23734 - Officers and directors may have conflicts of interest, and the company's articles of association stipulate limitations on liability and indemnification policies515527356555676738 Directors and Executive Officers 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 plc167 - 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 Group168 - Nell Cady-Kruse, Noreen Doyle, William Janetschek, and Edward Zeng all possess extensive experience in finance, investment, and corporate governance142526169 Number and Terms of Office of Officers and Directors 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 term28 - Only holders of Class B ordinary shares have the right to appoint or remove directors before or at the initial business combination171 - Officers are appointed by the board of directors, and their terms are determined by the board171 Director Independence 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 offering172 - The company's board of directors has determined Nell Cady-Kruse, Noreen Doyle, and William Janetschek to be independent directors172 Committees of the Board of Directors 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 directors140 - The audit committee is responsible for overseeing financial statements, compliance, and the qualifications and independence of the independent auditor143 - The compensation committee is responsible for reviewing and approving the CEO's compensation and making recommendations for other executive officers' compensation2146 - The nominating and corporate governance committee is responsible for developing and recommending corporate governance guidelines, and identifying, screening, and reviewing director candidates224849674733 Compensation Committee Interlocks and Insider Participation 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 directors704 Code of Business Conduct and Ethics 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 employees23734 - 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 website23 Section 16(a) Beneficial Ownership Reporting Compliance 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 SEC50675 - The company believes there were no late filers for the year ended December 31, 2022675 Conflicts of Interest 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 interest2452676706735 - 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 opportunities676677 - 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's676 Limitation on Liability and Indemnification of Officers and Directors 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 neglect738 - The company has purchased directors and officers liability insurance and entered into indemnification agreements with them738 - 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 combination56 Executive Compensation 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 compensation740 - 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 diligence38740 - 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 merger30712723 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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 votes37479716 - Founder shares and private placement warrants are subject to transfer restrictions, but holders have registration rights366263638718 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 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 shares742 Transfers of Founder Shares and Private Placement Warrants 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 conditions3662638 - Certain specific transfers (such as gifts to affiliates or family members) are permitted, provided the transferee agrees to abide by the same transfer restrictions36 Equity Compensation Plans As of De
plete Solaria(CSLR) - 2022 Q4 - Annual Report