0001213900-24-099667 | 10-Q | XBRL Viewer

Loss from discontinued operations, net of income taxes

$ (103,440)

$ (241,906)

(2,007)

(168,458)

Net loss from continuing operations

(101,433)

(73,448)

Stock-based compensation expense

4,086

2,321

Non-cash interest expense

1,938

4,009

Non-cash lease expense

483

717

Depreciation and amortization

991

622

Amortization of debt issuance costs

1,361

Other financing costs

3,812

Loss on asset impairments

3,721

Loss on conversion of SAFE Agreements to shares of common stock

^[1]

1,250

Non-cash expense in connection with warrants issued for vendor services

5,410

Loss on issuance of derivative liability

^[2]

24,688

Change in fair value of derivative liability

37,875

Provision for credit losses

3,065

4,269

(Gain) loss on debt extinguishment

(19,948)

10,338

Change in reserve for excess and obsolete inventory

131

2,144

Issuance of forward purchase agreements

(76)

Change in fair value of forward purchase agreement liabilities

(4,906)

6,661

Change in fair value of SAFE Agreements

900

Issuance of common stock in connection with forward purchase agreements

35,490

Change in fair value of warrant liabilities

2,116

(26,314)

Accretion of debt in CS Solis

3,872

2,493

Issuance of common stock bonus shares in connection with the Mergers

2,394

Issuance of restricted stock units in connection with vendor services

Accounts receivable

14,735

(11,823)

Inventories

2,378

(3,896)

Prepaid expenses and other current assets

(3,185)

(8,326)

Other noncurrent assets

1,132

Accounts payable

(8,496)

4,372

Accrued expenses and other current liabilities

(1,646)

1,587

Operating lease liabilities

(875)

(359)

Warranty provision, noncurrent

255

Deferred revenue

(1,434)

(1,766)

Net cash used in operating activities from continuing operations

(29,111)

(47,152)

Net cash provided by operating activities from discontinued operations

190

Net cash used in operating activities

(29,111)

(46,962)

Cash flows from investing activities from continuing operations

Purchase of property and equipment

(29)

Capitalization of internal-use software costs

(1,044)

(1,505)

Net cash used in investing activities from continuing operations

(1,044)

(1,534)

Cash flows from financing activities from continuing operations

Proceeds from issuance of notes payable, net

14,102

Principal repayment of notes payable

(300)

(9,653)

Proceeds from issuance of convertible notes

68,725

17,750

Proceeds from issuance of convertible notes, due to related parties

26,000

3,500

Proceeds from issuance of common stock

6,143

Proceeds from exercise of common stock options

492

Proceeds from Mergers and PIPE Financing

4,219

Proceeds from Mergers and PIPE Financing from related parties

15,600

Proceeds from issuance of SAFE agreements

6,000

Net cash provided by financing activities from continuing operations

107,060

45,575

Effect of exchange rate changes

Net increase (decrease) in cash, cash equivalents and restricted cash

76,927

(2,897)

Cash, cash equivalents, and restricted cash at beginning of period

6,416

8,316

Cash, cash equivalents, and restricted cash at end of period

83,343

5,419

Supplemental disclosures of cash flow information:

Cash paid during the period for interest

1,602

Cash paid for income taxes

Supplemental disclosure of noncash financing and investing activities:

Cancellation of existing indebtedness in Exchange Agreement

65,872

Issuance of convertible notes in Exchange Agreement

31,452

Issuance of common stock in Exchange Agreement

2,220

Conversion of SAFE Agreements to shares of common stock

5,000

Carlyle warrant modification

660

(10,862)

Operating right-of-use assets obtained by lease obligations

116

Reclassification of liability-classified warrants to equity-classified warrants

30,625

Issuance of common stock warrants

1,400

202

Conversion of 2022 Convertible notes into common stock

21,561

Conversion of 2022 Convertible Notes issued to related parties into common stock

19,390

Conversion of preferred stock into common stock

155,630

Issuance of common stock in connection with forward purchase agreements

35,490

Issuance of common stock bonus shares in connection with the Mergers

2,394

Recapitalization of Legacy Complete Solaria Common stock into Complete Solaria Common Stock

Reclassification of investor deposit to PIPE funds

$ 3,500

[1]	Includes $6.5 million and $4.1 million of income for the thirteen and thirty-nine weeks ended September 29, 2024, respectively and $5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, for the change in the fair value of forward purchase agreements with related parties.
[2]	Includes $3.0 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.

Stock-Based Compensation

9 Months Ended

Sep. 29, 2024

Stock-Based Compensation [Abstract]

Stock-Based Compensation

(15)

Stock-Based Compensation

In July 2023, the Company’s board of directors adopted and stockholders approved the 2023 Incentive Equity Plan (the “2023 Plan”). The 2023 Plan became effective immediately upon the closing of the Amended and Restated Business Combination Agreement. Initially, a maximum number of 8,763,322 shares of Complete Solaria common stock may be issued under the 2023 Plan. In addition, the number of shares of Complete Solaria common stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of (1) 4% of the total number of shares of Complete Solaria’s common stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of Complete Solaria Common Stock determined by Complete Solaria’s board of directors prior to the date of the increase. The maximum number of shares of Complete Solaria common stock that may be issued on the exercise of incentive stock options (“ISOs”) under the 2023 Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective (or 26,289,966 shares).

Historically, awards were granted under the Amended and Restated Complete Solaria Omnibus Incentive Plan (“2022 Plan”), the Complete Solar 2011 Stock Plan (“2011 Plan”), the Solaria Corporation 2016 Stock Plan (“2016 Plan”) and the Solaria Corporation 2006 Stock Plan (“2006 Plan”) (together with the Complete Solaria, Inc. 2023 Incentive Equity Plan (“2023 Plan”), “the Plans”). The 2022 Plan is the successor to the Complete Solar 2021 Stock Plan, which was amended and assumed in connection with the acquisition of Solaria. The 2011 Plan is the Complete Solar 2011 Stock Plan that was assumed by Complete Solaria in the Required Transaction. The 2016 Plan and the 2006 Plan are the Solaria stock plans that were assumed by Complete Solaria in the Required Transaction.

Under the Plans, the Company has granted service and performance-based stock options and restricted stock units (“RSUs”).

A summary of stock option activity for the thirty-nine weeks ended September 29, 2024 under the Plans is as follows:

	Options Outstanding
	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding—December 31, 2023		11,716,646		$	3.48		8.53	$	2,756
Options granted		6,121,251			0.93
Options exercised		(421,546	)		0.75
Options canceled		(5,682,132	)		1.54
Outstanding—September 29, 2024		11,734,219		$	3.06		7.43	$	14,356
Vested and expected to vest—September 29, 2024		11,734,219		$	3.06		7.43	$	14,356
Vested and exercisable—September 29, 2024		4,450,841		$	4.44		5.25	$	3,142

A summary of RSU activity for the thirty-nine weeks ended September 29, 2024 under the Plan is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested at December 31, 2023		58,097		$	2.07
Granted		2,466,284		$	––
Vested and released		(88,215	)	$	––
Cancelled or forfeited		––		$	––
Unvested at September 29, 2024		2,436,166		$	1.78

Stock-based compensation expense

The following table summarizes stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss (in thousands):

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Cost of revenues	$	49	$	20	$	105	$	51
Sales and marketing		196		143		490		337
General and administrative		1,271		1,416		3,491		1,933
Total stock-based compensation expense from continuing operations		1,516		1,579		4,086		2,321
Stock-based compensation from discontinued operations, net of tax		—		535		—		1,835
Total stock-based compensation expense	$	1,516	$	2,114	$	4,086	$	4,156

As of September 29, 2024, there was a total of $19.6 million and zero unrecognized stock-based compensation costs related to service-based options and RSUs, respectively. Such compensation cost is expected to be recognized over a weighted-average period of approximately 2.13 years for service-based options.

Divestiture (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
Divestiture (Details) - USD ($) $ in Millions	Sep. 29, 2024	Sep. 29, 2024
SolarPark Litigation [Member]
Divestiture [Line Items]
Loss from discontinued operations	$ 0.0	$ (2.0)

Schedule of Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss Related to Discontinued Operations

Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

Divestiture (Tables)

9 Months Ended

Sep. 29, 2024

Divestiture [Abstract]

The components reflected in the unaudited condensed consolidated statements of operations and comprehensive loss in 2023 related to discontinued operations are presented in the table, as follows (in thousands):

	Thirteen Weeks Ended			Thirty-Nine- Weeks Ended
	October 1, 2023			October 1, 2023
Revenues	$	3,774		$	29,048
Cost of revenues		4,102			30,609
Gross loss		(328	)		(1,561	)
Operating expenses:
Sales and marketing		2,425			6,855
General and administrative		5,681			12,572
Total operating expenses		8,106			19,427
Loss from discontinued operations		(8,434	)		(20,988	)
Other income, net		31			32
Loss from discontinued operations before income taxes		(8,403	)		(20,956	)
Income tax benefit (provision)		(1	)		3
Impairment loss from discontinued operations		(147,505	)		(147,505	)
Net loss from discontinued operations	$	(155,909	)	$	(168,458	)

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Commitments and Contingencies [Abstract]

Stock-Based Compensation (Details) - USD ($) $ in Millions	9 Months Ended
Stock-Based Compensation (Details) - USD ($) $ in Millions	Sep. 29, 2024	Jul. 31, 2023
Stock-Based Compensation [Line Items]
Stock-based compensation costs	2 years 1 month 17 days
Service-Based Options [Member]
Stock-Based Compensation [Line Items]
Unrecognized stock-based compensation costs	$ 19.6
RSU [Member]
Stock-Based Compensation [Line Items]
Unrecognized stock-based compensation costs	$ 0.0
2023 Incentive Equity Plan [Member]
Stock-Based Compensation [Line Items]
Shares issued under plan		8,763,322
ISOs under the 2023 Plan [Member]
Stock-Based Compensation [Line Items]
Shares issued under plan		26,289,966

Warrants (Details)							3 Months Ended		9 Months Ended
Warrants (Details)	Sep. 29, 2024 USD ($) $ / shares shares	Jul. 31, 2024 USD ($) $ / shares shares	Jul. 01, 2024 USD ($) shares	Jul. 31, 2023 $ / shares shares	Jul. 18, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Sep. 29, 2024 USD ($) $ / shares shares	Oct. 01, 2023 USD ($)	Sep. 29, 2024 USD ($) $ / shares shares	Oct. 01, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 17, 2024 $ / shares shares	Apr. 16, 2024 $ / shares	Dec. 31, 2023 shares	Oct. 31, 2023 shares	Nov. 30, 2022 $ / shares shares	Feb. 28, 2022 shares	Oct. 31, 2021 $ / shares shares	Aug. 31, 2021 $ / shares shares	May 31, 2021 $ / shares shares	Jan. 31, 2020 $ / shares shares	Jul. 31, 2016 $ / shares shares	Feb. 29, 2016 $ / shares shares
Warrants [Line Items]
Fair value of warrant			$ 7,300,000						$ 2,116,000	$ (26,314,000)
Outstanding warrants (in Shares) \| shares	31,670,265						31,670,265		31,670,265
Common stock issued percentage				2.795%
Common stock outstanding percentage				2.795%
Reduction to additional paid-in capital							$ 1,400,000		$ 1,400,000
Expense									9,500,000
Warrant liability											$ 1,300,000
Gain on Extinguishment of Debt							19,948,000		19,948,000
Other expense net								700,000	1,300,000	700,000
Increase in fair value of warrant							400,000		$ 400,000
Warrant expire period									July 2028
Recognized expenses							50,000.00		$ 50,000.00
Convertible note issued	$ 70,600,000						70,600,000		70,600,000
Series C-1 Warrants [Member]
Warrants [Line Items]
Debt discount		$ 0.9
Carlyle Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares				1,995,879										2,190,604			2,886,952
Number of share exercisable (in Shares) \| shares																	1,995,879
Outstanding warrants (in Shares) \| shares				1,995,879
Warrant issued shares (in Shares) \| shares			4,936,483
Warrant liability	$ 6,600,000						6,600,000		6,600,000
Gain on Extinguishment of Debt							$ 700,000		$ 700,000
Warrant exercise price (in Dollars per share) \| $ / shares	$ 0.01						$ 0.01		$ 0.01
Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares	8,625,000			1,995,879			8,625,000		8,625,000							656,630
Fair value of warrant								200,000		200,000
Warrant expired term				Jul. 18, 2030
Reduction to additional paid-in capital									$ 10,900,000
Modification Warrant [Member]
Warrants [Line Items]
Fair value of warrant									20,400,000
Ayna Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares												6,000,000
Fair value of warrant									$ 9,200,000
Recognized expense									$7.3
Warrant exercise price (in Dollars per share) \| $ / shares	$ 0.01						$ 0.01		$ 0.01			$ 0.01
Exercise shares (in Shares) \| shares									4,000,000
Recognized expenses							$ 3,800,000		$ 5,400,000
Additional paid in capital	$ 9,200,000						$ 9,200,000		$ 9,200,000
Series D-7 Warrants [Member]
Warrants [Line Items]
Fair value of warrant					$ 2,400,000
Warrant exercise price (in Dollars per share) \| $ / shares																$ 2.04
Replacement warrants [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares															656,630
Public, Private Placement, and Working Capital Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares	6,266,667						6,266,667		6,266,667
Warrant exercise price (in Dollars per share) \| $ / shares	$ 11.5						$ 11.5		$ 11.5
Working Capital Warrants [Member]
Warrants [Line Items]
Fair value of warrant	$ 400,000
Public and Private Placement Warrants [Member]
Warrants [Line Items]
Fair value of warrant								$ 4,000,000		$ 4,000,000
Series B Warrants [Member]
Warrants [Line Items]
Fair value of warrant					100,000	$ 100,000
Warrant exercise price (in Dollars per share) \| $ / shares																							$ 4.3
Series C Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares																						148,477
Fair value of warrant					$ 2,300,000
Warrant exercise price (in Dollars per share) \| $ / shares																						$ 1
Series C-1 Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares																					173,067
Fair value of warrant		1,400,000
Warrant exercise price (in Dollars per share) \| $ / shares																					$ 0.01
Convertible note issued		$ 0.5
SVB Common Stock Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares																			2,525	2,473
Warrant exercise price (in Dollars per share) \| $ / shares																			$ 0.62	$ 0.38
Promissory Note Common Stock Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares																		24,148
Warrant exercise price (in Dollars per share) \| $ / shares																		$ 0.01
July 2023 Common Stock Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares				38,981
Fair value of warrant									$ 200,000
Warrant exercise price (in Dollars per share) \| $ / shares				$ 0.01
Class A Common Stock Equals or Exceeds Threshold Two [Member]
Warrants [Line Items]
Warrant exercise price (in Dollars per share) \| $ / shares	$ 0.01						$ 0.01		$ 0.01
Warrant Consideration [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares	6,266,572						6,266,572		6,266,572
Warrant exercise price (in Dollars per share) \| $ / shares	$ 11.5						$ 11.5		$ 11.5
Warrant term	10 years						10 years		10 years
Cantor Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares		3,066,141
Warrant exercise price (in Dollars per share) \| $ / shares		$ 1.68
Warrant term		5 years
Maximum [Member]
Warrants [Line Items]
Additional paid in capital	$ 15,800,000						$ 15,800,000		$ 15,800,000
Maximum [Member] \| Carlyle Warrant [Member]
Warrants [Line Items]
Fair value of warrant							0
Minimum [Member]
Warrants [Line Items]
Common stock price (in Dollars per share) \| $ / shares													$ 1
Minimum [Member] \| Carlyle Warrant [Member]
Warrants [Line Items]
Fair value of warrant									2,900,000
Common Stock [Member]
Warrants [Line Items]
Reduction to additional paid-in capital
Warrant issued shares (in Shares) \| shares							1,500,000		1,500,000
Common Stock [Member] \| Warrant [Member]
Warrants [Line Items]
Common stock price (in Dollars per share) \| $ / shares				$ 0.01
Common Stock [Member] \| Ayna Warrant [Member]
Warrants [Line Items]
Common stock per share (in Dollars per share) \| $ / shares	$ 1						$ 1		$ 1
Exercise shares (in Shares) \| shares									2,000,000
Ten Days [Member]
Warrants [Line Items]
Warrant vesting shares (in Shares) \| shares															350,000
Ten Days [Member] \| Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares				350,000
Thirty Days [Member]
Warrants [Line Items]
Warrant vesting shares (in Shares) \| shares															150,000
Thirty Days [Member] \| Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares				150,000
Ninety Days [Member] \| Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares				250,000
Risk-Free Interest Rate [Member]
Warrants [Line Items]
Warrant assumption		4.2
Volatility Rate [Member]
Warrants [Line Items]
Warrant assumption		55
Black-Scholes model [Member]
Warrants [Line Items]
Fair value of warrant									$ 3,400,000
Black-Scholes model [Member] \| Carlyle Warrant [Member]
Warrants [Line Items]
Fair value of warrant									$ 20,400,000
Black-Scholes model [Member] \| Measurement Input, Expected Term [Member]
Warrants [Line Items]
Warrant assumption	7						7		7
Black-Scholes model [Member] \| Measurement Input, Expected Term [Member] \| Carlyle Warrant [Member]
Warrants [Line Items]
Warrant assumption	7						7		7
Black-Scholes model [Member] \| Measurement Input, Price Volatility [Member]
Warrants [Line Items]
Warrant assumption	73						73		73
Black-Scholes model [Member] \| Measurement Input, Price Volatility [Member] \| Carlyle Warrant [Member]
Warrants [Line Items]
Warrant assumption	77						77		77
Black-Scholes model [Member] \| Risk-Free Interest Rate [Member]
Warrants [Line Items]
Warrant assumption	1.9						1.9		1.9
Black-Scholes model [Member] \| Risk-Free Interest Rate [Member] \| Carlyle Warrant [Member]
Warrants [Line Items]
Warrant assumption	3.9						3.9		3.9
Black-Scholes model [Member] \| Measurement Input, Expected Dividend Rate [Member]
Warrants [Line Items]
Warrant assumption
Black-Scholes model [Member] \| Measurement Input, Expected Dividend Rate [Member] \| Carlyle Warrant [Member]
Warrants [Line Items]
Warrant assumption
Series D-7 Preferred Stock [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares																518,752
Warrant exercise price (in Dollars per share) \| $ / shares																$ 2.5
Series D-7 Preferred Stock [Member] \| Replacements Warrants [Member]
Warrants [Line Items]
Warrant exercise price (in Dollars per share) \| $ / shares																$ 4.09
Second Tranche Series D-7 preferred stock [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares																137,878
Warrant exercise price (in Dollars per share) \| $ / shares																$ 5
Common Stock for the First Tranche [Member]
Warrants [Line Items]
Warrant exercise price (in Dollars per share) \| $ / shares					$ 2.5
Common Stock for the Second Tranche [Member]
Warrants [Line Items]
Warrant exercise price (in Dollars per share) \| $ / shares					$ 5
Series D-7 Preferred Stock Converted into Warrants to Purchase [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares															1,376,414
Series B Preferred Stock [Member]
Warrants [Line Items]
Warrant to purchase shares (in Shares) \| shares																							5,054
Series C Preferred Stock [Member]
Warrants [Line Items]
Number of share exercisable (in Shares) \| shares																						482,969
Public Warrants [Member] \| Public, Private Placement, and Working Capital Warrants [Member]
Warrants [Line Items]
Warrant exercise price (in Dollars per share) \| $ / shares	$ 11.5						$ 11.5		$ 11.5
Private warrants [Member]
Warrants [Line Items]
Fair value of warrant							$ 5,600,000		$ 5,900,000
Private warrants [Member] \| Warrant [Member]
Warrants [Line Items]
Fair value of warrant									6,100,000
Private warrants [Member] \| Working Capital Warrants [Member]
Warrants [Line Items]
Fair value of warrant									$ 6,700,000
Private Placement Warrants [Member]
Warrants [Line Items]
Working capital warrants (in Shares) \| shares	716,668						716,668		716,668
Private Placement Warrants [Member] \| Warrant [Member]
Warrants [Line Items]
Fair value of warrant									$ 300,000

Warrants

9 Months Ended

Sep. 29, 2024

Warrants [Abstract]

Warrants

(12)

Warrants

Liability-classified warrants (in thousands)

	As of
	September 29,		December 31,
	2024		2023
Carlyle warrant	$	—	$	9,515
Replacement warrants		—		1,310
Public warrants		2,242		167
Private placements warrants		3,908		122
Working capital warrants		447		13
	$	6,597	$	11,127

Carlyle Warrant

In February 2022, as part of a debt financing from Carlyle (refer to Note 13 – Borrowings and Derivative Liabilities), the Company issued a warrant to purchase 2,886,952 shares of common stock in conjunction with long-term debt issued to Carlyle (“CS Solis Debt”). The warrant contained two tranches, the first of which is immediately exercisable for 1,995,879 shares. The second tranche, which was determined to be a separate unit of account, expired on December 31, 2022 prior to becoming exercisable. In December 2023, Carlyle was issued an additional warrant to purchase an additional 2,190,604 shares of the Company’s common stock related to an anti-dilution provision within the CS Solis Debt that provides for such additional warrants under such circumstances as provided within the CS Solis Debt.

At issuance, the relative fair value of the warrant was determined to be $3.4 million using the Black-Scholes model with the following weighted average assumptions: expected term of 7 years; expected volatility of 73.0%; risk-free interest rate of 1.9%; and no dividend yield. The fair value of the warrant was initially recorded within additional paid-in capital as it met the conditions for equity classification.

In July 2023, and in connection with the closing of the Mergers, the Carlyle debt and warrants were modified. Based on the exchange ratio included in the Mergers, the 1,995,879 outstanding warrants to purchase Legacy Complete Solaria Common Stock prior to modification were exchanged into warrants to purchase 1,995,879 shares of Complete Solaria Common Stock. As part of the modification, the warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. Of the additional warrants that become exercisable after the modification, the tranches of 350,000 warrants vesting ten days after the date of the agreement and 150,000 warrants vesting thirty days after the date of the agreement were exercisable as of October 31, 2023.

The modification of the warrant resulted in the reclassification of previously equity-classified warrants to liability classification, which was accounted for in accordance with ASC 815 and ASC 718, Compensation – Stock Compensation. The Company recorded the fair value of the modified warrants as a warrant liability of $20.4 million, the pre-modification fair value of the warrants as a reduction to additional paid-in capital of $10.9 million and an expense of $9.5 million to Other expense, net in the thirteen week period ended October 1, 2023, equal to the incremental value of the warrants upon the modification. The fair value of the warrant was determined based on its intrinsic value, given a nominal exercise price. At issuance, the relative fair value of the warrant was determined to be $20.4 million using the Black-Scholes model with the following weighted average assumptions: expected term of 7 years; expected volatility of 77.0%; risk-free interest rate of 3.9%; and no dividend yield.

On July 1, 2024, in connection with the Exchange Agreement (as defined in Note 13 – Borrowings and Derivative Liabilities), the Carlyle warrant was modified, and the modification fixed the number of shares of the Company’s common stock that may be issued upon exercise of the Carlyle warrant at 4,936,483. At the modification date, the Carlyle warrant had a fair value of $7.3 million. The modification of the warrant resulted in the reclassification of previously classified warrant from liability to equity classification, resulting in an increase to additional paid-in capital of $7.3 million, a reduction in the warrant liability of $6.6 million, and $0.7 million of expense related to the remeasurement of the liability as of the modification date which was classified within “Gain on Extinguishment of Debt” within the Company’s statements of operations for the thirteen weeks and thirty-nine weeks ended September 29, 2024.

The Company recorded zero and a $2.9 million decrease in the fair value of this warrant, as Other expense, net on its unaudited condensed consolidated statements of operations and comprehensive loss for thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively.

Series D-7 Warrants (Converted to common stock warrants “Replacement Warrants”)

In November 2022, the Company issued warrants to purchase 656,630 shares of Series D-7 preferred stock (the “Series D-7 warrants”) in conjunction with the Business Combination. The warrant contains two tranches. The first tranche of 518,752 shares of Series D-7 preferred stock were exercisable at an exercise price of $2.50 per share upon consummation of a merger transaction, or at an exercise price of $2.04 per share upon remaining private and had an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock was exercisable at an exercise price of $5.00 per share upon consummation of a merger transaction, or at an exercise price of $4.09 per share upon remaining private and had an expiration date of April 2024. The fair value of the Series D-7 warrants was $2.4 million as of July 18, 2023 when the warrants were reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, as the exercise price of the warrants is fixed at $2.50 per share of Complete Solaria Common Stock for the first tranche and $5.00 per share of Complete Solaria Common Stock for the second tranche upon the closing of the Mergers.

In October 2023, the Company entered into an Assignment and Acceptance Agreement (“Assignment Agreement”), (refer to Note 13 – Borrowings and Derivative Liabilities). In connection with the Assignment Agreement, the Company also entered into the First Amendment to Warrant to Purchase Stock Agreements with the holders of the Series D-7 warrants. Pursuant to the terms of the agreement, the warrants to purchase 1,376,414 shares of Series D-7 preferred stock converted into warrants to purchase 656,630 shares of common stock, the Replacement Warrants. As a result of the warrant amendment, the Company reclassified the Replacement Warrants from equity to liability. The Replacement Warrants were remeasured to their fair value on the amendment effective date, and the Company recorded subsequent changes in fair value in Other expense, net on its unaudited condensed consolidated statements of operations and comprehensive loss.

The Replacement Warrants expired in April 2024 and the Company released the $1.3 million liability in the thirteen week period ended June 30, 2024. The $1.3 million of income was classified within Other expense, net.

Public, Private Placement, and Working Capital Warrants

In conjunction with the Mergers, Complete Solaria, as accounting acquirer, was deemed to assume 6,266,667 warrants to purchase FACT Class A Ordinary Shares that were held by the Sponsor at an exercise price of $11.50 (“Private Placement Warrants”) and 8,625,000 warrants to purchase FACT’s shareholders FACT Class A Ordinary Shares at an exercise price of $11.50 (“Public Warrants”). Subsequent to the Mergers, the Private Placement Warrants and Public Warrants are exercisable for shares of Complete Solaria Common Stock and meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. In addition, the Private Placement Warrants are potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from being considered indexed to the entity’s own stock. Therefore, these warrants are classified as liabilities on the Company’s unaudited condensed consolidated balance sheets.

The Company determined the Public and Private warrants to be classified as a liability and fair valued the warrants on the issuance date using the publicly available price for the warrants of $6.7 million. The fair value of these warrants was $6.1 million as of September 29, 2024. The Company recorded a $5.6 million and $5.9 million increase in the fair value of these warrants for the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively. The Company recorded a $4.0 million decrease in the fair value of the Public and Private Placement Warrants for each of the thirteen weeks and thirty-nine weeks ended October 1, 2023. These changes were recorded in Other expense, net in the unaudited condensed consolidated statements of operations and comprehensive loss.

Additionally, at the closing of the Mergers, the Company issued 716,668 Working Capital warrants, which have identical terms as the Private Placement Warrants, to the sponsor in satisfaction of certain liabilities of FACT. The warrants were fair valued at $0.3 million upon the closing of the Mergers, which was recorded in warrant liability on the Company’s unaudited condensed consolidated balance sheets. As of September 29, 2024, the Working Capital warrants had a fair value of $0.4 million. The Company recorded a $0.4 million increase in the fair value of these warrants for each of the thirteen weeks and thirty-nine weeks ended September 29, 2024. The Company recorded a change in the Working Capital Warrants of $0.2 million for each of the thirteen and thirty-nine weeks ended October 1, 2023. These changes were recorded in Other expense, net on the unaudited condensed consolidated statements of operations and comprehensive loss.

Equity Classified Warrants

Series B Warrants (Converted to Common Stock Warrants)

In February 2016, the Company issued a warrant to purchase 5,054 shares of Series B preferred stock (the “Series B warrant”) in connection with a 2016 credit facility. The Series B warrant is immediately exercisable at an exercise price of $4.30 per share and has an expiration date of February 2026. The relative fair value of the Series B warrant at issuance was recorded as a debt issuance cost within other noncurrent liabilities upon issuance. The fair value of the Series B warrant was less than $0.1 million as of December 31, 2022 and as of July 18, 2023, when the Series B warrant was reclassified from warrant liability to additional paid-in capital, upon the warrant becoming exercisable into shares of Complete Solaria Common Stock upon the close of the Mergers. Prior to its reclassification during 2023, changes in the fair value of the liability-classified warrants were recorded in Other expense, net in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.

Series C Warrants (Converted to Common Stock Warrants)

In July 2016, the Company issued a warrant to purchase 148,477 shares of Series C preferred stock (the “Series C warrant”) in connection with the Series C financing. The Series C warrant agreement also provided for an additional number of Series C shares calculated on a monthly basis commencing in June 2016 based on the principal balance outstanding of the notes payable outstanding. The maximum number of shares exercisable under the Series C warrant agreement is 482,969 shares of Series C preferred stock. The Series C warrant was immediately exercisable at an exercise price of $1.00 per share and has an expiration date of July 2026. The relative fair value of the Series C warrant at issuance was recorded as Series C preferred stock issuance costs and redeemable convertible preferred stock warrant liability and changes in the fair value of the warrant were recorded in Other expense, net on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant was $2.3 million as of July 18, 2023, when the Series B warrant was reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, upon the warrant becoming exercisable into shares of Complete Solaria Common Stock.

Series C-1 Warrants (Converted to Common Stock Warrants)

In January 2020, the Company issued a warrant to purchase 173,067 shares of common stock in conjunction with the Series C-1 preferred stock financing. The warrant is immediately exercisable at an exercise price of $0.01 per share and has an expiration date of January 2030. The warrant remains outstanding as of September 29, 2024. The fair value of the warrant was recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification.

SVB Common Stock Warrants

In May and August 2021, the Company issued warrants to purchase 2,473 and 2,525 shares of common stock, respectively, in conjunction with the Fifth and Sixth Amendments to the Loan and Security Agreement (“Loan Agreement”) with Silicon Valley Bank (“SVB”). The warrants are immediately exercisable at exercise prices of $0.38 and $0.62 per share, respectively, and have expiration dates in 2033. The warrants remain outstanding as of September 29, 2024. The fair value of the warrant was recorded within additional paid-in-capital on the accompanying unaudited condensed consolidated balance sheets. The warrants are not remeasured in future periods as they meet the conditions for equity classification.

Promissory Note Common Stock Warrants

In October 2021, the Company issued a warrant to purchase 24,148 shares of common stock in conjunction with the issuance of a short-term promissory note. The warrant is immediately exercisable at an exercise price of $0.01 per share and has an expiration date of October 2031. The warrant remains outstanding as of September 29, 2024. The fair value of the warrant was recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification.

July 2023 Common Stock Warrants

In July 2023, the Company issued a warrant to a third-party service provider to purchase 38,981 shares of the Company’s common stock in exchange for services provided in obtaining financing at the Closing of the Mergers. The warrant is immediately exercisable at a price of $0.01 per share and has an expiration date of July 2028. At issuance, the fair value of the warrant was determined to be $0.2 million, based on the intrinsic value of the warrant and the $0.01 per share exercise price. As the warrant is accounted for as an equity issuance cost, the warrant is recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification.

Warrant Consideration

In July 2023, in connection with the Mergers, the Company issued 6,266,572 warrants to purchase Complete Solaria Common Stock to holders of Legacy Complete Solaria Redeemable Convertible Preferred Stock, Legacy Complete Solaria Common Stock. The exercise price of the common stock warrants is $11.50 per share and the warrants expire 10 years from the date of the Mergers. The warrant consideration was issued as part of the close of the Mergers and was recorded within additional paid-in capital, net of the issuance costs of the Mergers. As of September 29, 2024, all warrants issued as warrant consideration remain outstanding.

Ayna Warrant

On June 17, 2024, a warrant to purchase shares of the Company’s common stock (“Ayna Warrant”) was executed which certifies that Ayna.AI LLC (“Ayna”) is entitled to purchase 6,000,000 shares of the Company’s common stock at the exercise price per share of $0.01, subject to the provisions and upon the terms and conditions set forth in the Ayna Warrant. The Ayna Warrant expires on June 17, 2029. The issuance of the Ayna Warrant by the Company to Ayna is in satisfaction of the compensation owed by the Company to Ayna under the terms of a statement of work (“Ayna SOW”), signed May 21, 2024 (and effective as of March 12, 2024), as incorporated into a master services agreement dated March 12, 2024. Under the Ayna SOW, Ayna will provide services in connection with the anticipated return of the Company to cash-flow positive performance.

On or after the earlier of (i) September 9, 2024; and (ii) the first trading day after March 12, 2024 with a closing price of the Company’s common stock greater than or equal to $1.00 for 45 days out of the trailing consecutive 60-trading-day period (the earlier of the preceding clauses (i) and (ii) the “Exercise Date”), Ayna may exercise the Ayna Warrant for up to 4,000,000 shares of the Company’s common stock. On or after September 9, 2024, Ayna may exercise the Ayna Warrant for up to the remaining 2,000,000 shares of the Company’s common stock. Prior to the Exercise Date, Ayna may not exercise the Ayna Warrant.

In lieu of exercising the Ayna Warrant for cash, Ayna may from time to time convert the Ayna Warrant, in whole or in part, into a number of shares of the Company’s common stock determined by dividing (a) the aggregate fair market value of the shares of the Company’s common stock or other securities otherwise issuable upon exercise of the Ayna Warrant minus the aggregate warrant price of such shares of the Company’s common stock by (b) the fair market value (“Ayna Warrant FMV”) of one share of the Company’s common stock.

If the Company’s shares of common stock are traded regularly in a public market, the Ayna Warrant FMV shall be the weighted average price for the 30 trading days ending on the trading day immediately before Ayna delivers its notice of exercise to the Company. If the Company’s shares of common stock are not regularly traded in a public market, the Company’s Board of Directors shall determine that the Ayna Warrant FMV in its reasonable good faith judgment. The foregoing notwithstanding, if Ayna advises the Company’s Board of Directors in writing that Ayna disagrees with such determination, then the Company and Ayna shall promptly agree upon a reputable investment banking firm or a third party independent appraiser to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the Board of Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fee and expenses shall be paid by Ayna.

At issuance, the fair value of the Ayna Warrant was determined to be $9.2 million, based on the intrinsic value of the Ayna Warrant and the $0.01 per share exercise price. As the Ayna Warrant is accounted for as stock-based compensation under ASC 718, the Ayna Warrant is recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The Ayna Warrant is not remeasured in future periods as it meets the conditions for equity classification. As the Ayna statement of work period is different than the date of the warrant agreement, the differences in dates cause an accrued expense for services rendered by Ayna but consideration has not vested as of September 29, 2024. The Company recognized expenses earned to date of $3.8 million and $5.4 million for the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively, within General and administrative expenses on the Company’s unaudited condensed consolidated statement of operations. The full amount of the Ayna Warrant, $9.2 million, was recorded within additional paid-in-capital as of September 29, 2024.

Cantor Warrant

In July 2024, the Company issued a warrant (“Cantor Warrant”) to a third-party service provider to purchase 3,066,141 shares of the Company’s common stock in exchange for services provided in the issuance of the July 2024 Notes (refer to Note 13 – Borrowings and Derivative Liabilities). The Cantor Warrant is immediately exercisable at a price of $1.68 per share and has an expiration date in July 2029. At issuance, the fair value of the Cantor Warrant was determined to be $1.4 million, of which $0.9 million was recorded as a debt discount and $0.5 million was attributable to the convertible notes issued in the Exchange Agreement and reduced the gain on the troubled debt restructuring (refer to Note 13 – Borrowings and Derivative Liabilities). The fair value of the warrant was derived using the Black-Scholes model with the following assumptions: expected volatility of 55%; risk-free interest rate of 4.2%; expected term of 5 years; and no dividend yield. The warrant is recorded within additional paid-in capital on the Company’s unaudited condensed consolidated balance sheets and is not remeasured in future periods as it meets the conditions for equity classification.

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 29, 2024

Schedule of Activity by Period Relating to the Company’s Warranty Provision

Activity by period relating to the Company’s warranty provision was as follows (in thousands):

	Thirty-Nine Weeks Ended September 29, 2024			Year Ended December 31, 2023
Warranty provision, beginning of period	$	4,849		$	3,981
Accruals for new warranties issued		830			2,968
Settlements		(932	)		(2,100	)
Warranty provision, end of period	$	4,747		$	4,849
Warranty provision, current	$	1,425		$	1,433
Warranty provision, noncurrent	$	3,322		$	3,416

Warrants (Details) - Schedule of Liability-Classified Warrants - USD ($) $ in Thousands	Sep. 29, 2024	Dec. 31, 2023
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability	$ 6,597	$ 11,127
Carlyle warrant [Member]
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability		9,515
Replacement warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability		1,310
Public warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability	2,242	167
Private placements warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability	3,908	122
Working capital warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability	$ 447	$ 13

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482907/825-10-50-10

Property and Equipment, Net [Abstract]

Property and Equipment, Net

9 Months Ended

Sep. 29, 2024

Property and Equipment, Net

(8)

Property and Equipment, Net

Property and equipment, net consists of the following (in thousands, except year data):

	Estimated	As of
	Useful Lives (Years)	September 29, 2024			December 31, 2023
Developed software	5	$	624		$	6,993
Manufacturing equipment	3		73			131
Furniture and equipment	3		96			96
Leasehold improvements	5		—			708
Total property and equipment			793			7,928
Less: accumulated depreciation and amortization			(203	)		(3,611	)
Total property and equipment, net		$	590		$	4,317

Depreciation and amortization expense from continuing operations totaled $0.3 million and $0.3 million for the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively. Depreciation and amortization expense from continuing operations totaled $1.0 million and $0.6 million for the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively.

The Company recognized a $3.7 million impairment and loss on disposal of property and equipment for the thirteen and thirty-nine week periods ended September 29, 2024 which includes (i) $3.4 million impairment of its proprietary HelioTrack^TM software system and (ii) $0.3 million of leasehold improvements relating to its Fremont location. The Company impaired the value of its HelioTrack^TMsoftware as this software has no future use following the completion of the migration to software that will be acquired in the SunPower acquisition. Refer to Note 20 – Subsequent Events for a further description of the SunPower acquisition.

Forward Purchase Agreements (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Jul. 17, 2024

Dec. 18, 2023

Sep. 29, 2024

Oct. 01, 2023

Sep. 29, 2024

Oct. 01, 2023

Dec. 31, 2024

Jun. 14, 2024

Dec. 31, 2023

Ordinary shares, par value

$ 0.0001

Reset price per share

10.56

$ 1

Shares issued (in Shares)

$ 3

Terminated price

$ 2

2,450,000

Anti-dilution provisions (in Dollars)

$ 10,000

$ 14

$ 7

Other income (expense) (in Dollars)

^[1]

(65,684)

$ (38,003)

$ (66,234)

$ (28,302)

Forward purchase liabilities (in Dollars)

$ 6,700

Complete Solaria Common Stock [Member]

Shares issued (in Shares)

6,720,000

Forward Purchase Agreements [Member]

Aggregate share purchase (in Shares)

6,720,000

Shares issued (in Shares)

$ 5

6,300,000

Other income (expense) (in Dollars)

$ 35,500

Forward purchase liabilities (in Dollars)

7,700

FPA [Member]

Forward purchase liabilities (in Dollars)

4,900

Other asset (in Dollars)

1,100

Due to related parties (in Dollars)

3,800

FPA [Member] | Related Party [Member]

Due to related parties (in Dollars)

Other asset (in Dollars)

$ 900

$ 3,200

Maximum [Member] | FPA [Member]

Minimum [Member] | VWAP [Member]

$ 3

$ 1

Forecast [Member]

Forecast [Member] | VWAP [Member]

Reset price per share

$ 1

Summary of Significant Accounting Policies [Abstract]

Reset price per share

$ 1

[1]

Other expense, net includes $12.0 million and $15.6 million of other expense attributed to related parties for the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively. Other expense, net includes other expense, net attributed to related parties of $36.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 29, 2024

Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash

The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands):

	September 29, 2024		December 31, 2023
Cash and cash equivalents	$	79,502	$	2,593
Restricted cash		3,841		3,823
Total cash, cash equivalents and restricted cash	$	83,343	$	6,416

Schedule of Revenue Recognized By Product and Services

Refer to the table below for the Company’s revenue recognized by product and service type (in thousands):

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 29,		October 1,		September 29,		October 1,
	2024		2023		2024		2023
Solar energy system installations	$	5,536	$	23,915	$	19,932	$	64,511
Software enhanced services		—		675		136		2,376
Total revenue	$	5,536	$	24,590	$	20,068	$	66,887

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Oct. 01, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (77,958)	$ (206,882)	$ (103,440)	$ (241,906)	$ (241,906)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Fair Value Measurements

9 Months Ended

Sep. 29, 2024

Fair Value Measurements [Abstract]

Fair Value Measurements

(3)

Fair Value Measurements

The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis (in thousands):

	As of September 29, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Forward purchase agreements ⁽¹⁾		⸺		—		1,076		1,076
Total	$	3,841	$	—	$	1,076	$	4,917
Financial Liabilities
Derivative liabilities	$	—	$	—	$	92,104	$	92,104
Public warrants		2,242		—		—		2,242
Private placement warrants		—		—		3,908		3,908
Working capital warrants		—		—		447		447
SAFE Agreements		—		—		1,900		1,900
Total	$	2,242	$	—	$	98,359	$	100,601

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Asset
Restricted cash	$	3,823	$	—	$	—	$	3,823

Financial Liabilities
Carlyle warrant	$	—	$	—	$	9,515	$	9,515
Public warrants		167		—		—		167
Private placement warrants		—		122		—		122
Working capital warrants		—		14		—		14
Replacement warrants		—		—		1,310		1,310
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,831		3,831
Total	$	167	$	136	$	14,656	$	14,959

(1)	Of the balances as of September 29, 2024 and December 31, 2023, $0.9 million of the asset balance and $3.2 million of the liability balance, respectively, are with related parties. Refer to Note 19, Related Party Transactions for further details.

Derivative liabilities

The Company issued derivative liabilities in conjunction with the issuance of certain convertible notes in July 2024 and September 2024 (refer to Note 13 – Borrowings and Derivative Liabilities). The Company valued the derivative liabilities as of their issuance date and as of September 29, 2024 using a binomial lattice model, which includes level 3 unobservable inputs. The key inputs used were dividend yield, the Company’s common stock price, volatility, risk-free rate and the expected term of the derivative liabilities. As of September 29, 2024, the derivative liability valuation included the following inputs:

	September 29, 2024
Expected term		4.76 years
Expected volatility		54.0	%
Risk-free interest rate		3.5	%
Common stock price	$	2.93
Expected dividend yield		0.0	%

Carlyle Warrants

As part of the Company’s amended and restated warrant agreement with CRSEF Solis Holdings, LLC and its affiliates (“Carlyle”), the Company issued Carlyle a warrant to purchase shares of Complete Solaria Common Stock at a price per share of $0.01. Refer to Note 12 – Warrants for further details.

The Company valued the warrants based on a Black-Scholes Option Pricing Method, which included the following inputs:

	December 31, 2023
Expected term		7.0 years
Expected volatility		77.0	%
Risk-free interest rate		3.92	%
Expected dividend yield		0.0	%

In connection with an exchange of debt effective July 1, 2024, as discussed in Note 13 – Borrowings and Derivative Liabilities, the number of shares expected to be issued in connection with the Carlyle warrant became fixed and the Carlyle warrant was reclassified from liability to equity. Accordingly, the Carlyle warrant is not subject to a fair value measurement as of September 29, 2024.

Public Warrants

The public warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument.

Private Placement and Working Capital Warrants

The private placement and working capital warrants are measured at fair value. The Company valued the private placement and working capital warrants as of September 29, 2024, based on a Black-Scholes Option Pricing Method, which included the following inputs:

	September 29, 2024
Expected term		3.8 years
Expected volatility		69.24	%
Risk-free interest rate		3.5	%
Expected dividend yield		0.0	%

Forward Purchase Agreement

Forward Purchase Agreements are measured at fair value on a recurring basis using a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period, which included the following inputs:

	September 29, 2024			December 31, 2023
VWAP stock price	$	2.86		$	1.66
Simulation period		0.8 years			1.55 years
Risk-free interest rate		4.07	%		4.48	%
Volatility		76.0	%		95.0	%

SAFE Agreement

The SAFE Agreement was valued based on a conversion probability of 90% based on historical SAFE agreements and a 50% discount rate at the time of conversion.

Replacement Warrants

There were no replacement warrants as of September 29, 2024. The Company valued the Replacement Warrants as of December 31, 2023, based on a Black-Scholes Option Pricing Method, which included the following inputs:

	December 31, 2023
Expected term		0.3 years
Expected volatility		78.5	%
Risk-free interest rate		5.4	%
Expected dividend yield		0.0	%

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

Schedule of Other Income (Expense), Net [Line Items]

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 29, 2024	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Restricted cash balance (in Dollars)	$ 3,841	$ 3,841		$ 3,841		$ 3,823
Deferred long-term service contract (in Dollars)	1,000	1,000		1,000		1,200
Deferred commissions (in Dollars)	$ 1,200	$ 1,200		1,200		$ 4,200
Deferred revenue (in Dollars)				2,400	$ 2,500
Direct offering costs (in Dollars)				$ 5,700
Customer Concentration Risk [Member] \| Customer [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	27.00%
Customer Concentration Risk [Member] \| Customer One [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	18.00%					38.00%
Customer Concentration Risk [Member] \| Customer Two [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	13.00%
Credit Concentration Risk [Member] \| Customer Two [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage						16.00%
Supplier Concentration Risk [Member] \| Inventory Purchases [Member] \| Suppliers One [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage		56.00%	84.00%	65.00%
Supplier Concentration Risk [Member] \| Inventory Purchases [Member] \| Suppliers Two [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage		23.00%		20.00%	86.00%
Supplier Concentration Risk [Member] \| Inventory Purchases [Member] \| Suppliers Three [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage		18.00%		10.00%

Other (Expense) Income, Net (Details) - Schedule of Other (Expense) Income, Net - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 29, 2024

Oct. 01, 2023

Sep. 29, 2024

Oct. 01, 2023

Loss on issuance of derivative liabilities

^[1]

$ (24,688)

Issuance of shares in connection with the forward purchase agreements

37,875

(35,490)

Change in fair value of SAFE Agreement

^[2]

(900)

Loss on conversion of SAFE Agreements to common stock

^[3]

(1,250)

Other, net

(85)

(94)

(499)

191

Total other (expense) income, net

^[4]

(65,684)

(38,003)

(66,234)

(28,302)

Other financing costs

(3,812)

Loss on CS Solis debt extinguishment

(10,338)

Bonus shares issued in connection with the Mergers

^[1],[5]

(2,394)

Issuance of forward purchase agreements

^[6]

Change in fair value of derivative liabilities [Member]

Schedule of Other Income (Expense), Net [Line Items]

Change in fair value of redeemable convertible preferred stock warrant liability [Member]

^[7]

(37,875)

Schedule of Other Income (Expense), Net [Line Items]

Change in fair value of Carlyle warrants [Member]

1,310

9,455

Schedule of Other Income (Expense), Net [Line Items]

Change in fair value of FACT public, private placement and working capital warrants [Member]

12,689

2,869

12,689

Schedule of Other Income (Expense), Net [Line Items]

Change in fair value of forward purchase agreement liabilities [Member]

(6,052)

4,170

(6,295)

4,170

Schedule of Other Income (Expense), Net [Line Items]

Property and Equipment, Net [Abstract]

^[3]

$ 7,728

$ (6,661)

$ 4,906

$ (6,661)

[1]	Includes $3.0 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.
[2]	The SAFE Agreements were entered into with a related party, and the loss on the conversion of the SAFE Agreements to shares of the Company’s common stock is a related party transaction. Refer to Note 14 – SAFE Agreements and Note 19 – Related Party Transactions for further information.
[3]	Includes $6.5 million and $4.1 million of income for the thirteen and thirty-nine weeks ended September 29, 2024, respectively and $5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, for the change in the fair value of forward purchase agreements with related parties.
[4]	Other expense, net includes $12.0 million and $15.6 million of other expense attributed to related parties for the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively. Other expense, net includes other expense, net attributed to related parties of $36.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023.
[5]	Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers.
[6]	Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties.
[7]	Includes $14.7 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 29, 2024

Schedule of Property and Equipment, Net

Property and equipment, net consists of the following (in thousands, except year data):

	Estimated	As of
	Useful Lives (Years)	September 29, 2024			December 31, 2023
Developed software	5	$	624		$	6,993
Manufacturing equipment	3		73			131
Furniture and equipment	3		96			96
Leasehold improvements	5		—			708
Total property and equipment			793			7,928
Less: accumulated depreciation and amortization			(203	)		(3,611	)
Total property and equipment, net		$	590		$	4,317

Basic and Diluted Net Loss Per Share (Tables)

9 Months Ended

Sep. 29, 2024

Basic and Diluted Net Loss Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 29, 2024			October 1, 2023			September 29, 2024			October 1, 2023
Numerator:
Net loss from continuing operations	$	(77,958	)	$	(50,973	)	$	(101,433	)	$	(73,448	)
Net loss from discontinued operations		—			(155,909	)		(2,007	)		(168,458	)
Net loss	$	(77,958	)	$	(206,882	)	$	(103,440	)	$	(241,906	)
Denominator:
Weighted average common shares outstanding, basic and diluted		75,348,627			39,821,078			61,868,747			16,969,979
Net loss per share:
Continuing operations – basic and diluted	$	(1.03	)	$	(1.28	)	$	(1.64	)	$	(4.33	)
Discontinued operations – basic and diluted	$	—		$	(3.92	)	$	(0.03	)	$	(9.92	)
Net loss per share – basic and diluted	$	(1.03	)	$	(5.20	)	$	(1.67	)	$	(14.25	)

Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share

	As of
	September 29, 2024		October 1, 2023
Common stock warrants		31,670,265		23,626,132
Common stock issuable for convertible notes		58,579,636		⸺
Stock options and RSUs issued and outstanding		14,170,385		7,013,514
Potential common shares excluded from diluted net loss per share		104,420,286		30,639,646

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 29, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 29, 2024

Prepaid Expenses and Other Current Assets [Abstract]

Prepaid Expenses and Other Current Assets

(6)

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	As of
	September 29, 2024		December 31, 2023
Deferred commissions	$	1,177	$	4,185
Inventory deposits		—		616
Other		11,639		1,016
Total prepaid expenses and other current assets	$	12,816	$	5,817

Fair Value Measurements (Tables)

9 Months Ended

Sep. 29, 2024

Fair Value Measurements [Abstract]

Schedule of Financial Assets and Liabilities that are Measured at Fair Value, on a Recurring Basis

The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis (in thousands):

	As of September 29, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Forward purchase agreements ⁽¹⁾		⸺		—		1,076		1,076
Total	$	3,841	$	—	$	1,076	$	4,917
Financial Liabilities
Derivative liabilities	$	—	$	—	$	92,104	$	92,104
Public warrants		2,242		—		—		2,242
Private placement warrants		—		—		3,908		3,908
Working capital warrants		—		—		447		447
SAFE Agreements		—		—		1,900		1,900
Total	$	2,242	$	—	$	98,359	$	100,601

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Asset
Restricted cash	$	3,823	$	—	$	—	$	3,823

Financial Liabilities
Carlyle warrant	$	—	$	—	$	9,515	$	9,515
Public warrants		167		—		—		167
Private placement warrants		—		122		—		122
Working capital warrants		—		14		—		14
Replacement warrants		—		—		1,310		1,310
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,831		3,831
Total	$	167	$	136	$	14,656	$	14,959

(1)	Of the balances as of September 29, 2024 and December 31, 2023, $0.9 million of the asset balance and $3.2 million of the liability balance, respectively, are with related parties. Refer to Note 19, Related Party Transactions for further details.

Schedule of Measurement Input

As of September 29, 2024, the derivative liability valuation included the following inputs:

	September 29, 2024
Expected term		4.76 years
Expected volatility		54.0	%
Risk-free interest rate		3.5	%
Common stock price	$	2.93
Expected dividend yield		0.0	%

The Company valued the warrants based on a Black-Scholes Option Pricing Method, which included the following inputs:

	December 31, 2023
Expected term		7.0 years
Expected volatility		77.0	%
Risk-free interest rate		3.92	%
Expected dividend yield		0.0	%

The Company valued the private placement and working capital warrants as of September 29, 2024, based on a Black-Scholes Option Pricing Method, which included the following inputs:

	September 29, 2024
Expected term		3.8 years
Expected volatility		69.24	%
Risk-free interest rate		3.5	%
Expected dividend yield		0.0	%

The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period, which included the following inputs:

	September 29, 2024			December 31, 2023
VWAP stock price	$	2.86		$	1.66
Simulation period		0.8 years			1.55 years
Risk-free interest rate		4.07	%		4.48	%
Volatility		76.0	%		95.0	%

The Company valued the Replacement Warrants as of December 31, 2023, based on a Black-Scholes Option Pricing Method, which included the following inputs:

	December 31, 2023
Expected term		0.3 years
Expected volatility		78.5	%
Risk-free interest rate		5.4	%
Expected dividend yield		0.0	%

Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities that are Measured at Fair Value, on a Recurring Basis - USD ($)
$ in Thousands

Sep. 29, 2024

Dec. 31, 2023

$ 4,917

100,601

$ 14,959

Level 1 [Member]

3,841

2,242

167

Level 2 [Member]

136

Level 3 [Member]

1,076

98,359

14,656

Restricted cash [Member]

Restricted cash [Member] | Level 1 [Member]

3,841

3,823

Restricted cash [Member] | Level 2 [Member]

3,841

3,823

Restricted cash [Member] | Level 3 [Member]

Forward purchase agreements [Member]

Forward purchase agreements [Member] | Level 1 [Member]

^[1]

1,076

Forward purchase agreements [Member] | Level 2 [Member]

Forward purchase agreements [Member] | Level 3 [Member]

Derivative liability [Member]

^[1]

1,076

Derivative liability [Member] | Level 1 [Member]

92,104

Derivative liability [Member] | Level 2 [Member]

Derivative liability [Member] | Level 3 [Member]

92,104

Public warrants [Member]

Public warrants [Member] | Level 1 [Member]

2,242

167

Public warrants [Member] | Level 2 [Member]

2,242

167

Public warrants [Member] | Level 3 [Member]

Private placement warrants [Member]

Private placement warrants [Member] | Level 1 [Member]

3,908

122

Private placement warrants [Member] | Level 2 [Member]

Private placement warrants [Member] | Level 3 [Member]

122

Working capital warrants [Member]

3,908

Working capital warrants [Member] | Level 1 [Member]

447

Working capital warrants [Member] | Level 2 [Member]

Working capital warrants [Member] | Level 3 [Member]

447

SAFE Agreements [Member]

SAFE Agreements [Member] | Level 1 [Member]

1,900

SAFE Agreements [Member] | Level 2 [Member]

SAFE Agreements [Member] | Level 3 [Member]

$ 1,900

Carlyle warrant [Member]

Carlyle warrant [Member] | Level 1 [Member]

9,515

Carlyle warrant [Member] | Level 2 [Member]

Carlyle warrant [Member] | Level 3 [Member]

Replacement warrants [Member]

9,515

Replacement warrants [Member] | Level 1 [Member]

1,310

Replacement warrants [Member] | Level 2 [Member]

Replacement warrants [Member] | Level 3 [Member]

Forward purchase agreement liabilities [MEmber]

1,310

Forward purchase agreement liabilities [MEmber] | Level 1 [Member]

^[1]

3,831

Forward purchase agreement liabilities [MEmber] | Level 2 [Member]

Forward purchase agreement liabilities [MEmber] | Level 3 [Member]

Employee Stock Purchase Plan [Abstract]

^[1]

$ 3,831

[1]	Of the balances as of September 29, 2024 and December 31, 2023, $0.9 million of the asset balance and $3.2 million of the liability balance, respectively, are with related parties. Refer to Note 19, Related Party Transactions for further details.

Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - Accounts Payable and Accrued Liabilities [Member] - USD ($) $ in Thousands	Sep. 29, 2024	Dec. 31, 2023
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities [Line Items]
Accrued compensation and benefits	$ 5,674	$ 3,969
Accrued legal settlements	7,700	7,700
Professional fees	2,738	2,910
Accrued term loan and revolving loan final payment fees	2,400	2,400
Deferred financing fees	6,196	2,909
Accrued warranty	1,425	1,433
Warrant liability		1,310
Accrued interest	901	194
Other accrued liabilities	2,791	5,045
Total accrued expenses and other current liabilities	$ 29,825	$ 27,870

Employee Stock Purchase Plan

9 Months Ended

Sep. 29, 2024

Employee Stock Purchase Plan

(16)

Employee Stock Purchase Plan

The Company adopted an Employee Stock Purchase Plan (the “ESPP Plan”) in connection with the consummation of the Mergers in July 2023. All qualified employees may voluntarily enroll to purchase shares of the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock of the offering periods or the applicable purchase date. As of September 29, 2024, 2,628,996 shares were reserved for future issuance under the ESPP Plan.

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 29, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	72,977,921	49,065,361
Common stock, shares outstanding	72,977,921	49,065,361

Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2024	Sep. 29, 2024	Oct. 01, 2023
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items]
Cash proceeds			$ 14,102
Less: Cash payment	$ (1,170)
Net cash proceeds upon the closing of the Mergers and PIPE financing	19,658
Net contributions from the Mergers and PIPE financing upon closing	9,523
PIPE [Member]
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items]
Cash proceeds	12,800
FACT [Member]
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items]
Less: Cash payment	(10,680)
Less: non-cash net liabilities assumed from FACT	(10,135)
FPA [Member]
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items]
Less: Cash payment	(17,831)
FACT [Member]
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items]
Cash proceeds	$ 36,539

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 29, 2024

Oct. 01, 2023

Sep. 29, 2024

Oct. 01, 2023

Income Statement [Abstract]

Revenues

$ 5,536

$ 24,590

$ 20,068

$ 66,887

Cost of revenues

8,693

18,354

21,834

51,788

Gross (loss) profit

(3,157)

6,236

(1,766)

15,099

Operating expenses:

Sales commissions

7,270

8,755

11,691

23,221

Sales and marketing

1,093

2,214

3,762

5,216

General and administrative

18,450

6,345

29,789

22,965

Total operating expenses

26,813

17,314

45,242

51,402

Loss from continuing operations

(29,970)

(11,078)

(47,008)

(36,303)

Interest expense

^[1]

(2,338)

(1,902)

(8,230)

(8,870)

Interest income

102

Other expense, net

^[2]

(65,684)

(38,003)

(66,234)

(28,302)

Gain on extinguishment of debt

19,948

Total other (expense)

(47,988)

(39,896)

(54,414)

(37,146)

Loss from continuing operations before income taxes

(77,958)

(50,974)

(101,422)

(73,449)

Income tax (provision) benefit

(11)

Net loss from continuing operations

(77,958)

(50,973)

(101,433)

(73,448)

Discontinued operations (Note 7):

Loss from discontinued operations, net of tax

(8,404)

(2,007)

(20,953)

Impairment loss from discontinued operations

(147,505)

Net loss from discontinued operations, net of taxes

(155,909)

(2,007)

(168,458)

(77,958)

(206,882)

(103,440)

(241,906)

Other comprehensive income:

Comprehensive loss (net of tax)

$ (77,958)

$ (206,872)

$ (103,418)

$ (241,882)

Net loss from continuing operations per share attributable to common stockholders, basic (in Dollars per share)

$ (1.03)

$ (1.28)

$ (1.64)

$ (4.33)

Net loss from continuing operations per share attributable to common stockholders, diluted (in Dollars per share)

(1.03)

(1.28)

(1.64)

(4.33)

Net loss from discontinued operations per share attributable to common stockholders, basic (in Dollars per share)

(3.92)

(0.03)

(9.92)

Net loss from discontinued operations per share attributable to common stockholders, diluted (in Dollars per share)

(3.92)

(0.03)

(9.92)

Net loss per share attributable to common stockholders, basic (in Dollars per share)

(1.03)

(5.2)

(1.67)

(14.25)

Net loss per share attributable to common stockholders, diluted (in Dollars per share)

$ (1.03)

$ (5.2)

$ (1.67)

$ (14.25)

Weighted-average shares used to compute net loss per share, basic (in Shares)

75,348,627

39,821,078

61,868,747

16,969,979

Weighted-average shares used to compute net loss per share, diluted (in Shares)

75,348,627

39,821,078

61,868,747

16,969,979

[1]	Includes interest expense to related parties of $1.0 million and $1.3 million during the thirteen and thirty-nine weeks ended September 29, 2024, respectively. Includes interest expense to related parties of less than $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively.
[2]	Other expense, net includes $12.0 million and $15.6 million of other expense attributed to related parties for the thirteen weeks and thirty-nine weeks ended September 29, 2024, respectively. Other expense, net includes other expense, net attributed to related parties of $36.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023.

Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 29, 2024	Dec. 31, 2023
Fair Value Measurements [Line Items]
Conversion probability of percentage	90.00%
FPA [Member]
Fair Value Measurements [Line Items]
Other assets	$ 1.1
Other liabilities		$ 3.8
FPA [Member] \| Related Party [Member]
Fair Value Measurements [Line Items]
Other assets	$ 0.9
Other liabilities		$ 3.2
SAFE Agreements [Member]
Fair Value Measurements [Line Items]
Discount rate of conversion	50.00%
Carlyle Warrants [Member]
Fair Value Measurements [Line Items]
Price per share	$ 0.01

Reverse Recapitalization (Tables)

9 Months Ended

Sep. 29, 2024

Reverse Recapitalization [Abstract]

Schedule of Reconciles Elements of the Merger

The following table reconciles the elements of the Mergers to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statements of stockholders’ deficit for the thirty-nine weeks ended October 1, 2023 (in thousands):

	Recapitalization
Cash proceeds from FACT, net of redemptions	$	36,539
Cash proceeds from PIPE Financing		12,800
Less: cash payment of FACT transaction costs and underwriting fees		(10,680	)
Less: cash payment to FPA investors for rebates and recycled shares		(17,831	)
Less: cash payment for Promissory Note		(1,170	)
Net cash proceeds upon the closing of the Mergers and PIPE financing		19,658
Less: non-cash net liabilities assumed from FACT		(10,135	)
Net contributions from the Mergers and PIPE financing upon closing	$	9,523

Schedule of Common Stock Outstanding

The following table presents the number of shares of Complete Solaria common stock outstanding immediately following the consummation of the Mergers:

	Recapitalization
FACT Class A Ordinary Shares, outstanding prior to Mergers		34,500,000
FACT Class B Ordinary Shares, outstanding prior to Mergers		8,625,000
Bonus shares issued to sponsor		193,976
Bonus shares issued to PIPE investors		120,000
Bonus shares issued to FPA investors		150,000
Shares issued from PIPE financing		1,690,000
Shares issued from FPA agreements, net of recycled shares		5,558,488
Less: redemption of FACT Class A Ordinary Shares		(31,041,243	)
Total shares from the Mergers and PIPE Financing		19,796,221
Legacy Complete Solaria shares		20,034,257
2022 Convertible Note Shares		5,460,075
Shares of Complete Solaria Common stock immediately after Mergers		45,290,553

Common Stock (Details) - Schedule of Reserved Shares of Common Stock	Sep. 29, 2024 shares
Schedule of Reserved Shares of Common Stock [Abstract]
Common stock warrants	31,670,265
Employee stock purchase plan	2,628,996
Stock options and RSUs, issued and outstanding	14,170,385
Stock options and RSUs, authorized for future issuance	945,059
Total shares reserved	49,414,705

Other (Expense) Income, Net (Tables)

9 Months Ended

Sep. 29, 2024

Other (Expense) Income, Net [Abstract]

Schedule of Other (Expense) Income, Net

Other expense, net consists of the following (in thousands):

	Thirteen-Weeks Ended						Thirty-Nine Weeks Ended
	September 29, 2024			October 1, 2023			September 29, 2024			October 1, 2023
Loss on issuance of derivative liabilities⁽¹⁾	$	(24,688	)	$	—		$	(24,688	)	$	—
Change in fair value of derivative liabilities⁽²⁾		(37,875	)		—			(37,875	)		—
Change in fair value of redeemable convertible preferred stock warrant liability		—			39			1,310			9,455
Change in fair value of Carlyle warrants		—			12,689			2,869			12,689
Change in fair value of FACT public, private placement and working capital warrants		(6,052	)		4,170			(6,295	)		4,170
Other financing costs		(3,812	)		—			(3,812	)		—
Loss on CS Solis debt extinguishment		—			(10,338	)		—			(10,338	)
Bonus shares issued in connection with the Mergers⁽³⁾		—			(2,394	)		—			(2,394	)
Issuance of forward purchase agreements⁽⁴⁾		—			76			—			76
Change in fair value of forward purchase agreement liabilities⁽⁵⁾		7,728			(6,661	)		4,906			(6,661	)
Issuance of shares in connection with the forward purchase agreements		—			(35,490	)		—			(35,490	)
Change in fair value of SAFE Agreement⁽⁶⁾		(900	)		—			(900	)		—
Loss on conversion of SAFE Agreements to common stock⁽⁶⁾		—			—			(1,250	)		—
Other, net		(85	)		(94	)		(499	)		191
Total other expense, net	$	(65,684	)	$	(38,003	)	$	(66,234	)	$	(28,302	)

⁽¹⁾	Includes $3.0 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.
⁽²⁾	Includes $14.7 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.
⁽³⁾	Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers.
⁽⁴⁾	Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties.
⁽⁵⁾	Includes $6.5 million and $4.1 million of income for the thirteen and thirty-nine weeks ended September 29, 2024, respectively and $5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, for the change in the fair value of forward purchase agreements with related parties.
⁽⁶⁾	The SAFE Agreements were entered into with a related party, and the loss on the conversion of the SAFE Agreements to shares of the Company’s common stock is a related party transaction. Refer to Note 14 – SAFE Agreements and Note 19 – Related Party Transactions for further information.

Stock-Based Compensation (Details) - Schedule of Summary of RSU Activity - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 29, 2024 $ / shares shares
Schedule of Summary of RSU Activity [Line Items]
Number of RSUs, Unvested, Beginning balance \| shares	58,097
Weighted average grant date fair value, Unvested, Beginning balance \| $ / shares	$ 2.07
Number of RSUs, Granted \| shares	2,466,284
Weighted average grant date fair value, Granted \| $ / shares
Number of RSUs, Vested and released \| shares	(88,215)
Weighted average grant date fair value, Vested and released \| $ / shares
Number of RSUs, Cancelled or forfeited \| shares
Weighted average grant date fair value, Cancelled or forfeited \| $ / shares
Number of RSUs, Unvested , Ending balance \| shares	2,436,166
Weighted average grant date fair value, Unvested, Ending balance \| $ / shares	$ 1.78

Commitments and Contingencies (Details) - Schedule of Activity by Period Relating to the Company’s Warranty Provision - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 29, 2024	Dec. 31, 2023
Schedule of Activity by Period Relating to the Company’s Warranty Provision [Abstract]
Warranty provision, beginning of period	$ 4,849	$ 3,981
Accruals for new warranties issued	830	2,968
Settlements	(932)	(2,100)
Warranty provision, end of period	4,747	4,849
Warranty provision, current	1,425	1,433
Warranty provision, noncurrent	$ 3,322	$ 3,416

Reverse Recapitalization (Details) - USD ($) $ in Millions		9 Months Ended
Reverse Recapitalization (Details) - USD ($) $ in Millions	Jul. 31, 2023	Sep. 29, 2024	Dec. 31, 2023
Reverse Recapitalization [Line Items]
Net cash proceeds	$ 19.7
Non-cash net liabilities assumed	$ 10.1
Common shares issued (in Shares)		72,977,921	49,065,361
Common shares outstanding (in Shares)		72,977,921	49,065,361
Cash payments			$ 5.4
Legacy Complete Solaria [Member]
Reverse Recapitalization [Line Items]
Professional fees		$ 15.8
Additional paid-in capital		5.2
Maximum [Member]
Reverse Recapitalization [Line Items]
Additional paid-in capital		$ 15.8
Class A Common Stock [Member] \| Merger [Member]
Reverse Recapitalization [Line Items]
Common shares issued (in Shares)		45,290,553
Common shares outstanding (in Shares)		45,290,553
FACT [Member]
Reverse Recapitalization [Line Items]
Additional paid-in capital		$ 10.6

Cover - shares	9 Months Ended
Cover - shares	Sep. 29, 2024	Nov. 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 29, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	COMPLETE SOLARIA, INC.
Entity Central Index Key	0001838987
Entity File Number	001-40117
Entity Tax Identification Number	93-2279786
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, Date of Incorporation	Feb. 22, 2010
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	45700 Northport Loop East
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
Entity Phone Fax Numbers [Line Items]
City Area Code	(510)
Local Phone Number	270-2507
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		73,767,268
Common stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CSLR
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one common stock
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one common stock
Trading Symbol	CSLRW
Security Exchange Name	NASDAQ

SAFE Agreements

9 Months Ended

Sep. 29, 2024

SAFE Agreements [Abstract]

SAFE Agreements

(14)

SAFE Agreements

First SAFE

On January 31, 2024, the Company entered into a simple agreement for future equity (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”), a related party, in connection with the Purchaser investing $1.5 million in the Company. The First SAFE does not accrue interest. The First SAFE was initially convertible into shares of the Company’s common stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company would have issued and sold shares of its common stock at a fixed valuation (an “Equity Financing”), at a per share conversion price which was equal to the lower of (i) (a) $53.54 million divided by (b) the Company’s capitalization immediately prior to such Equity Financing (such conversion price, the “SAFE Price”), and (ii) 80% of the price per share of its common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the First SAFE, the Purchaser would have been automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of shares of common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) the Company’s capitalization immediately prior to such liquidity event (the “Liquidity Price”), subject to certain adjustments as set forth in the First SAFE. The First SAFE was convertible into a maximum of 1,431,297 shares of the Company’s common stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price per share of the Company’s common stock on January 31, 2024, multiplied by (ii) 80%.

On April 21, 2024, the Company entered into an amendment (“First SAFE Amendment”) that converted the First SAFE investment of $1.5 million into 4,166,667 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE Agreement of $1.5 million, a credit to Additional paid-in-capital of $1.9 million and recognized expense of $0.4 million within Other expense, net in its unaudited condensed consolidated statement of operations.

Second SAFE

On February 15, 2024, the Company entered into a simple agreement for future equity (the “Second SAFE”) with the Purchaser, a related party, in connection with the Purchaser investing $3.5 million in the Company. The Second SAFE does not accrue interest. The Second SAFE was initially convertible into shares of the Company’s common stock upon the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i) the Second SAFE Price, and (ii) 80% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of the Company’s common stock equal to $3.5 million divided by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible into a maximum of 3,707,627 shares of the Company’s common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing per share price of its common stock on February 15, 2024, multiplied by (ii) 80%.

On April 21, 2024, the Company entered into an amendment (“Second SAFE Amendment”) that converted the Second SAFE investment of $3.5 million into 9,722,222 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE Agreement of $3.5 million, a credit to Additional paid-in-capital of $4.4 million and recognized expense of $0.9 million within Other expense, net in its unaudited condensed consolidated statement of operations.

Third SAFE

On May 13, 2024, the Company entered into a simple agreement for future equity (the “Third SAFE”) with the Purchaser, a related party, in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE is convertible into shares of the Company’s common stock upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its common stock in an Equity Financing, at a per share conversion price which is equal to 50% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummates a change of control prior to the termination of the Third SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as set forth in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company’s common stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Company’s common stock on May 13, 2024, multiplied by (ii) 50%. Given that the SAFE could be settled in cash or a variable number of shares, the Company has accounted for the instrument as a liability at its fair value.

As of September 29, 2024, the Company estimated the fair value of the Third SAFE was $1.9 million based upon the assumptions disclosed in Note 3 – Fair Value Measurements.

Stock-Based Compensation (Details) - Schedule of Stock Based Compensation Expense - Share-Based Payment Arrangement [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Schedule of Stock Based Compensation Expense [Line Items]
Total stock-based compensation expense from continuing operations	$ 1,516	$ 1,579	$ 4,086	$ 2,321
Stock-based compensation from discontinued operations, net of tax		535		1,835
Total stock-based compensation expense	1,516	2,114	4,086	4,156
Cost of revenues [Member]
Schedule of Stock Based Compensation Expense [Line Items]
Total stock-based compensation expense from continuing operations	49	20	105	51
Sales and marketing [Member]
Schedule of Stock Based Compensation Expense [Line Items]
Total stock-based compensation expense from continuing operations	196	143	490	337
General and administrative [Member]
Schedule of Stock Based Compensation Expense [Line Items]
Total stock-based compensation expense from continuing operations	$ 1,271	$ 1,416	$ 3,491	$ 1,933

Other (Expense) Income, Net

9 Months Ended

Sep. 29, 2024

Other (Expense) Income, Net [Abstract]

Other (Expense) Income, Net

(10)

Other Expense, Net

Other expense, net consists of the following (in thousands):

	Thirteen-Weeks Ended						Thirty-Nine Weeks Ended
	September 29, 2024			October 1, 2023			September 29, 2024			October 1, 2023
Loss on issuance of derivative liabilities⁽¹⁾	$	(24,688	)	$	—		$	(24,688	)	$	—
Change in fair value of derivative liabilities⁽²⁾		(37,875	)		—			(37,875	)		—
Change in fair value of redeemable convertible preferred stock warrant liability		—			39			1,310			9,455
Change in fair value of Carlyle warrants		—			12,689			2,869			12,689
Change in fair value of FACT public, private placement and working capital warrants		(6,052	)		4,170			(6,295	)		4,170
Other financing costs		(3,812	)		—			(3,812	)		—
Loss on CS Solis debt extinguishment		—			(10,338	)		—			(10,338	)
Bonus shares issued in connection with the Mergers⁽³⁾		—			(2,394	)		—			(2,394	)
Issuance of forward purchase agreements⁽⁴⁾		—			76			—			76
Change in fair value of forward purchase agreement liabilities⁽⁵⁾		7,728			(6,661	)		4,906			(6,661	)
Issuance of shares in connection with the forward purchase agreements		—			(35,490	)		—			(35,490	)
Change in fair value of SAFE Agreement⁽⁶⁾		(900	)		—			(900	)		—
Loss on conversion of SAFE Agreements to common stock⁽⁶⁾		—			—			(1,250	)		—
Other, net		(85	)		(94	)		(499	)		191
Total other expense, net	$	(65,684	)	$	(38,003	)	$	(66,234	)	$	(28,302	)

⁽¹⁾	Includes $3.0 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.
⁽²⁾	Includes $14.7 million of related party expense for each of the thirteen and thirty-nine weeks ended September 29, 2024.
⁽³⁾	Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers.
⁽⁴⁾	Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties.
⁽⁵⁾	Includes $6.5 million and $4.1 million of income for the thirteen and thirty-nine weeks ended September 29, 2024, respectively and $5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, for the change in the fair value of forward purchase agreements with related parties.
⁽⁶⁾	The SAFE Agreements were entered into with a related party, and the loss on the conversion of the SAFE Agreements to shares of the Company’s common stock is a related party transaction. Refer to Note 14 – SAFE Agreements and Note 19 – Related Party Transactions for further information.

Commitments and Contingencies

9 Months Ended

Sep. 29, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

(17)

Commitments and Contingencies

Warranty Provision

The Company typically provides a 10-year warranty on its solar energy system installations, which provides assurance over the workmanship in performing the installation, including roof leaks caused by the Company’s performance. For solar panel sales, the Company provides a 30-year warranty that the products will be free from defects in material and workmanship. The Company will retain its warranty obligation associated with its panel sales, subsequent to the disposal of its panel business.

The Company accrues warranty costs when revenue is recognized for solar energy systems sales and panel sales, based primarily on the volume of new sales that contain warranties, historical experience with and projections of warranty claims, and estimated solar energy system and panel replacement costs. The Company records a provision for estimated warranty expenses in cost of revenues within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Warranty costs primarily consist of replacement materials and equipment and labor costs for service personnel.

Activity by period relating to the Company’s warranty provision was as follows (in thousands):

	Thirty-Nine Weeks Ended September 29, 2024			Year Ended December 31, 2023
Warranty provision, beginning of period	$	4,849		$	3,981
Accruals for new warranties issued		830			2,968
Settlements		(932	)		(2,100	)
Warranty provision, end of period	$	4,747		$	4,849
Warranty provision, current	$	1,425		$	1,433
Warranty provision, noncurrent	$	3,322		$	3,416

Indemnification Agreements

From time to time, in its normal course of business, the Company may indemnify other parties, with which it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. In the opinion of management, any liabilities resulting from these agreements will not have a material adverse effect on the business, financial position, results of operations, or cash flows.

Legal Matters

The Company is a party to various legal proceedings and claims which arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the reasonably possible loss. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company is not aware of any matters that may have a material adverse effect on its business, financial position, results of operations, or cash flows. The Company has recorded $7.7 million as a loss contingency in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheets as of both September 29, 2024 and December 31, 2023, respectively.

SolarPark Litigation

In January 2023, SolarPark Korea Co., LTD (“SolarPark”) demanded approximately $80.0 million during discussions between the Company and SolarPark. In February 2023, the Company submitted its statement of claim seeking approximately $26.4 million in damages against SolarPark. The ultimate outcome of this arbitration is currently unknown and could result in a material liability to the Company. However, the Company believes that the allegations lack merit and intends to vigorously defend all claims asserted. No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time.

On March 16, 2023, SolarPark filed a complaint against Solaria and the Company in the U.S. District Court for the Northern District of California (“the court”). The complaint alleges a civil conspiracy involving misappropriation of trade secrets, defamation, tortious interference with contractual relations, inducement to breach of contract, and violation of California’s Unfair Competition Law. The complaint indicates that SolarPark has suffered in excess of $220.0 million in damages.

On May 11, 2023, SolarPark filed a motion for preliminary injunction to seek an order restraining the Company from using or disclosing SolarPark’s purported trade secrets, making or selling shingled modules other than those produced by SolarPark, and from soliciting solar module manufacturers to produce shingled modules using Solaria’s shingled patents. On May 18, 2023, the Company responded by filing a motion for partial dismissal and stay. On May 25, 2023, the Company filed an opposition to SolarPark’s motion for a preliminary injunction. On June 1, 2023, SolarPark filed an opposition to the Company’s motion for dismissal and stay and a reply in support of their motion for preliminary injunction. On June 8, 2023, the Company replied in support of its motion for partial dismissal and stay. On July 11, 2023, the court conducted a hearing to consider SolarPark and the Company’s respective motions. On August 2, 2023, the court issued a ruling, which granted the preliminary injunction motion with respect to any purported misappropriation of SolarPark’s purported trade secrets and ordering that the Company produce documents and communications exchanged between the Company and any manufacturer or potential manufacturer that describe or reference any of SolarPark’s mass-production trade secrets, as identified by SolarPark in the case. The court’s ruling does not prohibit the Company from producing shingled modules or from utilizing its own patents for the manufacture of shingled modules. The court denied SolarPark’s motion seeking a defamation injunction. The court denied the Company’s motion to dismiss and granted the Company’s motion to stay the entire litigation pending the arbitration in Singapore. On September 1, 2023, the Company filed a Limited Notice of Appeal to appeal the August 2023 order granting SolarPark’s motion for preliminary injunction. On September 26, 2023, the Company filed a Notice of Withdrawal of Appeal and will not appeal the Court’s Preliminary Injunction Order. Between August 2023 and March 2024, the parties were engaged in discovery negotiations and the Company produced documents to SolarPark. The Company produced its last set of documents on March 14, 2024. Since then, SolarPark has been reviewing the documents and the case has remained stayed.

No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time.

Siemens Litigation

On July 22, 2021, Siemens Government Technologies, Inc. (“Siemens Government Technologies”) filed a lawsuit against Solaria Corporation in Fairfax Circuit Court (the “Court”) in Fairfax, Virginia. On July 27, 2023, Siemens Government Technologies, moved to amend the complaint to add Siemens Industry Inc. as a co-plaintiff. This motion was granted on August 25, 2023. On October 23, 2023, Siemens Government Technologies and Siemens Industry Inc. (collectively, “Siemens”) and Solaria Corporation stipulated to add SolarCA, LLC as a co-defendant. Solaria Corporation and SolarCA, LLC (collectively, the “Subsidiaries”) are both wholly-owned subsidiaries of Complete Solaria, Inc. In the lawsuit, Siemens alleged that the Subsidiaries breached express and implied warranties under a purchase order that Siemens placed with the Subsidiaries for a solar module system. Siemens claimed damages of approximately $6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees.

On February 22, 2024, the Court issued an order against the Subsidiaries which awards Siemens approximately $6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorney’s fees, the amount of which would be determined at a later hearing. On March 15, 2024, Siemens filed a motion seeking to recover $2.67 million for attorneys’ fees, expenses, and pre- and post-judgment interest. The Company opposed Siemens’ motion for attorneys’ fees, expenses, and pre- and post-judgment interest on April 5, 2024. On June 17, 2024, the Court entered a final order which awards Siemens a total of $2.0 million in attorneys’ fees and costs. The Company has appealed these judgments.

The Company recognized $6.9 million as a legal loss related to this litigation in 2023, and in 2024, the Company recorded an additional accrual for $2.0 million for attorneys’ fees, expenses, and pre-judgment interest, in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheets as of September 29, 2024. This legal loss was recognized in loss from discontinued operations, net of tax on the unaudited condensed consolidated statements of operations and comprehensive loss. The Company recorded $6.9 million as a legal loss related to this litigation, excluding amounts for attorneys’ fees and costs, in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheet as of December 31, 2023.

Letters of Credit

The Company had $3.8 million of outstanding letters of credit related to normal business transactions as of September 29, 2024. These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. As discussed in Note 2 – Summary of Significant Accounting Policies, the cash collateral in these restricted cash accounts was $3.8 million at each of September 29, 2024 and December 31, 2023.

Related Party Transactions (Details) - USD ($) $ in Millions					1 Months Ended					3 Months Ended				9 Months Ended			12 Months Ended
	Jul. 01, 2029	Sep. 29, 2024	Jul. 31, 2024	Oct. 30, 2023	Sep. 29, 2024	Jul. 31, 2024	Sep. 30, 2023	Jul. 31, 2023	Jun. 30, 2023	Sep. 29, 2024	Mar. 31, 2024	Oct. 01, 2023	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Jun. 30, 2023	Dec. 31, 2023	Jun. 30, 2024	Jul. 18, 2023	Jul. 01, 2023	Dec. 31, 2022
Related Party Transactions [Line Items]
Promissory notes paid						$ 10.0
Accrued interest rate, percentage			3.00%			3.00%
Issuance shares (in Shares)																			5,316,460
PIPE proceeds received								$ 12.1	$ 3.5
Other expense													$ 0.7	$ 1.3	$ 0.7
Other income													0.3		0.3
Liability associated with the FPAs		$ 0.9			$ 0.9					$ 0.9				0.9			$ 3.2
Paid to related party										14.7				$ 14.7			$ 0.2
Purchase price				$ 5.0
Received proceeds from the SAFE		$ 6.0
Converted shares (in Shares)														13,888,889
Recognized loss														$ 1.3
Interest expenses					$ 0.1
Percentage of convertible notes issued			12.00%		7.00%
Affiliate percentage					7.00%
Two Thousand Twenty Two Convertible Notes [Member]
Related Party Transactions [Line Items]
Promissory notes paid																$ 12.1
Fair value of acquisition									$ 6.7							6.7
Interest expense										$ 0.0			$ 0.1	$ 0.0	$ 0.4
CEO, T.J.Rodgers [Member]
Related Party Transactions [Line Items]
Promissory notes paid					$ 8.0
Common Stock [Member]
Related Party Transactions [Line Items]
Issuance shares (in Shares)		72,977,921			72,977,921					72,977,921		45,312,243	45,312,243	72,977,921	45,312,243		49,065,361	63,044,287		19,999,721	19,932,429
Shares issued as a transaction bonus (in Shares)										1,500,000				1,500,000
Rodgers Massey Revocable Living Trust [Member]
Related Party Transactions [Line Items]
Outstanding liability		$ 1.6			$ 1.6					$ 1.6				$ 1.6
2022 Convertible Notes [Member]
Related Party Transactions [Line Items]
Accrued interest rate, percentage		5.00%			5.00%					5.00%				5.00%
Related Party [Member]
Related Party Transactions [Line Items]
PIPE proceeds received								$ 3.5
Shares issued as a transaction bonus (in Shares)								120,000
Other expense													$ 5.9		$ 5.9
Other income										$ 6.5				$ 4.1
Complete Solaria [Member] \| Common Stock [Member]
Related Party Transactions [Line Items]
Issuance of common stock (in Shares)												5,670,000			5,670,000
Rodgers Massey Freedom and Free Markets Charitable Trust [Member]
Related Party Transactions [Line Items]
Converted value														5.0
T. J. Rodgers [Member]
Related Party Transactions [Line Items]
Note issued			12.00%
Principal amount			$ 18.0			$ 18.0
Amortization expense										0.4				0.4
RP Note [Member]
Related Party Transactions [Line Items]
Interest expenses										$ 0.5				$ 0.5
Forward Purchase Agreement [Member]
Related Party Transactions [Line Items]
Other expense													30.7		$ 30.7
Other income													$ 0.3		$ 0.3
Settlement Agreement [Member]
Related Party Transactions [Line Items]
Agreed to pay related party							$ 0.5
Paid to related party											$ 0.3
Investor [Member] \| Two Thousand Twenty Two Convertible Notes [Member]
Related Party Transactions [Line Items]
Promissory notes paid																$ 33.3
Forecast [Member] \| RP Note [Member]
Related Party Transactions [Line Items]
Percentage of notes payable	12.00%
Maturity date	Jul. 01, 2029

Divestiture (Details) - Schedule of Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss Related to Discontinued Operations - Discontinued Operations [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 01, 2023	Oct. 01, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 3,774	$ 29,048
Cost of revenues	4,102	30,609
Gross loss	(328)	(1,561)
Sales and marketing	2,425	6,855
General and administrative	5,681	12,572
Total operating expenses	8,106	19,427
Loss from discontinued operations	(8,434)	(20,988)
Other income, net	31	32
Loss from discontinued operations before income taxes	(8,403)	(20,956)
Income tax benefit (provision)	(1)	3
Impairment loss from discontinued operations	(147,505)	(147,505)
Net loss from discontinued operations	$ (155,909)	$ (168,458)

Borrowings and Derivative Liabilities (Details) $ / shares in Units, $ in Thousands			1 Months Ended					3 Months Ended		9 Months Ended
	Jul. 31, 2024 USD ($) $ / shares shares	Jul. 01, 2024 USD ($) $ / shares shares	Jul. 31, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Jul. 31, 2023 $ / shares shares	Dec. 31, 2022 USD ($)	Feb. 28, 2022 USD ($) $ / shares shares	Sep. 29, 2024 USD ($) $ / shares shares	Oct. 01, 2023 USD ($)	Sep. 29, 2024 USD ($) $ / shares shares	Oct. 01, 2023 USD ($)	Apr. 16, 2024 $ / shares	Dec. 31, 2023 USD ($) $ / shares shares	Oct. 31, 2023 USD ($)	Oct. 31, 2020 USD ($)	Dec. 31, 2018 USD ($)
Borrowings [Line Items]
Issuance of convertible amount										$ 68,725	$ 17,750
Common stock, shares issued (in Shares) \| shares								72,977,921		72,977,921			49,065,361
Common stock, par value (in Dollars per share) \| $ / shares								$ 0.0001		$ 0.0001			$ 0.0001
Convertible notes								$ 70,600		$ 70,600
Unsecured debt								8,000		8,000
Notes issued			$ 10,000
Notes bear interest percentage	12.00%
Interest rate increases	3.00%		3.00%
Derivative liability								6,597		6,597			$ 11,127
Fair value warrants		$ 7,300								2,116	(26,314)
Debt discount			$ 900
Gain troubled debt	$ 12,500									19,948	(10,338)
Carrying amount								107,800		107,800
Interest expense								50		50
Senior notes								66,800		66,800
Loss on issuance of derivative liability								24,700		$ 24,700
Interest expense recognized								0
Exchange percentage										12.00%
Unsecured convertible notes	8,000
Revolving loan	11,700		11,700
Amortization of issuance costs										$ 1,361
Carlyle Note [Member]
Borrowings [Line Items]
Debt instrument amount		37,200
Issuance of convertible amount		$ 10,000
Purchase principal percentage		12.00%
Kline Hill Partners Fund LP [Member]
Borrowings [Line Items]
Debt instrument amount		$ 28,700
Kline Hill [Member]
Borrowings [Line Items]
Aggregate principal amount		$ 8,000
Loan amount	3,900		3,900
Kline Hill Notes [Member]
Borrowings [Line Items]
Purchase principal percentage		12.00%
July 2024 Notes [Member]
Borrowings [Line Items]
Convertible notes	46,000		46,000
Unsecured debt	18,000		18,000
Notes issued	$ 18,000
Maturity date	Jul. 01, 2029
Derivative liability	$ 28,700		28,700					65,900		65,900
Fair value warrants			1,400
Gain troubled debt			$ 500
Unamortized debt discount								28,700		28,700
Interest expense								800		800
Nasdaq Global Select Market [Member]
Borrowings [Line Items]
Conversion price, per share (in Dollars per share) \| $ / shares	$ 1.68		$ 1.68
12% Related Party Convertible Note [Member]
Borrowings [Line Items]
Interest expense								500		500
September 2029 Notes [Member]
Borrowings [Line Items]
Derivative liability								$ 91,500		91,500
Debt discount										$ 66,800
Convertible interest rate percentage								7.00%		7.00%
7% Convertible Senior Notes [Member]
Borrowings [Line Items]
Derivative liability								$ 92,100		$ 92,100
Carrying amount								92,600		92,600
Unamortized debt discount								$ 66,300		$ 66,300
Two Zero One Eight Bridge Notes [Member]
Borrowings [Line Items]
Convertible secured notes																$ 3,400
Simple interest rate								8.00%		8.00%						8.00%
Interest expense recognized								$ 0	$ 300	$ 700	1,000
Debt in CS Solis [Member]
Borrowings [Line Items]
Carlyle contributed							$ 25,600
Redemption price percentage							10.50%
Investment dividend payable percentage							25.00%
Warrant to purchase shares (in Shares) \| shares							5,978,960
Price per share (in Dollars per share) \| $ / shares							$ 0.01
Purchase of shares (in Shares) \| shares							4,132,513
Interest expense								0	1,200	3,900	2,700
Amortization of issuance costs								0	100	$ 0	700
Carlyle Warrant Agreement [Member]
Borrowings [Line Items]
Warrant to purchase shares (in Shares) \| shares					2,745,879
Common stock price (in Dollars per share) \| $ / shares					$ 0.01
Outstanding warrants (in Shares) \| shares					1,995,879
Debt agreement descriptions					(a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. The warrants are classified as liabilities under ASC 815 and are recorded within warrant liability on the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.
Convertible Senior Notes [Member]
Borrowings [Line Items]
Debt instrument amount	$ 37,200		$ 37,200
Minimum [Member]
Borrowings [Line Items]
Price per share (in Dollars per share) \| $ / shares												$ 1
Minimum [Member] \| Two Zero One Eight Bridge Notes [Member]
Borrowings [Line Items]
Maturity date						Dec. 13, 2022
Increased repayment premium, percentage										110.00%
Maximum [Member] \| Two Zero One Eight Bridge Notes [Member]
Borrowings [Line Items]
Maturity date						Dec. 13, 2023
Increased repayment premium, percentage										120.00%
Polar Settlement Agreement [Member]
Borrowings [Line Items]
Pay return capital				$ 500
Balance owed amount													$ 300
Two Zero One Eight Bridge Notes [Member]
Borrowings [Line Items]
Balance outstanding										$ 1,700
Secured Credit Facility [Member]
Borrowings [Line Items]
Gain troubled debt			7,300
Interest expense recognized									0	1,000	3,100
Balance outstanding			$ 13,100
Borrowing percentage						70.00%
Vendor purchase net amount						$ 10,000
Reborrowed credit facility						$ 20,000
Revolving Loan Member]
Borrowings [Line Items]
Interest expense recognized								0	$ 200	$ 400	$ 500
Annual interest rate										7.75%
Prime rate plus										4.50%
Revolving loan outstanding		$ 3,900
Revolving loan percentage		12.00%
Revolving Loan Member] \| SCI Loan Agreement [Member]
Borrowings [Line Items]
Original agreement															$ 5,000
Revolving Loan Member] \| Solaria [Member]
Borrowings [Line Items]
Other liabilities								1,900		$ 1,900
Revolving Loan Member] \| Kline Hill Partners Opportunity IV SPV LLC [Member]
Borrowings [Line Items]
Purchase price														$ 5,000
Term Loan [Member] \| SCI Loan Agreement [Member]
Borrowings [Line Items]
Original agreement															$ 5,000
Revocable Living Trust [Member]
Borrowings [Line Items]
Balance outstanding								1,600		1,600
Convertible Notes [Member]
Borrowings [Line Items]
Convertible notes								$ 66,800		$ 66,800
Common Stock [Member]
Borrowings [Line Items]
Common stock, shares issued (in Shares) \| shares	1,500,000		1,500,000
Common Stock [Member] \| Kline Hill [Member]
Borrowings [Line Items]
Common stock, shares issued (in Shares) \| shares		1,500,000
Common stock, par value (in Dollars per share) \| $ / shares		$ 0.0001
Common Stock [Member] \| September 2029 Notes [Member]
Borrowings [Line Items]
Conversion price, per share (in Dollars per share) \| $ / shares								$ 2.14		$ 2.14
Class B Membership Units [Member] \| Debt in CS Solis [Member]
Borrowings [Line Items]
Membership units							100
Class A Membership Units [Member] \| Debt in CS Solis [Member]
Borrowings [Line Items]
Membership units							100

Organization

9 Months Ended

Sep. 29, 2024

Organization [Abstract]

Organization

(1)

Organization

(a) Description of Business

Complete Solaria, Inc. (the “Company” or “Complete Solaria”) is a residential solar installer headquartered in Fremont, California, which was formed through Complete Solar Holding Corporation’s acquisition of The Solaria Corporation (“Solaria”).

Complete Solar, Inc. (“Complete Solar”) was incorporated in Delaware on February 22, 2010. Through February 2022, the Company operated as a single legal entity as Complete Solar, Inc. In February 2022, the Company implemented a holding company reorganization (the “Reorganization”) in which the Company created and incorporated Complete Solar Holding Corporation (“Complete Solar Holdings”). As a result of the Reorganization, Complete Solar Holdings became the successor entity to Complete Solar, Inc. The capitalization structure was not changed because of the Reorganization as all shares of Complete Solar, Inc. common stock and preferred stock were exchanged on a one for one basis with shares of Complete Solar Holdings common stock and preferred stock. The Reorganization was accounted for as a change in reporting entity for entities under common control. The historical assets and liabilities of Complete Solar, Inc. were transferred to Complete Solar Holdings at their carrying value, and there were no changes to net loss, other comprehensive loss, or any related per share amounts reported in the unaudited condensed consolidated financial statements requiring retrospective application.

In October 2022, the Company entered into a business combination agreement, as amended on December 26, 2022 and January 17, 2023 (“Original Business Combination Agreement”) and as amended on May 26, 2023 (“Amended and Restated Business Combination Agreement”), with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly-owned subsidiary of Freedom Acquisition I Corp. (“FACT”) (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT (“Second Merger Sub”), Complete Solar Holding Corporation, a Delaware corporation, and Solaria, a Delaware corporation.

The transactions contemplated by the Amended and Restated Business Combination Agreement were consummated on July 18, 2023 (“Closing Date”). Following the consummation of the Merger on the Closing Date, FACT changed its name to “Complete Solaria, Inc.”

As part of the transactions contemplated by the Amended and Restated Business Combination Agreement, FACT effected a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the Delaware’s General Corporation Law (the “DGCL” or “Domestication”). On the Closing Date, following the Domestication, First Merger Sub merged with and into Complete Solaria, with Complete Solaria surviving such merger as a wholly-owned subsidiary of FACT (the “First Merger”), and immediately following the First Merger, Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of FACT (the “Second Merger”), and Second Merger Sub changed its name to CS, LLC, and immediately following the Second Merger, Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of FACT and changed its name to The Solaria Corporation LLC (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the “Additional Merger”, and together with the First Merger and the Second Merger, the “Mergers”).

In connection with the closing of the Mergers:

●

Each share of the Company’s capital stock, inclusive of shares converted from the 2022 Convertible Notes, issued and outstanding immediately prior to the Closing (“Legacy Complete Solaria Capital Stock”) were cancelled and exchanged into an aggregate of 25,494,332 shares of Complete Solaria Common Stock.

●

In July 2023, (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Meteora”); (ii) Polar Multi-Strategy Master Fund (“Polar”), and (iii) Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP (collectively, “Sandia”) (together, the “FPA Funding PIPE Investors”) entered into separate subscription agreements (the “FPA Funding Amount PIPE Subscription Agreements”) pursuant to which, the FPA Funding PIPE Investors subscribed for on the Closing Date, an aggregate of 6,300,000 shares of FACT Class A Ordinary Shares, less, in the case of Meteora, 1,161,512 FACT Class A Ordinary Shares purchased by Meteora separately from third parties through a broker in the open market (“Recycled Shares”) in connection with Forward Purchase Agreements (“FPAs”). Subsequent to the Closing Date, Complete Solaria entered into an additional FPA Funding PIPE Subscription Agreement with Meteora, to subscribe for and purchase, and Complete Solaria agreed to issue and sell, an aggregate of 420,000 shares of Complete Solaria Common Stock. The Company issued shares of Complete Solaria Common Stock underlying the FPAs as of the latter of the closing of the Mergers or execution of the FPAs.

●

All certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 1,570,000 shares of Complete Solaria Common Stock (the “PIPE Shares”) for a purchase price of $10.00 per share, for aggregate gross proceeds of $15.7 million (the “PIPE Financing”), including $3.5 million that was funded prior to the Closing Date, pursuant to subscription agreements (the “Subscription Agreements”). At the time of the PIPE Financing, Complete Solaria issued an additional 60,000 shares to certain investors as an incentive to participate in the PIPE Financing.

●

On or around the Closing Date, pursuant to the New Money PIPE Subscription Agreements, certain investors affiliated with the New Money PIPE Subscription Agreements (“New Money PIPE Investors”) agreed to subscribe for and purchase, and Complete Solaria agreed to issue and sell to the New Money PIPE Investors an aggregate of 120,000 shares of Complete Solaria Common Stock for a purchase price of $5.00 per share, for aggregate gross proceeds of $0.6 million. Pursuant to its New Money PIPE Subscription Agreement, Complete Solaria issued an additional 60,000 shares of Complete Solaria Common Stock in consideration of certain services provided by it in the structuring of its FPA and the transactions described therein.

●

Subsequent to the Closing, Complete Solaria issued an additional 193,976 shares of Complete Solaria Common Stock to the sponsors for reimbursing sponsors’ transfer to certain counterparties and issued an additional 150,000 shares of Complete Solaria Common Stock to an FPA investor for services provided in connection with the Mergers.

●

In March 2023, holders of 23,256,504 of the originally issued 34,500,000 FACT Class A Ordinary shares exercised their rights to redeem those shares for cash, and immediately prior to the Closing there were 11,243,496 FACT Class A Ordinary Shares that remained outstanding. At the Closing, holders of 7,784,739 shares of Class A common stock of FACT exercised their rights to redeem those shares for cash, for an aggregate of approximately $82.2 million which was paid to such holders at Closing. The remaining FACT Class A Ordinary Share converted, on a one-for-one basis, into one share of Complete Solaria Common Stock.

●

Each issued and outstanding FACT Class B Ordinary Share converted, on a one-for-one basis, into one share of Complete Solaria Common Stock.

In November 2022, Complete Solar Holdings acquired Solaria and changed its name to Complete Solaria, Inc. On August 18, 2023, the Company entered into a Non-Binding Letter of Intent to sell certain of Complete Solaria’s North American solar panel assets to Maxeon, Inc. (“Maxeon”). In October 2023, the Company completed the sale of its solar panel business to Maxeon. Refer to Note 1(b) – Divestiture and Note 7 – Divestiture.

(b) Divestiture

In October 2023, the Company completed the sale of its solar panel business to Maxeon, pursuant to the terms of the Asset Purchase Agreement (the “Disposal Agreement”). Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria, for an aggregate purchase price of approximately $11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares. The Company sold all its Maxeon shares in 2023 resulting in a loss of $4.2 million which was recorded within continuing operations in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2023.

This divestiture represented a strategic shift in Complete Solaria’s business and qualified as held for sale and as a discontinued operation. Based on the held for sale classification of the assets, the Company reduced the carrying value of the disposal group to its fair value, less its cost to sell and recorded an impairment loss associated with the held for sale intangible assets and goodwill. As a result, the Company classified the results of its solar panel business in discontinued operations in its unaudited condensed consolidated statements of operations and comprehensive loss for all periods presented. The cash flows related to discontinued operations were segregated from continuing operations within the unaudited condensed consolidated statements of cash flows for all periods presented. Unless otherwise noted, discussion within the notes to the unaudited condensed consolidated financial statements relates to continuing operations only and excludes the historical activities of the North American panel business. See Note 7 – Divestiture for additional information.

(c) Liquidity and Going Concern

Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company incurred net losses from continuing operations of $78.0 million and $51.0 million during the thirteen-weeks ended September 29, 2024 and October 1, 2023, respectively, net losses from continuing operations of $101.4 million and $73.4 million during the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively, and had an accumulated deficit of $458.4 million and debt and derivative liabilities of $201.9 million as of September 29, 2024. The Company had cash and cash equivalents of $79.5 million, excluding restricted cash of $3.8 million, as of September 29, 2024. The cash on hand was obtained as a result of additional funding as disclosed in Note 13 – Borrowings and Derivative Liabilities. Subsequent to September 29, 2024, the Company used $45.0 million to complete the acquisition described in Note 20 – Subsequent Events. The Company believes that its operating losses and negative operating cash flows will continue into the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management obtained additional funding and restructured its debt in the period ended September 29, 2024, as summarized in Note 13 – Borrowings and Derivative Liabilities. Historically, the Company’s activities have been financed through private placements of equity securities, debt and proceeds from the Merger. If the Company is not able to secure adequate additional funding when needed, the Company will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact the Company’s business, results of operations and future prospects. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms that are favorable, or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives.

Therefore, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements have been issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

(d) Notices of Delisting from NASDAQ

On April 16, 2024, the Company received written notice (“NASDAQ Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

The NASDAQ Notice did not impact the listing of the Company’s common stock on The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days before October 14, 2024. The Company subsequently satisfied this requirement, and on June 3, 2024, the Company received written notice from the Nasdaq notifying the Company that it had regained compliance with the minimum bid price requirement.

Also on April 16, 2024, the Company received a letter (“NASDAQ Letter”) from the staff at Nasdaq notifying the Company that, for the 30 consecutive trading days prior to the date of the NASDAQ Letter, the Company’s common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on The Nasdaq Global Market. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq.

In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 14, 2024, to regain compliance. The NASDAQ Letter notes that to regain compliance, the Company’s common stock must trade at or above a level such that the Company’s MVLS closes at or above $50,000,000 for a minimum of ten consecutive business days during the compliance period, which ended October 14, 2024. The NASDAQ Letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market).

The Company believes it has satisfied the requirements of the NASDAQ Letter prior to the deadline. The Nasdaq staff has not provided written notice that the Company has regained compliance with this requirement.

Basic and Diluted Net Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Oct. 01, 2023
Numerator:
Net loss from continuing operations	$ (77,958)	$ (50,973)	$ (101,433)		$ (73,448)
Net loss from discontinued operations		(155,909)	(2,007)		(168,458)
Net loss	$ (77,958)	$ (206,882)	$ (103,440)	$ (241,906)	$ (241,906)
Denominator:
Weighted average common shares outstanding, basic	75,348,627	39,821,078	61,868,747		16,969,979
Weighted average common shares outstanding, diluted	75,348,627	39,821,078	61,868,747		16,969,979
Net loss per share:
Continuing operations – basic	$ (1.03)	$ (1.28)	$ (1.64)		$ (4.33)
Continuing operations – diluted	(1.03)	(1.28)	(1.64)		(4.33)
Discontinued operations – basic		(3.92)	(0.03)		(9.92)
Discontinued operations – diluted		(3.92)	(0.03)		(9.92)
Net loss per share – basic	(1.03)	(5.2)	(1.67)		(14.25)
Net loss per share – diluted	$ (1.03)	$ (5.2)	$ (1.67)		$ (14.25)

Fair Value Measurements (Details) - Schedule of Measurement Input	Sep. 29, 2024	Dec. 31, 2023
Expected term [Member] \| Derivative liability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	4.76
Expected term [Member] \| Carlyle Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input		7
Expected term [Member] \| Private Placement and Working Capital Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.8
Expected term [Member] \| Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	0.8	1.55
Expected term [Member] \| Replacements Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input		0.3
Expected volatility [Member] \| Derivative liability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	54
Expected volatility [Member] \| Carlyle Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input		77
Expected volatility [Member] \| Private Placement and Working Capital Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	69.24
Expected volatility [Member] \| Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	76	95
Expected volatility [Member] \| Replacements Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input		78.5
Risk-free interest rate [Member] \| Derivative liability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.5
Risk-free interest rate [Member] \| Carlyle Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input		3.92
Risk-free interest rate [Member] \| Private Placement and Working Capital Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.5
Risk-free interest rate [Member] \| Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	4.07	4.48
Risk-free interest rate [Member] \| Replacements Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input		5.4
VWAP stock price [Member] \| Derivative liability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	2.93
VWAP stock price [Member] \| Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	2.86	1.66
Expected dividend yield [Member] \| Derivative liability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	0
Expected dividend yield [Member] \| Carlyle Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input		0
Expected dividend yield [Member] \| Private Placement and Working Capital Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	0
Expected dividend yield [Member] \| Replacements Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input		0

Property and Equipment, Net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 0.3	$ 0.3	$ 1.0	$ 0.6
Disposal of property and equipment	3.7		3.7
Software Development [Member]
Property, Plant and Equipment [Line Items]
Disposal of property and equipment	3.4		3.4
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Disposal of property and equipment	$ 0.3		$ 0.3

Summary of Significant Accounting Policies (Details) - Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash - USD ($) $ in Thousands	Sep. 29, 2024	Dec. 31, 2023	Oct. 01, 2023	Jan. 01, 2023
Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash [Abstract]
Cash and cash equivalents	$ 79,502	$ 2,593
Restricted cash	3,841	3,823
Total cash, cash equivalents and restricted cash	$ 83,343	$ 6,416	$ 5,419	$ 8,316

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 29, 2024

Accrued Expenses and Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	As of
	September 29, 2024		December 31, 2023
Accrued compensation and benefits	$	5,674	$	3,969
Accrued legal settlements		7,700		7,700
Professional fees		2,738		2,910
Accrued term loan and revolving loan final payment fees		2,400		2,400
Deferred financing fees		6,196		2,909
Accrued warranty		1,425		1,433
Warrant liability		—		1,310
Accrued interest		901		194
Other accrued liabilities		2,791		5,045
Total accrued expenses and other current liabilities	$	29,825	$	27,870

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 29, 2024

Prepaid Expenses and Other Current Assets [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	As of
	September 29, 2024		December 31, 2023
Deferred commissions	$	1,177	$	4,185
Inventory deposits		—		616
Other		11,639		1,016
Total prepaid expenses and other current assets	$	12,816	$	5,817

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 29, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 79,502	$ 2,593
Accounts receivable, net	8,482	26,281
Inventories	607	3,058
Forward purchase agreement assets with related parties	907
Forward purchase agreement	169
Prepaid expenses and other current assets	12,816	5,817
Total current assets	102,483	37,749
Restricted cash	3,841	3,823
Property and equipment, net	590	4,317
Operating lease right-of-use assets	868	1,235
Other noncurrent assets	154	198
Total assets	107,936	47,322
Current liabilities:
Accounts payable	4,627	13,122
Accrued expenses and other current liabilities	29,825	27,870
Notes payable, net	2,696	27,107
Deferred revenue, current	1,092	2,423
Short-term debt with CS Solis		33,280
Forward purchase agreement liabilities with related parties		3,232
Forward purchase agreement liabilities		599
Total current liabilities	41,714	109,183
Warranty provision, noncurrent	3,322	3,416
Warrant liability	6,597	9,817
Deferred revenue, noncurrent	952	1,055
Notes payable and derivative liabilities, net of current portion	154,215
Operating lease liabilities, net of current portion	382	664
Total liabilities	250,640	124,135
Commitments and contingencies (Note 17)
Stockholders’ (deficit) equity:
Common stock, $0.0001 par value; Authorized 1,000,000,000 and 1,000,000,000 shares as of September 29, 2024 and December 31, 2023, respectively; issued and outstanding 72,977,921, and 49,065,361 shares as of September 29, 2024 and December 31, 2023, respectively	14	7
Additional paid-in capital	315,485	277,965
Accumulated other comprehensive loss	165	143
Accumulated deficit	(458,368)	(354,928)
Total stockholders’ deficit	(142,704)	(76,813)
Total liabilities and stockholders’ equity	107,936	47,322
Related Party
Current liabilities:
Notes payable to related parties	1,574	1,550
SAFE Agreement with related party	1,900
Notes payable to related parties	$ 43,458

Organization (Details) - USD ($)			1 Months Ended		3 Months Ended		9 Months Ended			12 Months Ended
Organization (Details) - USD ($)	Jul. 17, 2024	Oct. 31, 2023	Jul. 31, 2023	Mar. 31, 2023	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Oct. 01, 2023	Dec. 31, 2023	Oct. 14, 2024	Jun. 30, 2024	Apr. 16, 2024
Organization and Business Operations [Line Items]
Date of incorporation							Feb. 22, 2010
Shares of Complete Solaria Common Stock					49,414,705		49,414,705
Purchase price per share							$ 10
Excess of gross proceeds					$ 2,670,000		$ 2,670,000
Originally issued shares	2,450,000
Converted shares							13,888,889
Continuing operations					(77,958,000)	$ (50,973,000)	$ (101,433,000)		$ (73,448,000)
Accumulated deficit					(458,368,000)		(458,368,000)			$ (354,928,000)
Debt					201,900,000		201,900,000
Cash and cash equivalents					79,502,000		79,502,000			2,593,000
Restricted cash					$ 3,841,000		3,841,000			3,823,000
Acquisition describe							$ 45,000,000
Market value												$ 50,000,000	$ 50,000,000
PIPE Investors [Member]
Organization and Business Operations [Line Items]
Shares acquired							1,570,000
Aggregate purchase price							$ 15,700,000
Additional Shares issued					60,000		60,000
Subscription Agreements [Member]
Organization and Business Operations [Line Items]
Excess of gross proceeds							$ 3,500,000
New Money PIPE Investors [Member]
Organization and Business Operations [Line Items]
Shares acquired							120,000
Purchase price per share							$ 5
Aggregate purchase price							$ 600,000
New Money PIPE Subscription Agreement [Member]
Organization and Business Operations [Line Items]
Additional Shares issued					60,000		60,000
Liquidity and Going Concern [Member]
Organization and Business Operations [Line Items]
Continuing operations					$ 78,000,000
Minimum [Member]
Organization and Business Operations [Line Items]
Bid price													$ 1
Complete Solaria Common Stock [Member]
Organization and Business Operations [Line Items]
Shares of Complete Solaria Common Stock					25,494,332		25,494,332
Additional Shares issued					193,976		193,976
Complete Solaria Common Stock [Member] \| Sponsor [Member]
Organization and Business Operations [Line Items]
Additional Shares issued					150,000		150,000
Class A common stock [Member]
Organization and Business Operations [Line Items]
Shares of Complete Solaria Common Stock			6,300,000
Purchased shares			1,161,512
Shares exercised				34,500,000
Right to redeem shares				7,784,739
Converted shares				1
Class A common stock [Member] \| FACT [Member]
Organization and Business Operations [Line Items]
Originally issued shares				23,256,504
Class A common stock [Member] \| FACT Investors [Member]
Organization and Business Operations [Line Items]
Remaining shares outstanding				11,243,496
Class B Ordinary Share [Member]
Organization and Business Operations [Line Items]
Converted shares							1
Maxeon Ordinary Shares [Member]
Organization and Business Operations [Line Items]
Shares acquired		1,100,000
Aggregate purchase price		$ 11,000,000
Continuing operations										$ 4,200,000
Common Stock [Member]
Organization and Business Operations [Line Items]
Excess of gross proceeds
Originally issued shares						13,458,293		13,458,293
Shares exercised					282,966		373,003	67,292
Common Stock [Member] \| Subsequent Event [Member]
Organization and Business Operations [Line Items]
Bid price											$ 1
Common Stock [Member] \| Complete Solaria Common Stock [Member]
Organization and Business Operations [Line Items]
Aggregate of shares			420,000
Common Stock [Member] \| Class A common stock [Member]
Organization and Business Operations [Line Items]
Redemption amount				$ 82,200,000

Common Stock (Tables)

9 Months Ended

Sep. 29, 2024

Common Stock [Abstract]

Schedule of Reserved Shares of Common Stock

The Company has reserved shares of common stock for issuance related to the following:

	As of September 29, 2024
Common stock warrants		31,670,265
Employee stock purchase plan		2,628,996
Stock options and RSUs, issued and outstanding		14,170,385
Stock options and RSUs, authorized for future issuance		945,059
Total shares reserved		49,414,705

SAFE Agreements (Details) - USD ($) $ in Millions	May 13, 2024	Apr. 21, 2024	Feb. 15, 2024	Jan. 31, 2024	Sep. 29, 2024
SAFE Agreements [Line Items]
Estimated fair value amount					$ 1.9
First SAFE [Member]
SAFE Agreements [Line Items]
Description of safe agreement for future equity terms and conditions				On January 31, 2024, the Company entered into a simple agreement for future equity (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”), a related party, in connection with the Purchaser investing $1.5 million in the Company. The First SAFE does not accrue interest. The First SAFE was initially convertible into shares of the Company’s common stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company would have issued and sold shares of its common stock at a fixed valuation (an “Equity Financing”), at a per share conversion price which was equal to the lower of (i) (a) $53.54 million divided by (b) the Company’s capitalization immediately prior to such Equity Financing (such conversion price, the “SAFE Price”), and (ii) 80% of the price per share of its common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the First SAFE, the Purchaser would have been automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of shares of common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) the Company’s capitalization immediately prior to such liquidity event (the “Liquidity Price”), subject to certain adjustments as set forth in the First SAFE. The First SAFE was convertible into a maximum of 1,431,297 shares of the Company’s common stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price per share of the Company’s common stock on January 31, 2024, multiplied by (ii) 80%.
Description of simple agreement for future equity amendment		On April 21, 2024, the Company entered into an amendment (“First SAFE Amendment”) that converted the First SAFE investment of $1.5 million into 4,166,667 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE Agreement of $1.5 million, a credit to Additional paid-in-capital of $1.9 million and recognized expense of $0.4 million within Other expense, net in its unaudited condensed consolidated statement of operations.
Second SAFE {Member]
SAFE Agreements [Line Items]
Description of safe agreement for future equity terms and conditions			On February 15, 2024, the Company entered into a simple agreement for future equity (the “Second SAFE”) with the Purchaser, a related party, in connection with the Purchaser investing $3.5 million in the Company. The Second SAFE does not accrue interest. The Second SAFE was initially convertible into shares of the Company’s common stock upon the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i) the Second SAFE Price, and (ii) 80% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of the Company’s common stock equal to $3.5 million divided by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible into a maximum of 3,707,627 shares of the Company’s common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing per share price of its common stock on February 15, 2024, multiplied by (ii) 80%.
Description of simple agreement for future equity amendment		On April 21, 2024, the Company entered into an amendment (“Second SAFE Amendment”) that converted the Second SAFE investment of $3.5 million into 9,722,222 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE Agreement of $3.5 million, a credit to Additional paid-in-capital of $4.4 million and recognized expense of $0.9 million within Other expense, net in its unaudited condensed consolidated statement of operations.
Third SAFE [Member]
SAFE Agreements [Line Items]
Description of safe agreement for future equity terms and conditions	On May 13, 2024, the Company entered into a simple agreement for future equity (the “Third SAFE”) with the Purchaser, a related party, in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE is convertible into shares of the Company’s common stock upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its common stock in an Equity Financing, at a per share conversion price which is equal to 50% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummates a change of control prior to the termination of the Third SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as set forth in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company’s common stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Company’s common stock on May 13, 2024, multiplied by (ii) 50%.

Summary of Significant Accounting Policies (Details) - Schedule of Revenue Recognized By Product and Services - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Schedule of Revenue Recognized By Product and Services [Line Items]
Total revenue	$ 5,536	$ 24,590	$ 20,068	$ 66,887
Solar energy system installations [Member]
Schedule of Revenue Recognized By Product and Services [Line Items]
Total revenue	5,536	23,915	19,932	64,511
Software enhanced services [Member]
Schedule of Revenue Recognized By Product and Services [Line Items]
Total revenue		$ 675	$ 136	$ 2,376

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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Schedule of Liability-Classified Warrants

Divestiture

9 Months Ended

Sep. 29, 2024

Divestiture [Abstract]

Divestiture

(7)

Divestiture

Discontinued operations

As previously described in Note 1 – Organization, on August 18, 2023, the Company entered into a Non-Binding Letter of Intent to sell certain of Complete Solaria’s North American solar panel assets, inclusive of intellectual property and customer contracts, to Maxeon. Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria. The Company determined that this divestiture represented a strategic shift in the Company’s business and qualified as a discontinued operation. Accordingly, the results of operations and cash flows relating to Solaria have been reflected as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023 and the unaudited condensed consolidated statements of cash flows for the thirty-nine weeks ended October 1, 2023. In October 2023, the Company completed the sale of its solar panel business to Maxeon, pursuant to the terms of the Disposal Agreement.

The Company recorded a loss from discontinued operations of zero and $2.0 million for the thirteen and thirty-nine weeks ended September 29, 2024, arising from attorney fees incurred in connection with litigation attributable to the solar panel business.

	Thirteen Weeks Ended			Thirty-Nine- Weeks Ended
	October 1, 2023			October 1, 2023
Revenues	$	3,774		$	29,048
Cost of revenues		4,102			30,609
Gross loss		(328	)		(1,561	)
Operating expenses:
Sales and marketing		2,425			6,855
General and administrative		5,681			12,572
Total operating expenses		8,106			19,427
Loss from discontinued operations		(8,434	)		(20,988	)
Other income, net		31			32
Loss from discontinued operations before income taxes		(8,403	)		(20,956	)
Income tax benefit (provision)		(1	)		3
Impairment loss from discontinued operations		(147,505	)		(147,505	)
Net loss from discontinued operations	$	(155,909	)	$	(168,458	)

Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding	9 Months Ended
	Sep. 29, 2024 shares
Schedule of Common Stock Outstanding [Line Items]
Less: Redemption of FACT Class A Ordinary Shares	(31,041,243)
Total shares from the Mergers and PIPE Financing	19,796,221
Legacy Complete Solaria shares	20,034,257
2022 Convertible Note Shares	5,460,075
Shares of Complete Solaria Common stock immediately after Mergers	45,290,553
Sponsor [Member]
Schedule of Common Stock Outstanding [Line Items]
Bonus shares issued	193,976
PIPE [Member]
Schedule of Common Stock Outstanding [Line Items]
Bonus shares issued	120,000
Shares issued	1,690,000
FPA [Member]
Schedule of Common Stock Outstanding [Line Items]
Bonus shares issued	150,000
Shares issued	5,558,488
Class A Ordinary Shares [Member]
Schedule of Common Stock Outstanding [Line Items]
Ordinary Shares, outstanding prior to Mergers	34,500,000
Class B Ordinary Shares [Member]
Schedule of Common Stock Outstanding [Line Items]
Ordinary Shares, outstanding prior to Mergers	8,625,000

Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands	Sep. 29, 2024	Dec. 31, 2023
Schedule of Property and Equipment, Net [Line Items]
Total property and equipment, gross	$ 793	$ 7,928
Less: accumulated depreciation and amortization	(203)	(3,611)
Total property and equipment, net	$ 590	4,317
Developed software [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated Useful Lives	5 years
Total property and equipment, gross	$ 624	6,993
Manufacturing equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated Useful Lives	3 years
Total property and equipment, gross	$ 73	131
Furniture and equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated Useful Lives	3 years
Total property and equipment, gross	$ 96	96
Leasehold improvements [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated Useful Lives	5 years
Total property and equipment, gross		$ 708

Subsequent Events

9 Months Ended

Sep. 29, 2024

Subsequent Events [Abstract]

Subsequent Events

(20)

Subsequent Events

Acquisition of Select Assets of SunPower Corporation

On August 5, 2024, the Company entered into an Asset Purchase Agreement (the “APA”) among the Company, SunPower Corporation and its direct and indirect subsidiaries (collectively “SunPower”) providing for the sale and purchase of certain assets relating to SunPower’s Blue Raven Solar business and certain assets relating to the new homes and non-installing dealer network activities previously operated by SunPower (the “Acquired Assets”). The APA was entered into in connection with a voluntary petition filed by SunPower under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532 (“Bankruptcy Code”). The sale by SunPower was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware. The Company completed the acquisition of the Acquired Assets effective September 30, 2024, in consideration for a cash purchase price of $45.0 million. The initial accounting for the business combination is incomplete at this time due to the close proximity of the acquisition close date to the issuance date of these unaudited condensed consolidated financial statements.

In connection with the closing of the transaction under the APA, on September 30, 2024, the Company and SunPower entered into a Transition Services Agreement (the “TSA”) pursuant to which SunPower shall use commercially reasonable efforts to perform specified forward transition services relating to the Acquired Assets for the period set forth in the TSA. Additionally, during such transition services period, the Company shall use commercially reasonable efforts to perform specified reverse transition services to SunPower. The TSA terminates upon a confirmed Chapter 11 plan of SunPower.

As consideration for the forward transition services provided by SunPower under the TSA, the Company will pay SunPower for the cost of services provided as defined in Annex A to the TSA, including (a) specified license renewal and transfer fees, software license costs, employee costs, costs associated with insurance coverage, costs associated with banking services, certain facility costs, and certain other costs specified in the TSA, plus (b) all actual or necessary costs and out-of-pocket expenses incurred by SunPower in connection with the provision of the transition services, including for time spent by SunPower personnel and contractors in performing the forward transition services as defined in the TSA, plus (c) any additional license fees, consent costs, temporary right-of-use fees, royalties, or other amounts payable to any third party that may be necessary for SunPower to provide the forward transition services. The Company will not receive any fees or remuneration for the reverse transition services provided by the Company to SunPower.

Warrants (Tables)

9 Months Ended

Sep. 29, 2024

Warrants [Abstract]

Liability-classified warrants

	As of
	September 29,		December 31,
	2024		2023
Carlyle warrant	$	—	$	9,515
Replacement warrants		—		1,310
Public warrants		2,242		167
Private placements warrants		3,908		122
Working capital warrants		447		13
	$	6,597	$	11,127

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 29, 2024

Stock-Based Compensation [Abstract]

Schedule of Summary of Stock Option Activity

A summary of stock option activity for the thirty-nine weeks ended September 29, 2024 under the Plans is as follows:

	Options Outstanding
	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding—December 31, 2023		11,716,646		$	3.48		8.53	$	2,756
Options granted		6,121,251			0.93
Options exercised		(421,546	)		0.75
Options canceled		(5,682,132	)		1.54
Outstanding—September 29, 2024		11,734,219		$	3.06		7.43	$	14,356
Vested and expected to vest—September 29, 2024		11,734,219		$	3.06		7.43	$	14,356
Vested and exercisable—September 29, 2024		4,450,841		$	4.44		5.25	$	3,142

Schedule of Summary of RSU Activity

A summary of RSU activity for the thirty-nine weeks ended September 29, 2024 under the Plan is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested at December 31, 2023		58,097		$	2.07
Granted		2,466,284		$	––
Vested and released		(88,215	)	$	––
Cancelled or forfeited		––		$	––
Unvested at September 29, 2024		2,436,166		$	1.78

Schedule of Stock Based Compensation Expense

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 29, 2024		October 1, 2023		September 29, 2024		October 1, 2023
Cost of revenues	$	49	$	20	$	105	$	51
Sales and marketing		196		143		490		337
General and administrative		1,271		1,416		3,491		1,933
Total stock-based compensation expense from continuing operations		1,516		1,579		4,086		2,321
Stock-based compensation from discontinued operations, net of tax		—		535		—		1,835
Total stock-based compensation expense	$	1,516	$	2,114	$	4,086	$	4,156

Summary of Significant Accounting Policies

9 Months Ended

Sep. 29, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2)

Summary of Significant Accounting Policies

(a)

Basis of Presentation

The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the Unites States of America (“GAAP” or “U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation within the Company’s consolidated balance sheet, Note 3 – Fair Value Measurements, and Note 9 – Accrued Expenses and Other Current Liabilities. These reclassifications had no effect on the reported consolidated net loss.

The Company’s fiscal quarters consist of thirteen-week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31.

(b)

Use of Estimates

The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, as well as related disclosure of contingent assets and liabilities. Significant estimates and assumptions made by management include, but are not limited to, the determination of:

	●	The allocation of the transaction price to identified performance obligations;

	●	Fair value of warrant liabilities;

	●	The fair value of the forward purchase agreements;

	●	The reserve methodology for inventory obsolescence;

	●	The reserve methodology for product warranty;

	●	The reserve methodology for the allowance for credit losses;

	●	The fair value of derivative liabilities; and

	●	The measurement of stock-based compensation.

To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. The Company has assessed the impact, and management is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained.

(c)

Segment Information

The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated Company. All the Company’s long-lived assets are maintained in the United States of America.

(d)

Concentration of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits from time to time. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company’s customers consist primarily of residential homeowners. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. Many residential customers finance their transaction through third-party financing entities from whom the Company collects the receivable. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for credit losses. As of September 29, 2024, three entities had an outstanding balance that represented 27%, 18% and 13% of the total accounts receivable balance. As of December 31, 2023, two entities had an outstanding balance that represented 38% and 16% of the total accounts receivable balance.

Concentration of customers

No customers represented more than 10% of gross revenues from continuing operations for the thirteen and thirty-nine weeks ended September 29, 2024 and October 1, 2023.

Concentration of suppliers

For the thirteen-weeks ended September 29, 2024, three suppliers represented 56%, 23% and 18%, of the Company’s inventory purchases. For the thirty-nine weeks ended September 29, 2024, three suppliers represented 65%, 20% and 10% of the Company’s inventory purchases. For the thirteen-weeks and thirty-nine weeks ended October 1, 2023, one supplier represented 84% and 86% of the Company’s inventory purchases, respectively.

(e)

Cash and Cash Equivalents

The Company considers all highly liquid securities that mature within three months or less from the original date of purchase to be cash equivalents. The Company maintains the majority of its cash balances with commercial banks in interest bearing accounts. Cash and cash equivalents include cash held in checking and savings accounts and money market accounts consisting of highly liquid securities with original maturity dates of three months or less from the original date of purchase.

(f)

Restricted Cash

The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. The restricted cash balance was $3.8 million, at each of September 29, 2024 and December 31, 2023. Restricted cash consists of deposits in money market accounts, which is used as cash collateral backing letters of credit related to customs duty authorities’ requirements. The Company has presented these balances under restricted cash, as a long-term asset, in its unaudited condensed consolidated balance sheets. The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands):

	September 29, 2024		December 31, 2023
Cash and cash equivalents	$	79,502	$	2,593
Restricted cash		3,841		3,823
Total cash, cash equivalents and restricted cash	$	83,343	$	6,416

(g)

Revenue Recognition

Disaggregation of revenue

Refer to the table below for the Company’s revenue recognized by product and service type (in thousands):

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 29,		October 1,		September 29,		October 1,
	2024		2023		2024		2023
Solar energy system installations	$	5,536	$	23,915	$	19,932	$	64,511
Software enhanced services		—		675		136		2,376
Total revenue	$	5,536	$	24,590	$	20,068	$	66,887

All of the Company’s revenue recognized by geography based on the location of the customer for the thirteen week and thirty-nine week periods ended September 29, 2024 and October 1, 2023 was in the United States.

Remaining performance obligations

The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. As of September 29, 2024, the Company has deferred $1.0 million associated with a long-term service contract. As of December 31, 2023, the Company has deferred $1.2 million associated with a long-term service contract, which will be recognized evenly through 2028.

Incremental costs of obtaining customer contracts

Incremental costs of obtaining customer contracts consist of sales commissions, which are costs paid to third-party vendors who source residential customer contracts for the sale of solar energy systems by the Company. The Company defers sales commissions and recognizes expense in accordance with the timing of the related revenue recognition. Amortization of deferred commissions is recorded as sales commissions in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of September 29, 2024 and December 31, 2023, deferred commissions were $1.2 million and $4.2 million, respectively, which were included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets.

Deferred revenue

The Company typically invoices its customers upon completion of set milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives consideration, or when such consideration is unconditionally due from a customer prior to delivering goods or services to the customer under the terms of a customer agreement, the Company records deferred revenue. As installation projects are typically completed within 12-months, the Company’s deferred revenue is reflected in current liabilities in the accompanying unaudited condensed consolidated balance sheets. The amount of revenue recognized during the thirty-nine week period ended September 29, 2024 that was included in deferred revenue at the beginning of the period was $2.4 million. The amount of revenue recognized during the thirty-nine week period ended October 1, 2023 that was included in deferred revenue at the beginning of the period was $2.5 million.

(h)

Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

●

Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

●

Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of September 29, 2024 and December 31, 2023 include the warrant liabilities, derivative liabilities, SAFE Agreements and FPA liabilities.

The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short-term nature (classified as Level 1).

Certain warrant liabilities, derivative liabilities, SAFE agreements, and FPA liabilities are measured at fair value using Level 3 inputs. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date within the unaudited condensed consolidated statements of operations and comprehensive loss as a component of Other expense, net.

(i)

Direct Offering Costs

Direct offering costs represent legal, accounting and other direct costs related to the Mergers, which was consummated in July 2023. In accounting for the Mergers, direct offering costs of approximately $5.7 million were reclassified to additional paid-in capital and netted against the Mergers proceeds received upon close. As of September 29, 2024 and December 31, 2023, the Company had no deferred offering costs included within prepaid expenses and other current assets in its unaudited condensed consolidated balance sheets.

(j)

Warrant Liabilities

The Company accounts for its warrant liabilities in accordance with the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, under which the warrants that do not meet the criteria for equity classification and must be recorded as liabilities. The warrant liabilities are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in Other expense, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 12 – Warrants.

(k)

Forward Purchase Agreements

The Company accounts for its FPAs in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity, as the agreements embody an obligation to transfer assets to settle a forward contract. The FPA liabilities are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in Other expense, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 5 – Forward Purchase Agreements.

(l)

Derivative Liabilities

The Company evaluates its financial obligations to determine if such instruments are derivatives or contain features that qualify as bifurcated derivatives in accordance with ASC 815, Derivatives and Hedging. Derivative liabilities are initially recorded at their fair value on the issuance date and are then re-valued at each reporting date, with changes in the fair value reported in other expense, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 13 – Borrowings and Derivative Liabilities.

(m)

Net Loss Per Share

The Company computes net loss per share following ASC 260, Earnings Per Share. Basic net loss per share is measured as loss attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted net loss per share presents the dilutive effect on a per-share basis from the potential exercise of options, SAFE agreements, warrants, and/or convertible notes. The potentially dilutive effect of options, SAFE agreements or warrants are computed using the if-converted method. Securities that potentially have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the diluted loss per share calculation.

(n)

Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company is currently evaluating ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU 2023-09 is effective for public companies starting in annual periods beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09.

Employee Stock Purchase Plan (Details)	9 Months Ended
Employee Stock Purchase Plan (Details)	Sep. 29, 2024 shares
Employee Stock Purchase Plan [Line Items]
Percentage of fair market values of stock	85.00%
Shares reserved for future issuance	49,414,705
Employee Stock Purchase Plan [Member]
Employee Stock Purchase Plan [Line Items]
Shares reserved for future issuance	2,628,996

Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Jul. 16, 2024	Dec. 18, 2023	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Oct. 01, 2023	Aug. 14, 2024	Dec. 31, 2023
Common Stock [Line Items]
Common stock, shares authorized				1,000,000,000				1,000,000,000
Preferred stock issued
Preferred stock outstanding
Common stock, par value (in Dollars per share)				$ 0.0001				$ 0.0001
Aggregate purchase price (in Dollars)		$ 5,000
Newly issued shares (in Dollars)			$ 5,220			$ 5,220
Shares of common stock				72,977,921				49,065,361
Total issued (in Dollars)		$ 10,000		$ 14				$ 7
Net proceeds (in Dollars)				$ 6,143
White Lion Capital, LLC [Member]
Common Stock [Line Items]
Newly issued shares (in Dollars)	$ 30,000
Purchase Agreement [Member]
Common Stock [Line Items]
Shares purchase		1,838,235
Common stock, par value (in Dollars per share)		$ 0.0001
Aggregate purchase price per share (in Dollars per share)		$ 1.36
Preferred Stock [Member]
Common Stock [Line Items]
Preferred stock, shares authorized				10,000,000
Common Stock [Member]
Common Stock [Line Items]
Newly issued shares (in Dollars)			$ 2			$ 2
Common stock outstanding, percentage	9.99%
Net proceeds (in Dollars)				$ 6,100
Common Stock [Member] \| Hour Rapid [Member]
Common Stock [Line Items]
Shares of common stock							100,000
Total issued (in Dollars)				$ 2,700

Basic and Diluted Net Loss Per Share (Details) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023
Basic and Diluted Net Loss Per Share [Abstract]
Dividends declared

Stock-Based Compensation (Details) - Schedule of Summary of Stock Option Activity - Stock Option [Member] $ / shares in Units, $ in Thousands		9 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 29, 2024 USD ($) $ / shares shares
Schedule of Summary of Stock Option Activity [Line Items]
Number of shares, outstanding \| shares	11,716,646	11,734,219
Weighted average exercise price per share, outstanding \| $ / shares	$ 3.48	$ 3.06
Weighted Average Contractual Term (Years), outstanding	8 years 6 months 10 days	7 years 5 months 4 days
Aggregate Intrinsic Value, outstanding \| $	$ 2,756	$ 14,356
Number of shares, Vested and expected to vest \| shares		11,734,219
Weighted average exercise price per share, Vested and expected to vest \| $ / shares		$ 3.06
Weighted Average Contractual Term (Years), Vested and expected to vest		7 years 5 months 4 days
Aggregate Intrinsic Value, Vested and expected to vest \| $		$ 14,356
Number of Shares, Vested and exercisable \| shares		4,450,841
Weighted Average Exercise Price per Share, Vested and exercisable \| $ / shares		$ 4.44
Weighted Average Contractual Term (Years), Vested and exercisable		5 years 3 months
Aggregate Intrinsic Value , Vested and exercisable \| $		$ 3,142
Number of shares, Options granted \| shares		6,121,251
Weighted average exercise price per share, Options granted \| $ / shares		$ 0.93
Number of shares, Options exercised \| shares		(421,546)
Weighted average exercise price per share, Options exercised \| $ / shares		$ 0.75
Number of shares, Options canceled \| shares		(5,682,132)
Weighted average exercise price per share, Options canceled \| $ / shares		$ 1.54

Related Party Transactions

9 Months Ended

Sep. 29, 2024

Related Party Transactions

(19)

Related Party Transactions

From October 2022 through June 2023, the Company issued convertible promissory notes (“2022 Convertible Notes”) of approximately $33.3 million to various investors, out of which $12.1 million was issued to five related parties. Additionally, the Company acquired a related party convertible note, on the same terms as the 2022 Convertible Notes as part of the acquisition of Solaria, with a fair value of $6.7 million at the time of the acquisition. The 2022 Convertible Notes accrued interest at a rate of 5% per annum. Immediately prior to the closing of the Mergers, the 2022 Convertible Notes were converted into the number of shares of common stock of Complete Solaria equal to (x) the principal amount together with all accrued interest of the 2022 Convertible Notes divided by 0.75, divided by (y) the price of a share of common stock of Complete Solaria used to determine the conversion ratio in the Amended and Restated Business Combination Agreement. This resulted in the issuance of 5,316,460 shares of Complete Solaria common stock to the noteholders and no debt remains outstanding associated with the 2022 Convertible Notes as of December 31, 2023. For the thirteen week periods ended September 29, 2024 and October 1, 2023, the Company recognized zero and less than $0.1 million, respectively, in interest expense related to the related party 2022 Convertible Notes. For the thirty-nine week periods ended September 29, 2024 and October 1, 2023, the Company recognized zero and $0.4 million, respectively, in interest expense related to the related party 2022 Convertible Notes.

In June 2023, the Company received $3.5 million of prefunded PIPE proceeds from a related party investor in conjunction with the Company’s merger with Freedom Acquisition I Corp. In July 2023, in connection with the Mergers, in addition to the $3.5 million of related party PIPE proceeds noted above, the Company received additional PIPE proceeds from related parties of $12.1 million. In July 2023, in connection with the Mergers, the Company issued 120,000 shares to a related party as a transaction bonus. Refer to Note 1(a) – Description of Business and Note 4 – Reverse Recapitalization for further discussion.

In July 2023, the Company entered into a series of FPAs as described in Note 5 – Forward Purchase Agreements. In connection with the FPAs, the Company recognized other expense of $30.7 million for each of the thirteen and thirty-nine week periods ended October 1, 2023 in connection with the issuance of 5,670,000 shares of the Company’s common stock to the related party FPA Sellers. The Company recognized other income of $0.3 million in connection with the issuance of the FPAs with related parties.

The Company has recognized an asset associated with the FPAs of $0.9 million and a liability of $3.2 million due to related parties in its unaudited condensed consolidated balance sheets as of September 29, 2024 and December 31, 2023, respectively. The change in fair value of the forward purchase liabilities with related parties amounted to income of $6.5 million for the thirteen weeks ended September 29, 2024, and $4.1 million for the thirty-nine weeks ended September 29, 2024, respectively. The change in the fair value of the forward purchase liabilities with related parties amounted to expense of $5.9 million for the thirteen and thirty-nine week periods ended October 1, 2023.

In September 2023, in connection with the Mergers, the Company entered into a settlement and release agreement with a related party for the settlement of a working capital loan made to the Sponsor, prior to the closing of the Mergers. As part of the settlement agreement, the Company agreed to pay the related party $0.5 million as a return of capital, which is paid in ten equal monthly installments and does not accrue interest. The Company paid $0.2 million in 2023 and the remaining balance of $0.3 million was paid in the thirteen-week period ended March 31, 2024.

Three SAFEs, as described in Note 14 –SAFE Agreements, entered into during the thirty-nine weeks ended September 29, 2024 were with the Rodgers Massey Freedom and Free Markets Charitable Trust, a related party. The Company received proceeds from the SAFEs totaling $6.0 million in exchange for debt that may be converted into shares of the Company’s common stock. Two SAFEs issued in the first quarter of 2024, totaling $5.0 million were converted into 13,888,889 shares of the Company’s common stock during the thirty-nine weeks ended September 29, 2024. The Company recognized a loss of $1.3 million in connection with the conversion of these two SAFEs.

In July 2024, the Company entered into a note purchase agreement and issued a 12% convertible note to an affiliate of the Company’s CEO, T. J. Rodgers, in the original principal amount of $18.0 million in exchange for cash. The 12% convertible note is payable in full on July 1, 2029. Interest expense recognized on the note was $0.5 million in the thirteen and thirty-nine weeks ended September 29, 2024. The Company also recognized $0.4 million of amortization expense in each of the thirteen and thirty-nine week periods ended September 29, 2024, in connection with the 12% convertible notes issued to the related party.

In September 2024, the Company issued $8.0 million principal amount of 7.0% Notes to affiliates of the Company’s CEO, T.J. Rodgers. Interest expense in the condensed consolidated statement of operations and comprehensive loss includes $0.1 million relating to the 7.0% Notes issued by the Company to the related party.

There were no other material related party transactions during the thirteen and thirty-nine week periods ended September 29, 2024 and October 1, 2023.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Borrowings and Derivative Liabilities [Abstract]

Commitments and Contingencies (Details) - USD ($) $ in Thousands					1 Months Ended		12 Months Ended
	Jun. 17, 2024	Mar. 15, 2024	Mar. 16, 2023	Jul. 22, 2021	Feb. 28, 2023	Jan. 31, 2023	Dec. 31, 2023	Sep. 29, 2024	Feb. 22, 2024
Commitments and Contingencies [Line Items]
Loss contingency in accrued expenses and other current liabilities							$ 7,700	$ 7,700
Damages amount			$ 220,000	$ 6,900
Subsidiaries indemnity obligations									$ 6,900
Accrual amount of legal loss								6,900
Legal loss							6,900
Letters of credit								3,800
Restricted cash accounts							$ 3,800	3,800
SolarPark Korea Co., LTD [Member]
Commitments and Contingencies [Line Items]
Demanded amount						$ 80,000
Damages amount					$ 26,400
Attorney [Member]
Commitments and Contingencies [Line Items]
Fees, expenses, and pre-judgment interest		$ 2,670
Attorneys’ fees and costs	$ 2,000
Accrual amount of legal loss								$ 2,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Warranty period								10 years
Maximum [Member]
Commitments and Contingencies [Line Items]
Warranty period								30 years

Basic and Diluted Net Loss Per Share (Details) - Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share - shares	Sep. 29, 2024	Oct. 01, 2023
Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share [Line Items]
Potential common shares excluded from diluted net loss per share	104,420,286	30,639,646
Common stock warrants [Member]
Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share [Line Items]
Potential common shares excluded from diluted net loss per share	31,670,265	23,626,132
Common stock issuable for convertible notes [Member]
Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share [Line Items]
Potential common shares excluded from diluted net loss per share	58,579,636
Stock options and RSUs issued and outstanding [Member]
Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share [Line Items]
Potential common shares excluded from diluted net loss per share	14,170,385	7,013,514

Borrowings and Derivative Liabilities

9 Months Ended

Sep. 29, 2024

Borrowings and Derivative Liabilities

(13)

Borrowings and Derivative Liabilities

Exchange Agreement

On July 1, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Carlyle and Kline Hill providing for:

(i)

the cancellation of all indebtedness of $37.2 million owed to Carlyle by the Company, termination of all debt instruments by and between the Company and Carlyle (through the transfer of Carlyle’s interest in CS Solis, LLC, to the Company), and the satisfaction of all obligations owed to Carlyle by the Company under the terminated debt instruments;

(ii)

the issuance of a convertible note in the original principal amount of $10.0 million to Carlyle (“12% Carlyle Note”);

(iii)

the cancellation of all indebtedness of $28.7 million owed to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline Hill Partners Opportunity IV SPV, LLC (collectively “Kline Hill”). by the Company, termination of all debt instruments by and between the Company and Kline Hill, including the 2018 Bridge Notes, the revolving loan and the secured credit facility, and the satisfaction of all obligations owed to Kline Hill by the Company under the terminated debt instruments;

(iv)

the issuance of convertible notes in the aggregate original principal amount of $8.0 million to Kline Hill (“12% Kline Hill Notes”); and

(v)

the issuance of 1,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) to Kline Hill (the “Shares”)

July 2024 Notes

In July 2024, the Company issued $46.0 million of senior unsecured convertible notes to various lenders, $18.0 million of which were issued to a related party affiliated with the Company’s CEO, Rodgers Massey Revocable Living Trust, and another $18.0 million of which were issued in exchange for the cancellation of all indebtedness with Kline Hill and Carlyle (the “July 2024 Notes”). The July 2024 Notes bear interest at 12% per annum and mature on July 1, 2029. The interest rate increases by 3% in the case of an event of default. The July 2024 Notes are convertible into the Company’s common stock at the option of the holder at a conversion rate of $1.68 per share. The July 2024 Notes will become immediately due and payable at the option of the holder in the event of default and upon a qualifying change of control event. The conversion option is required to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $28.7 million on the issuance date with a corresponding debt discount. The Company additionally issued a warrant to purchase shares of common stock to its broker, the Cantor Warrant as described in Note 12 – Warrants, with a fair value of $1.4 million, of which $0.9 million was recorded as a debt discount, and $0.5 million was included in the calculation of the Company’s gain on the troubled debt restructuring, as discussed below. As of September 29, 2024, the carrying amount of the July 2024 Notes was $107.8 million, which reflects a derivative liability of $65.9 million and convertible notes of $70.6 million, less an unamortized debt discount of $28.7 million.

Interest expense recognized on the July 2024 Notes was $0.8 million in each of the thirteen and thirty-nine weeks ended September 29, 2024, of which $0.5 million was interest expense attributable to a related party.

7% Convertible Senior Notes

In September 2024, the Company issued $66.8 million of senior unsecured convertible notes to various lenders, $8.0 million of which were issued to a related party (the “September 2024 Notes”). The September 2024 Notes bear interest at 7% per annum and mature on July 1, 2029. The September 2024 Notes are convertible into the Company’s common stock at the option of the holder at a conversion rate of $2.14 per share. The September 2024 Notes will become immediately due and payable at the option of the holder in the event of default and upon a qualifying change of control event. The conversion option is required to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $91.5 million on the issuance date. As the fair value of the derivative liability exceeds the proceeds received, the Company recorded a corresponding financing loss of $24.7 million and debt discount for $66.8 million as of the issuance date. As of September 29, 2024, the carrying amount of the September 2024 Notes was $92.6 million, which reflects a derivative liability of $92.1 million and convertible notes of $66.8 million, less an unamortized debt discount of $66.3 million.

Interest expense recognized on the 7.0% Notes was $0.05 million in each of the thirteen and thirty-nine weeks ended September 29, 2024.

2018 Bridge Notes

In December 2018, Solaria Corporation issued senior subordinated convertible secured notes (“2018 Notes”) totaling approximately $3.4 million in exchange for cash. The 2018 Notes bear interest at the rate of 8% per annum and the investors are entitled to receive twice the face value of the 2018 Notes at maturity. The 2018 Notes were secured by substantially all of the assets of Solaria Corporation. In 2021, the 2018 Notes were amended extending the maturity date to December 13, 2022. In connection with the 2021 amendment, Solaria had issued warrants to purchase shares of Series E-1 redeemable convertible preferred stock of Solaria. The warrants were exercisable immediately in whole or in part at and expire on December 13, 2031. As part of the Business Combination with Complete Solar, all the outstanding warrants issued to the lenders were assumed by the parent company, Complete Solaria. The 2018 Notes were secured by substantially all of the assets of Complete Solaria.

In December 2022, the Company entered into an amendment to the 2018 Notes extending the maturity date from December 13, 2022 to December 13, 2023. In connection with the amendment, the 2018 Notes continued to bear interest at 8% per annum and were entitled to an increased repayment premium from 110% to 120% of the principal and accrued interest at the time of repayment. The Company concluded that the amendment represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the amended terms resulted in a concession to the Company. As the future undiscounted cash payments under the modified terms exceeded the carrying amount of the 2018 Notes on the date of modification, the modification was accounted for prospectively. The incremental repayment premium was being amortized to interest expense using the effective interest rate method. Interest expense recognized for the thirteen weeks ended September 29, 2024 and October 1, 2023 was zero and $0.3 million, respectively. Interest expense recognized for the thirty-nine weeks ended September 29, 2024 and October 1, 2023 was $0.7 million and $1.0 million, respectively.

The 2018 Bridge Notes were settled as part of the Exchange Agreement disclosed above. In connection with the Exchange Agreement, the balance of $1.7 million of the 2018 Notes was exchanged for the 12% Kline Hill Notes.

In July 2024, the Company issued $8.0 million of senior unsecured convertible notes and 1,500,000 shares of the Company’s common stock in exchange for the cancellation of all indebtedness with Kline Hill. Such indebtedness was comprised of the 2018 Notes of $11.7 million, the portion of the Revolving Loan assigned to Kline Hill of $3.9 million, and the Secured Credit Facility of $13.1 million. The Company concluded that the exchange represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the new terms under the convertible notes resulted in a concession to the Company. As the carrying amount of the debt exceeded the future undiscounted cash payments under the new terms on the date of the exchange, the Company recorded a gain on the troubled debt restructuring of $7.3 million. The convertible notes have the same terms and conditions as the July 2024 Notes.

Revolver Loan

In October 2020, Solaria entered into a loan agreement (“SCI Loan Agreement”) with Structural Capital Investments III, LP (“SCI”).

The SCI Loan Agreement was comprised of two facilities, a term loan (the “Term Loan”) and a revolving loan (the “Revolving Loan”) (together “Original Agreement”) for $5.0 million each with a maturity date of October 31, 2023. Both the Term Loan and the Revolving Loan were fully drawn upon closing. The Term Loan was repaid prior to the acquisition of Solaria by Complete Solar and was not included in the Business Combination.

The Revolving Loan had a term of thirty-six months, with the principal due at the end of the term and an annual interest rate of 7.75% or Prime rate plus 4.5%, whichever was higher. The SCI Loan Agreement required the Company to meet certain financial covenants relating to the maintenance of a specified restricted cash balance, achieve specified revenue targets and maintain specified contribution margins (“Financial Covenants”) over the term of the Revolving Loan. The Revolving Loan was collateralized by substantially all assets and property of the Company.

In the years ended December 31, 2022 and December 31, 2021, Solaria entered into several Amended and Restated Loan and Security Agreements with SCI to forbear SCI from exercising any rights and remedies available to it as a result of the Company not meeting certain Financial Covenants required by the Original Agreement. As a result of these amendments changes were made to the Financial Covenants, and Solaria recorded a total of $1.9 million in amendment fees which amount was recorded in Other Liabilities, and this liability was included in the assumed liabilities for purchase price accounting.

Solaria had historically issued warrants to purchase shares of Series E-1 redeemable convertible preferred stock of Solaria (“SCI Series E-1 warrants”). The warrants were fully exercisable in whole or in part at any time during the term of the Original agreement. As part of the Business Combination with Complete Solar, all the outstanding SCI Series E-1 warrants were assumed by the parent company, Complete Solaria.

In October 2023, the Company entered into an Assignment Agreement whereby Structural Capital Investments III, LP assigned the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, (collectively “Kline Hill”) and Rodgers Massey Revocable Living Trust for a total purchase price of $5.0 million. The Company has identified this arrangement as a related party transaction, as discussed in Note 19 – Related Party Transactions. A portion of the SCI Revolving Loan was cancelled as part of the Exchange Agreement disclosed above and as discussed in the 2018 Bridge Notes section above. In connection with the Exchange Agreement, $3.9 million of the Revolving Loan was exchanged for the 12% Kline Hill Notes, the accounting for which is described above under the 2018 Bridge Notes. The portion of the Revolving Loan owing to the Rodgers Massey Revocable Living Trust of $1.6 million remains outstanding as of September 29, 2024.

Interest expense recognized for the thirteen-week periods ended September 29, 2024 and October 1, 2023 was zero and $0.2 million, respectively. Interest expense recognized for the thirty-nine weeks ended September 29, 2024 and October 1, 2023, was $0.4 million and $0.5 million, respectively. The interest expense recognized in 2024 is deemed to be related party interest expense.

Secured Credit Facility

In December 2022, the Company entered into a secured credit facility agreement with Kline Hill Partners IV SPV LLC and Kline Hill Partners Opportunity IV SPV LLC (“Secured Credit Facility”). The Secured Credit Facility agreement allowed the Company to borrow up to 70% of the net amount of its eligible vendor purchase orders with a maximum amount of $10.0 million at any point in time. The purchase orders were backed by relevant customer sales orders which served as collateral. The amounts drawn under the Secured Credit Facility were eligible to be reborrowed provided that the aggregate borrowing did not exceed $20.0 million. The repayment terms under the Secured Credit Facility were the borrowed amount multiplied by 1.15x if repaid within 75 days and borrowed amount multiplied by 1.175x if repaid after 75 days. The Company could have repaid any borrowed amount without premium or penalty. Under the original terms, the Secured Credit Facility agreement was due to mature in April 2023.

The Company recognized interest expense of zero and zero related to the Secured Credit Facility during the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively. The Company recognized interest expense of $1.0 million and $3.1 million related to the Secured Credit Facility during the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively. The Secured Credit Facility was cancelled as part of the Exchange Agreement disclosed above, the accounting for which is described above under the 2018 Bridge Notes.

Polar Settlement Agreement

In September 2023, in connection with the Mergers, the Company entered into a settlement and release agreement with Polar Multi-Strategy Master Fund (“Polar”) for the settlement of a working capital loan that had been made by Polar to the Sponsor, prior to the closing of the Mergers. The settlement agreement required the Company to pay Polar $0.5 million in ten equal monthly installments and did not accrue interest. As of December 31, 2023, the balance owed to Polar was $0.3 million all of which was paid in the first quarter of 2024.

Debt in CS Solis

As part of the Reorganization described in Note 1(a) Organization - Description of Business, the Company received cash and recorded debt for an investment by Carlyle. The investment was made pursuant to a subscription agreement, under which Carlyle contributed $25.6 million in exchange for 100 Class B Membership Units of CS Solis and the Company contributed the net assets of Complete Solar, Inc. in exchange for 100 Class A Membership Units. The Class B Membership Units were mandatorily redeemable by the Company on the three-year anniversary of the effective date of the CS Solis amended and restated LLC agreement (February 14, 2025). The Class B Membership Units accrued interest that was payable upon redemption at a rate of 10.5% (which was structured as a dividend payable based on 25% of the investment amount measured quarterly), compounded annually, and subject to increases in the event the Company declared any dividends. In connection with the investment by Carlyle, the Company issued Carlyle a warrant to purchase 5,978,960 shares of the Company’s common stock at a price of $0.01 per share, of which, the purchase of 4,132,513 shares of the Company’s common stock is immediately exercisable. The Company has accounted for the mandatorily redeemable investment from Carlyle in accordance with ASC 480 and recorded the investment as a liability, which was accreted to its redemption value under the effective interest method. The Company recorded the warrants as a discount to the liability.

On July 17 and July 18, 2023, and in connection with obtaining consent for the Mergers, Legacy Complete Solaria, FACT and Carlyle entered into an Amended and Restated Consent to the Business Combination Agreement (“Carlyle Debt Modification Agreement”) and an amended and restated warrant agreement (“Carlyle Warrant Amendment”), which modified the terms of the mandatorily redeemable investment made by Carlyle in Legacy Complete Solaria.

The Carlyle Debt Modification Agreement accelerated the redemption date of the investment to March 31, 2024 subsequent to the modification. The acceleration of the redemption date of the investment resulted in the total redemption amount to be 1.3 times the principal at December 31, 2023. The redemption amount increased to 1.4 times the original investment as of March 31, 2024. Additionally, as part of the amendment, the parties entered into an amended and restated warrant agreement. As part of the Carlyle Warrant Amendment, Complete Solaria issued Carlyle a warrant to purchase up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $0.01, which is inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. The warrants are classified as liabilities under ASC 815 and are recorded within warrant liability on the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.

In July 2024, the Company issued $10.0 million of senior unsecured convertible notes in exchange for the cancellation of all indebtedness with CS Solis of $37.2 million. The Company concluded that the exchange represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the new terms under the convertible notes resulted in a concession to the Company. As the carrying amount of the debt exceeded the future undiscounted cash payments under the new terms on the date of the exchange, the Company recorded a gain on the troubled debt restructuring of $12.5 million. The convertible notes have the same terms and conditions as the other convertible notes issued in July 2024 described above.

For the thirteen weeks ended September 29, 2024 and October 1, 2023, the Company recorded accretion of the liability as interest expense of zero and $1.2 million, respectively, and made no payments of interest expense. For the thirty-nine weeks ended September 29, 2024 and October 1, 2023, the Company has recorded accretion of the liability as interest expense of $3.9 million and $2.7 million, respectively, and made no payments of interest expense.

For the thirteen weeks ended September 29, 2024 and October 1, 2023, the Company recorded amortization of issuance costs as interest expense of zero and less than $0.1 million, respectively. For the thirty-nine weeks ended September 29, 2024 and October 1, 2023, the Company recorded amortization of issuance costs as interest expense of zero and $0.7 million, respectively.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 29, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

(a)

Basis of Presentation

The Company’s fiscal quarters consist of thirteen-week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31.

Use of Estimates

(b)

Use of Estimates

	●	The allocation of the transaction price to identified performance obligations;

	●	Fair value of warrant liabilities;

	●	The fair value of the forward purchase agreements;

	●	The reserve methodology for inventory obsolescence;

	●	The reserve methodology for product warranty;

	●	The reserve methodology for the allowance for credit losses;

	●	The fair value of derivative liabilities; and

	●	The measurement of stock-based compensation.

Segment Information

(c)

Segment Information

Concentration of Risks

(d)

Concentration of Risks

Concentration of customers

No customers represented more than 10% of gross revenues from continuing operations for the thirteen and thirty-nine weeks ended September 29, 2024 and October 1, 2023.

Concentration of suppliers

Cash and Cash Equivalents

(e)

Cash and Cash Equivalents

Restricted Cash

(f)

Restricted Cash

	September 29, 2024		December 31, 2023
Cash and cash equivalents	$	79,502	$	2,593
Restricted cash		3,841		3,823
Total cash, cash equivalents and restricted cash	$	83,343	$	6,416

Revenue Recognition

(g)

Revenue Recognition

Disaggregation of revenue

Refer to the table below for the Company’s revenue recognized by product and service type (in thousands):

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 29,		October 1,		September 29,		October 1,
	2024		2023		2024		2023
Solar energy system installations	$	5,536	$	23,915	$	19,932	$	64,511
Software enhanced services		—		675		136		2,376
Total revenue	$	5,536	$	24,590	$	20,068	$	66,887

Remaining performance obligations

Incremental costs of obtaining customer contracts

Deferred revenue

Fair Value Measurements

(h)

Fair Value Measurements

●

Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short-term nature (classified as Level 1).

Direct Offering Costs

(i)

Direct Offering Costs

Warrant Liabilities

(j)

Warrant Liabilities

Forward Purchase Agreements

(k)

Forward Purchase Agreements

Derivative Liabilities

(l)

Derivative Liabilities

Net Loss Per Share

(m)

Net Loss Per Share

Accounting Pronouncements Not Yet Adopted

(n)

Accounting Pronouncements Not Yet Adopted

Unaudited Condensed Consolidated Statements of Stockholders’ Deficit - USD ($)
$ in Thousands

Preferred Stock

Redeemable Convertible

Previously Reported

Preferred Stock

Redeemable Convertible

Common Stock

Previously Reported

Common Stock

Additional Paid-in Capital

Previously Reported

Additional Paid-in Capital

Accumulated Deficit

Previously Reported

Accumulated Deficit

Accumulated Other Comprehensive Income

Previously Reported

Accumulated Other Comprehensive Income

Previously Reported

Total

Balance at Dec. 31, 2022

$ 155,630

$ 3

$ 34,997

$ 190,624

$ (85,373)

$ 27

$ (50,349)

$ 105,281

Balance (in Shares) at Dec. 31, 2022

34,311,133

6,959,618

19,932,429

Conversion of 2022 Convertible Notes into common stock

$ 2

40,950

40,952

Conversion of 2022 Convertible Notes into common stock (in Shares)

5,460,075

Issuance of common stock upon the reverse capitalization, net of offering costs

$ 2

5,218

5,220

Issuance of common stock upon the reverse capitalization, net of offering costs (in Shares)

13,458,293

Reclassification of prepaid PIPE

3,500

^[1]

3,500

^[1]

Reclassification of prepaid PIPE (in Shares)

^[1]

350,000

Reclassification of warrant liabilities to equity

4,697

Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Sock

(1)

Issuance of common stock in connection with forward purchase agreements

$ 1

^[2]

35,489

^[2]

35,490

^[2]

Issuance of common stock in connection with forward purchase agreements (in Shares)

^[2]

5,558,488

Issuance of common stock bonus shares in connection with Mergers

2,394

^[3]

2,394

^[3]

Issuance of common stock bonus shares in connection with Mergers (in Shares)

^[3]

463,976

Residual Mergers proceeds

161

Modification of Carlyle warrant

(10,862)

21,690

Retroactive application of recapitalization

$ (155,630)

^[3]

$ 3

^[3]

155,627

^[3]

155,630

^[3]

Retroactive application of recapitalization (in Shares)

^[3]

(34,311,133)

12,972,811

Exercise of common stock options

Exercise of common stock options (in Shares)

67,292

4,156

Balance (in Shares) at Oct. 01, 2023

(241,906)

Balance at Oct. 01, 2023

$ 7

276,438

(327,279)

(50,783)

45,312,243

Balance at Jul. 01, 2023

$ 155,630

$ 3

37,096

192,723

(120,397)

(83,260)

72,370

Balance (in Shares) at Jul. 01, 2023

34,311,133

7,089,948

19,999,721

Conversion of 2022 Convertible Notes into common stock

$ 2

40,950

40,952

Conversion of 2022 Convertible Notes into common stock (in Shares)

5,460,075

Issuance of common stock upon the reverse capitalization, net of offering costs

$ 2

5,218

5,220

Issuance of common stock upon the reverse capitalization, net of offering costs (in Shares)

13,458,293

Reclassification of prepaid PIPE

3,500

^[1]

3,500

^[1]

Reclassification of prepaid PIPE (in Shares)

^[1]

350,000

Reclassification of warrant liabilities to equity

4,697

Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Sock

(1)

Issuance of common stock in connection with forward purchase agreements

^[2]

$ 1

^[2]

35,489

^[2]

35,490

^[2]

Issuance of common stock in connection with forward purchase agreements (in Shares)

^[2]

5,558,488

Issuance of common stock bonus shares in connection with Mergers

2,394

^[3]

2,394

^[3]

Issuance of common stock bonus shares in connection with Mergers (in Shares)

^[3]

463,976

Residual Mergers proceeds

161

Modification of Carlyle warrant

(10,862)

21,690

Retroactive application of recapitalization

$ (155,630)

^[3]

$ 3

^[3]

$ 155,627

^[3]

$ 155,630

^[3]

Retroactive application of recapitalization (in Shares)

^[3]

(34,311,133)

12,909,773

2,114

Balance (in Shares) at Oct. 01, 2023

(206,882)

Balance at Oct. 01, 2023

$ 7

276,438

(327,279)

(50,783)

45,312,243

Balance at Dec. 31, 2023

$ 7

277,965

(354,928)

143

(76,813)

Balance (in Shares) at Dec. 31, 2023

49,065,361

Exercise of common stock options

492

Exercise of common stock options (in Shares)

373,003

Issuance of common stock upon conversion of SAFEs

$ 6

6,244

6,250

Issuance of common stock upon conversion of SAFEs (in Shares)

13,888,889

88,215

Issuance of common stock warrants

4,086

1,400

Issuance of common stock warrants for services

9,179

Exercise of common stock warrants

$ 1

Exercise of common stock warrants (in Shares)

5,343,616

Issuance of common stock for exchange of debt

2,670

Issuance of common stock for exchange of debt (in Shares)

1,500,000

Issuance of common stock

6,143

Issuance of common stock (in Shares)

2,718,837

Modification of Warrant Agreement

7,306

Balance (in Shares) at Sep. 29, 2024

(103,440)

Balance at Sep. 29, 2024

$ 14

315,485

(458,368)

165

(142,704)

72,977,921

Balance at Jun. 30, 2024

$ 13

288,259

(380,410)

165

(91,973)

Balance (in Shares) at Jun. 30, 2024

63,044,287

Exercise of common stock options

432

Exercise of common stock options (in Shares)

282,966

88,215

Issuance of common stock warrants

1,516

1,400

Issuance of common stock warrants for services

7,759

Exercise of common stock warrants

$ 1

Exercise of common stock warrants (in Shares)

5,343,616

Issuance of common stock for exchange of debt

2,670

Issuance of common stock for exchange of debt (in Shares)

1,500,000

Issuance of common stock

6,143

Issuance of common stock (in Shares)

2,718,837

Modification of Warrant Agreement

7,306