UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2024

Complete Solaria, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (510) 270-2507

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Complete Solaria, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on December 18, 2024. Set forth below are the final results of the voting with respect to each matter acted upon at the 2024 Annual Meeting of Stockholders. The proposals are described in further detail in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission on November 8, 2024.

Proposal 1 - Election of Directors

The stockholders duly elected each of Thurman J. Rodgers, Antonio R. Alvarez, William J. Anderson, Adam Gishen, Chris Lundell, Lothar Maier, Ronald Pasek, Tidjane Thiam, and Devin Whatley to serve as directors of the Company until the 2025 annual meeting of stockholders.

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 3 – Approval of, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issuable upon the conversion of the 7.0% Convertible Notes due 2029 in an amount that may be equal to or exceed 20% of the Company’s Common Stock outstanding

For purposes of complying with Nasdaq Listing Rule 5635(d), the stockholders approved the issuance of shares of Common Stock issuable upon the conversion of the 7.0% Convertible Notes due 2029 in an amount that may be equal to or exceed 20% of the Company’s Common Stock outstanding.

Proposal 4 – Approval of, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock issuable under the White Lion Purchase Agreement in an amount that may be equal to or exceed 20% of the Company’s Common Stock outstanding

For purposes of complying with Nasdaq Listing Rule 5635(d), the stockholders approved the issuance of shares of Common Stock issuable under the White Lion Purchase Agreement in an amount that may be equal to or exceed 20% of the Company’s Common Stock outstanding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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