8-K
filed July 24, 2023, 7:59 PM ET
ticker SPWR
CIK 0001838987
M&A
confidence high
sentiment neutral
materiality 0.75
SunPower Inc. (SPWR): M&A transaction — Complete Solaria completes business combination with FACT, goes public on Nasdaq
SunPower Inc.
- Business combination closed July 18, 2023; FACT shareholders redeemed 7.78M shares for ~$82.2M.
- Post-combination Complete Solaria has 43.8M common shares outstanding and ~25.3M warrants.
- Aggregate merger consideration valued at $225M plus convertible note conversion.
- PIPE financing raised $16.33M from sale of 1.63M shares at $10/share.
- Lock-up agreements on 12.39M shares; forward purchase agreements with Meteora, Polar, Sandia.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SunPower Inc.: Amended and Restated Bylaws approved by board on July 18, 2023, effective at the Effective Time of the Merger (effective 2023-07-18).
- Change
- bylaw amendment
- Effective
- 2023-07-18
Exact text from the filing
On July 18, 2023, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), which became effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SunPower Inc.: Approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-07-18).
- Change
- code of ethics
- Effective
- 2023-07-18
Exact text from the filing
on July 18, 2023, the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SunPower Inc.: Amended and Restated Certificate of Incorporation effective upon filing with Delaware Secretary of State on July 17, 2023 (effective 2023-07-17).
- Change
- charter amendment
- Effective
- 2023-07-17
Exact text from the filing
The Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”), which became effective upon filing with the Secretary of State of the State of Delaware on July 17, 2023
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SunPower Inc.: Company ceased being a shell company as a result of the Merger.
- Change
- shell status
Exact text from the filing
As a result of the Merger, the Company ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SunPower Inc. underwent a change of control involving Legacy Complete Solaria, Inc. and The Solaria Corporation for $225,000,000 (closed 2023-07-18).
- Action
- change of control
- Counterparty
- Legacy Complete Solaria, Inc. and The Solaria Corporation
- Consideration
- $225,000,000
- Closing
- 2023-07-18
Exact text from the filing
of Complete Solaria Common Stock (the “ Aggregate Merger Consideration ”) issuable in connection with the consummation of the First Merger equals the quotient of: the sum of (x) $225,000,000 and (y) the product of (1) $10.00 and (2) the total number of shares of Complete Solaria Common Stock into which the Complete Solaria convertible notes would be convertible
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SunPower Inc. amended Amended and Restated Registration Rights Agreement with certain persons and entities receiving shares of Common Stock pursuant to the Business Combination Agreement and certain persons and entities holding securities of FACT prior to the Closing.
- Action
- amendment
- Agreement
- asset purchase
- Counterparty
- certain persons and entities receiving shares of Common Stock pursuant to the Business Combination Agreement and certain persons and entities holding securities of FACT prior to the Closing
Exact text from the filing
On the Closing Date, that certain Registration Rights Agreement, dated February 25, 2021, was amended and restated, and certain persons and entities receiving shares of Common Stock pursuant to the Business Combination Agreement and certain persons and entities holding securities of FACT prior to the Closing entered into the Amended and Restated Registration Rights Agreement (the “ A&R Registration Rights Agreement ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SunPower Inc. entered into Lock-Up Agreement with certain stockholders of the Sponsor, including the PIPE Investors, and certain stockholders, officers and directors of Legacy Complete Solaria.
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- certain stockholders of the Sponsor, including the PIPE Investors, and certain stockholders, officers and directors of Legacy Complete Solaria
Exact text from the filing
In connection with the Business Combination, the Company, certain stockholders of the Sponsor, including the PIPE Investors, and certain stockholders, officers and directors of Legacy Complete Solaria entered into a lock-up agreement (the “ Lock-Up Agreement ”).
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
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