--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-192359" form_type: "8-K" ticker: "SPWR" cik: "0001838987" company_name: "SunPower Inc." filed_at: "2023-07-24T23:59:59+00:00" generated_at: "2026-06-13T04:28:44.050753+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Complete Solaria completes business combination with FACT, goes public on Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-192359 - form_type: 8-K - ticker: SPWR - cik: 0001838987 - company_name: SunPower Inc. - filed_at: 2023-07-24T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 3.02, 9.01, 4.01, 3.03, 5.03, 5.01, 5.02, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/0001193125-23-192359-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/d530739d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-192359 - JSON: https://secwatch.observer/filing/0001193125-23-192359.json - Plain text: https://secwatch.observer/filing/0001193125-23-192359.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/0001193125-23-192359-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/0001193125-23-192359-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/0001193125-23-192359-index.htm - Governance Changes SunPower Inc.: Company ceased being a shell company as a result of the Merger. - Change: shell status source text: As a result of the Merger, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/0001193125-23-192359-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/0001193125-23-192359-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/0001193125-23-192359-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000119312523192359/0001193125-23-192359-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.