Freedom Acquisition amends deal with Complete Solaria; base purchase price $225M plus $10.00 per note share

SunPower Inc.

Base purchase price set at $225,000,000 plus $10.00 per Company Note Conversion Share.
Sponsor support agreement amended to remove vesting/forfeiture restrictions and revise share assignment for non-redemption and PIPE.
Three-step merger structure: First Merger, Second Merger into LLC, Additional Merger with Solaria.
Acquiror to domesticate from Cayman to Delaware prior to closing.
Carlyle required to join stockholder support agreement; shareholder vote to follow effective registration.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SunPower Inc. amended Amended and Restated Business Combination Agreement with Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solaria, Inc., The Solaria Corporation valued at Base Purchase Price = $225,000,000 + product of $10.00 and Company Note Conversion Shares (effective 2023-05-26).

Action: amendment
Agreement: merger
Counterparty: Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solaria, Inc., The Solaria Corporation
Value: Base Purchase Price = $225,000,000 + product of $10.00 and Company Note Conversion Shares
Effective: 2023-05-26

Exact text from the filing

On May 26, 2023, Freedom, First Merger Sub, Second Merger Sub, Complete Solaria and Solaria amended and restated the Business Combination Agreement (the “ Amended and Restated Business Combination Agreement ”) to provide that the Base Purchase Price set forth therein is equal the sum of (i) $225,000,000 and (ii) the product of (x) $10.00 and (y) the Company Note Conversion Shares (as defined in the Amended and Restated Business Combination Agreement) and include other ministerial and conforming changes.

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Source: SEC EDGAR

accession 0001193125-23-155666

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