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United States securities and exchange commission logo
April 24, 2023
Adam Gishen
Chief Executive Officer
Freedom Acquisition I Corp.
14 Wall Street, 20th Floor
New York, NY 10005
Re: Freedom Acquisition
I Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed on April 10,
2023
File No. 333-269674
Dear Adam Gishen:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
10, 2023 letter.
Amendment No. 1 to Form S-4 filed April 10, 2023
Certain Defined Terms, page 3
1. Please consider
expanding your defined terms to also include the three redemption
scenarios of Assuming
Minimum Redemption, Assuming Maximum Redemption, and
Assuming $70 million in
Trust Account. For each scenario, provide a description as to its
meaning and
computation. Further, for the Assuming Minimum Redemption scenario,
clarify this is after
the actual redemption of 23,256,504 Class A Ordinary Shares at $10.21
per share for an
aggregate redemption amount of approximately for $237,372,952 in
March 2023 in
connection with approval of the Extension Amendment Proposal. In this
regard, give
consideration to expanding the title of Assuming Minimum Redemption
throughout the filing
to also include language, such as, after the Actual Redemption or
Adam Gishen
Freedom Acquisition I Corp.
April 24, 2023
Page 2
after Extension Amendment Redemptions or similar. Also, for the
Assuming $70 million
in Trust Account, include a discussion as to how you will determine
the $70 million, as
we note disclosure on page 56, that this amount is after redemptions,
but prior to other pro
forma accounting adjustments. Please be more specific as to the other
pro forma
accounting adjustments that are excluded in arriving at the $70
million to be remaining in
the Trust Account or instead, included within cash and cash
equivalents on the pro forma
balance sheet.
2. See the reference for Extension Amendment Redemptions. Please expand
to disclose the
per share redemption price, the aggregate redemption amount, and the
actual date the
redemption occurred on. Reference is made to disclosure on pages 38,
119 and 244.
Summary of the Proxy Statement/Prospectus
Sources and Uses of Funds, page 26
3. Please expand the introductory paragraph to discuss all three
redemption scenarios in the
table that follows. Your current disclosure only provides discussion
of two of the three
scenarios. In addition, revise the order of the columns presented for
the three redemption
scenarios shown in the table to be consistent with the order presented
in the Unaudited Pro
Forma Condensed Combined Balance Sheet and Statements of Operations on
pages 231
through 234. Similarly, the order of presentation of the table on page
229 and other places
should be similarly revised to be consistent throughout the filing.
Refer to SAB Topic
11.E.
4. Please consider including disclosure in a footnote to the table, the
meaning of the 2022
Convertible Notes issued in February 2023. We note description of the
2022 Convertible
Notes is first included in a latter section of the filing, such as on
page 224. Also
consider providing the description in a more prominent location, such
as under Certain
Defined Terms, and disclose these were issued by Complete Solaria.
5. We further note your unaudited pro forma balance sheet at page 231
appears to reflect
the Extension Amendment Redemptions of 23,256,504 Class A Ordinary
Shares for an
aggregate of $235.9 million all within pro forma adjustments Note 3(A)
and 3(B). Please
instead revise to present the actual redemption, in a separate
stand-alone column, as being
an adjustment to FACT's December 31, 2022 historical balance sheet, to
then arrived at a
column labeled FACT adjusted historical balance sheet. This would result
in the balance
of the Cash held in Trust Account being $114 million under the column
for Pro Forma
Combined (Assuming Minimum Redemption Scenario) rather than zero as
currently
FirstName LastNameAdam Gishen
shown. Please revise accordingly. Also, the adjustment to the historical
December 31,
Comapany
2022NameFreedom Acquisition
balance sheet should I Corp.
further reflect the contribution by FACT of
$1.2 million to the
Trust
April 24, Account
2023 Page 2in connection with the approval of Extension Agreement
Proposal.
FirstName LastName
Adam Gishen
FirstName LastNameAdam
Freedom Acquisition I Corp.Gishen
Comapany
April NameFreedom Acquisition I Corp.
24, 2023
April 324, 2023 Page 3
Page
FirstName LastName
Questions and Answers About the Business Combination and the Special Meeting
What equity stake will current FACT shareholders and Complete Solaria's
stockholders hold in
New Complete Solaria after the Closing, page 36
6. We have reviewed your response to prior comment 2. Refer to the
description for the
added subnote (5). It appears the placement of subnote (5) in the
table should instead be
located next to the line item, Founder Shares, rather than next to the
line item Public
Shares held by Public Shareholders. Accordingly, please revise.
7. Refer to the description of subnotes (3) and (4) pertaining to the
Private Placement
Warrants and Private Placement Warrants in Connection with Promissory
Notes held by
the Sponsor and its affiliates, respectively. Please address the
following:
It appears for subnote (3), that you are giving impact to the
issuance of New
Complete Solaria common stock upon the exercise of the
(6,266,667) Private
Placement Warrants. However, the table on page 36 does not
reflect any issuance of
common stock.
Similarly for subnote (4), we note the assumption of conversion
of the various FACT
Notes into Private Placement Warrants; however, you do not
disclose if it assumed
such warrants are exercised and the table on page 36 also does
not reflect any
issuance of common stock. Please revise or advise as to your
disclosures.
Also, for the line item Public Warrants, please provide a
subnote as to the treatment
of the outstanding 8,625,000 Public Warrants and whether or not
you have assumed
exercise similar to the Private Placement Warrants. In this
regard, the table on page
36 should reflect the ownership of New Complete Solaria's common
stock
outstanding upon completion of the Business Combination. An
additional table
should be provided to reflect the dilutive effect of all
securities, including exercise of
all warrants and potential vesting of the earnout shares.
We note the table on page 37 gives effect to the voting
ownership. Please provide an
additional table should be provided to reflect the dilutive
effect of all the securities
and the related voting ownership percentages. We note a similar
type table appears to
be disclosed on page 59.
8. Refer to the table on page 36 and the section for Complete Solaria.
Please provide
subnotes regarding the number of common shares to be held by Complete
Solaria
shareholders and those for Complete Solaria convertible noteholders.
Based on the
computation of the Aggregate Merger Consideration described on page 13
along with
details found in Exhibit 107, Filing Fee Table, it appears the total
number of New
Complete Solaria common shares issued to Complete Solaria would be
45,000,000 shares
and 2,629,757 shares, respectively for those two line items. Please
revise or advise as to
your computation of the 34,476,391 shares and 3,983,998 shares, for
the two lines items,
respectively.
Adam Gishen
FirstName LastNameAdam
Freedom Acquisition I Corp.Gishen
Comapany
April NameFreedom Acquisition I Corp.
24, 2023
April 424, 2023 Page 4
Page
FirstName LastName
What voting power will current FACT Shareholders, Complete Solaria's employees
and directors
and other Complete Solaria stockholders hold, page 37
9. Refer to the table and revise the order of the three redemption
scenarios to be consistent
with that of the table on page 36. It appears the placement of subnote
(4) should be
instead placed by the line item Sponsor and related parties, rather
than the line item FACT
Public Stockholders. Also for the description in subnote (4), please
clarify this pertains to
the Assuming Maximum Redemption Scenario only. Further, consider
having the title of
the line item Sponsor and related parties on page 37 and the line item
Founder Shares on
page 36 to be similarly titled.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 55
10. Refer to the discussion bullet points of Assuming Maximum Redemptions,
Assuming $70
million in Trust Account and Assuming Minimum Redemptions. Please
revise the order
of the discussion bullets to be consistent with the order of
presentation in the table on page
56. This comment is also applicable to the discussion bullet points
and tables in the
unaudited pro forma financial information at page 228 to be consistent
with the order of
presentation in the pro forma balance sheet and statements of
operations.
Comparative Historical and Unaudited Pro Forma Per Share Financial Information,
page 57
11. We note your disclosure in response to prior comment 12. Refer to the
historical book
value per common share line item of both FACT and Complete Solaria.
Given that each
entity has a stockholders' deficit at December 31, 2022, it is unclear
as to how you arrived
at their positive, rather than negative, book value per share based on
your disclosure of its
computation in subnote (3). Please provide us supplementally with your
computation of
historical book value per share based on the historical balance sheets
of FACT and
Complete Solaria at pages F-3 and F-31, respectively.
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 207
12. We note your response to comment 15, but are unable to agree that a
tax opinion is not
required by Item 601(b)(8) of Regulation S-K or Staff Legal Bulletin
No. 19, as we view
the tax consequences to be material to the transaction and your
disclosure contains
representations as to the tax free nature of the transaction. To the
extent you intend to file
a short form tax opinion as Exhibit 8.1, please revise your disclosure
on page 207 to state
that the discussion reflects the opinion of counsel. Please also make
similar revisions to
the Questions and Answers section beginning on page 43.
Adam Gishen
FirstName LastNameAdam
Freedom Acquisition I Corp.Gishen
Comapany
April NameFreedom Acquisition I Corp.
24, 2023
April 524, 2023 Page 5
Page
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 228
13. Refer to the first full paragraph on page 230. Please reconcile the
percentages of total
shares outstanding for the Sponsor Earnout Shares, with the
percentages disclosed on page
37. For example, we note for the minimum redemption scenario, you
disclose 6%,
whereas page 37 discloses 4%. Please ensure consistency of all amounts
and tabular
disclosures throughout the filing.
Note 1. Basis of Presentation, page 235
14. We have reviewed your response to prior comment 20. Please expand the
discussion of
the Required Transaction in the third paragraph on page 235 to discuss
the accounting
treatment of the acquisition of the The Solaria Corporation
("Solaria") by Complete Solar
Holding Corporation ("Complete Solar"). In this regard, disclose the
relevant portions
from your supplemental response of Solaria being a variable interest
entity ("VIE") and
that Complete Solar was determined to be the primary beneficiary of
this VIE, and thus
was deemed the accounting acqurer and recorded the acquisition at fair
value of the net
assets acquired.
BUSINESS OF COMPLETE SOLARIA, INC., page 256
15. We note your response to comment 26 and reissue in part. Please revise
your disclosure in
this section to clarify and expand Complete Solaria s relationship
to its Pro Partner
Network and solar distributors. Discuss the types of contracts, if
any, Complete Solaria
enters into with its Pro Partner Network and distributors and what
role Complete Solaria
plays in discussions between the Pro Partner Network and
end-customers.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, page 306
16. We note the agreement entered into on March 1, 2023 between the
Sponsor and Polar
Multi-Strategy Master Fund. Please revise this section to include a
discussion of this
agreement. Please also include this agreement as an exhibit to your
registration statement.
General
17. We note your response to comment 7 and reissue. Please provide us with
any
correspondence between J.P. Morgan, DBSI, FACT or Complete Solaria
relating to
the resignations of the aforementioned firms in the business
combination, including the
formal letters and the transmissions thereof.
18. We note your response to comment 3. Please disclose why the waivers of
each of J.P.
Morgan and DBSI were agreed to.
19. We note your response to comment 11 but are unable to locate the
responsive disclosure.
Noting the disclosure that FACT expects the balance of the aggregate
deferred fee to be
Adam Gishen
Freedom Acquisition I Corp.
April 24, 2023
Page 6
waived, please revise to clarify whether Morgan Stanley or any of the
other underwriters
listed in the underwriting agreement have waived their entitlement to
the deferred
compensation.
You may contact Beverly Singleton at (202) 551-3328 or Kevin Stertzel
at (202) 551-
3723 if you have questions regarding comments on the financial statements and
related matters.
Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202)
551-3454 with any other
questions.
FirstName LastNameAdam Gishen Sincerely,
Comapany NameFreedom Acquisition I Corp.
Division of
Corporation Finance
April 24, 2023 Page 6 Office of
Manufacturing
FirstName LastName