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United States securities and exchange commission logo
January 17, 2024
Chris Lundell
Chief Executive Officer
Complete Solaria, Inc.
45700 Northport Loop East
Fremont, CA 94538
Re: Complete Solaria,
Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed December 22,
2023
File No. 333-273820
Dear Chris Lundell:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 5,
2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed December 22,
2023
General
1. We note your response
to prior comment 1. Please also disclose the potential profit the
other selling
securityholders will earn based on the current trading price.
Executive Compensation, page 75
2. Please update your
compensation disclosure for the fiscal year ended December 31, 2023.
Chris Lundell
FirstName LastNameChris Lundell
Complete Solaria, Inc.
Comapany
January 17,NameComplete
2024 Solaria, Inc.
January
Page 2 17, 2024 Page 2
FirstName LastName
Please contact Patrick Fullem at 202-551-8337 or Evan Ewing at
202-551-5920 with any
questions.
Sincerely,
Division of Corporation
Finance
Office of Manufacturing
cc: Matthew Hemington