[8-K] Complete Solaria, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Nova Minerals Limited (NVA) filed a Form 6-K detailing the completion of its U.S. initial public offering of American Depositary Shares (ADS).

• The company entered an underwriting agreement on 14 Jul 2025 with ThinkEquity to sell 1,200,000 ADS (1 ADS = 60 ordinary shares) at $9.25 per ADS, generating gross proceeds of $11.1 million.
• Underwriters received a 45-day option for up to 120,000 additional ADSs. They partially exercised the option on 17 Jul 2025, purchasing 108,400 ADS at the same price.
• Closing of the over-allotment occurred on 18 Jul 2025, lifting total gross proceeds to $12.21 million before underwriting discounts and offering expenses.
• The filing contains no information on use of proceeds, dilution magnitude or updated guidance.

The report is furnished, not filed, under the Exchange Act and is not incorporated by reference unless specifically stated in future filings.

Positive

• $12.21 million gross proceeds increase cash reserves without adding debt
• Successful partial over-allotment exercise signals investor demand for the ADS offering

Negative

• Issuance of 1.31 million new ADSs (including over-allotment) creates equity dilution
• Filing provides no detail on use of proceeds, limiting visibility into strategic impact

Insights

Equity Capital Markets Analyst

TL;DR: $12.2 M raise boosts liquidity but dilutes equity; impact neutral until use of proceeds clarified.

The offering strengthens Nova Minerals’ cash position, potentially funding exploration or development without incurring debt. However, issuing 1.31 million new ADSs (incl. partial over-allotment) increases share count and may weigh on per-share metrics. With no disclosed allocation of funds or updated business plan, investors cannot yet gauge accretion. Overall, the transaction is a standard capital raise with limited immediate valuation impact.

Mining Industry Specialist

TL;DR: Fresh capital supports project advancement; modestly positive for long-term asset development.

For junior miners, access to equity markets is critical. Securing U.S. investors at $9.25 per ADS validates market interest and provides resources to progress the Estelle Gold Project. While dilution is inherent, raising funds during a challenging commodity cycle is constructive and may shorten time to feasibility studies if proceeds are deployed efficiently.

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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): July 15, 2025

Complete Solaria, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40117		93-2279786
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

45700 Northport Loop East, Fremont, CA		94538
(Address of principal executive offices)		(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SPWR		The Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share		SPWRW		The Nasdaq Capital Market

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 1.01 Entry into a Material Definitive Agreement.

Amendments to Sandia and Meteora Forward Purchase Agreements

Complete Solaria, Inc. (the “Company”) previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2023 that the Company and Freedom Acquisition I Corp. (“Freedom”) entered into separate agreements dated July 13, 2023 (each a “Forward Purchase Agreement”, and together, the “Forward Purchase Agreements”) with each of (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) Sandia Investment Management LP (“Sandia”, and each of Meteora, Polar, and Sandia, individually, a “Seller”, and together, the “Sellers”) for OTC Equity Prepaid Forward Transactions.

On July 15, 2025, the Company and Meteora entered into an amendment to the Forward Purchase Agreement between Meteora and the Company, and on July 16, 2025, the Company and Sandia entered into an amendment to the Forward Purchase Agreement between Sandia and the Company (collectively, the “FPA Amendments”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreements with each of Meteora and Sandia attached as exhibits to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 24, 2023. Any references herein to the “Forward Purchase Agreement” are to be treated as a reference to each Seller’s separate Forward Purchase Agreement and should be construed accordingly.

The FPA Amendments extend the valuation date (the “Valuation Date”) to the earliest to occur of (a) July 17, 2026, (b) the date specified by the applicable Seller in a written notice to be delivered to the Company at such Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (w) a VWAP Trigger Event (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event and (c) 90 days after delivery by the Company of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period that occurs at least six months after the closing date of the transactions under the Amended and Restated Business Combination Agreement, dated as of May 26, 2023, among Freedom, the Company and the other parties thereto, the VWAP Price is less than the then applicable Reset Price, provided that a Registration Statement was effective and available for the entire measurement period and remains continuously effective and available during the entire 90 day notice period.

The FPA Amendments further amend the definition of “Settlement Amount Adjustment” to provide that if the expected Settlement Amount determined by the VWAP Price over the 15 scheduled trading days ending on but excluding the valuation date exceeds the Settlement Amount Adjustment, then the Settlement Amount Adjustment shall be deemed to be zero, and that if the Settlement Amount Adjustment exceeds the Settlement Amount, then the Settlement Amount Adjustment shall be paid, at the Company’s option, in cash or shares of the Company’s common stock.

The FPA Amendments also amend the definition of “Cash Settlement Payment Date” to provide that if the Settlement Amount Adjustment exceeds the Settlement Amount, the Company shall remit to the applicable Seller the difference between (i) the Settlement Amount Adjustment and (ii) the Settlement Amount. The FPA Amendments further provide that the Settlement Amount will be used solely as a calculation mechanism to determine any liability the Company may owe to the Seller via the Settlement Amount Adjustment, and notwithstanding anything to the contrary herein, the Seller shall not be required to remit the Settlement Amount to the Company or return any portion of the Prepayment Amount.

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The foregoing description of the FPA Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of FPA Amendment filed herewith as Exhibit 10.1 and incorporated herein by reference.

Amendment to Polar Forward Purchase Agreement

On July 18, 2025, the Company and Polar entered into a fourth amendment to the Forward Purchase Agreement between Polar and the Company (the “Polar FPA Amendment”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement with Polar attached as an exhibit to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 24, 2023. Any references herein to the “Forward Purchase Agreement” are to be treated as a reference to Polar’s separate Forward Purchase Agreement and should be construed accordingly.

The Polar FPA Amendment extends the valuation date (the “Valuation Date”) to the earliest to occur of (a) August 1, 2025, (b) the date specified by the Polar in a written notice to be delivered to the Company at Polar’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (w) a VWAP Trigger Event (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event and (c) 90 days after delivery by the Company of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period that occurs at least six months after the closing date of the transactions under the Amended and Restated Business Combination Agreement, dated as of May 26, 2023, among Freedom, the Company and the other parties thereto, the VWAP Price is less than the then applicable Reset Price, provided that a Registration Statement was effective and available for the entire measurement period and remains continuously effective and available during the entire 90 day notice period.

The foregoing description of the Polar FPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Polar FPA Amendment filed herewith as Exhibit 10.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Amendment to OTC Equity Prepaid Forward Transaction
10.2		Fourth Amendment to OTC Equity Prepaid Forward Transaction
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	Complete Solaria, Inc.
Dated: July 21, 2025
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

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FAQ

How many ADSs did Nova Minerals (NVA) sell in the July 2025 offering?

The company sold 1,308,400 ADSs (1,200,000 initial + 108,400 over-allotment).

What was the public offering price per ADS for NVA?

Each ADS was priced at $9.25.

How much capital did Nova Minerals raise from the ADS sale?

Gross proceeds totaled $12.21 million before underwriting discounts and expenses.

Did the underwriters exercise their over-allotment option?

Yes, they partially exercised it, purchasing 108,400 ADSs.

Is this Form 6-K incorporated into other SEC filings?

No; it is furnished, not filed, and will only be incorporated by specific reference in future filings.