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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 22, 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 5.02. | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Daniel Foley Resignation
On July 22, 2025, Daniel Foley resigned from his
position as Chief Financial Officer of Complete Solaria, Inc. (the “Company”).
Appointment of Interim Chief Financial Officer and Principal Financial
Officer
The Company appointed Jeanne Nguyen as the Company’s
interim Chief Financial Officer and as the Company’s Principal Financial Officer, effective July 22, 2025.
Ms. Nguyen, age 46, has served as the Company’s
Corporate Controller since the closing of the Company’s SunPower acquisition on September 30, 2024.
Ms. Nguyen brings over 23 years of accounting
and finance experience to the Company. Before joining the Company, Ms. Nguyen served as Corporate Controller of SunPower Corporation from
December 2023 until the closing of the Company’s SunPower acquisition in September 2024. Prior to that, Ms. Nguyen served as Corporate
Controller of Convoy Inc. from September 2016 until October 2023. Prior to joining Convoy Inc., Ms. Nguyen was as senior manager in the
Assurance services practice at PricewaterhouseCoopers from July 2011 to March 2016. Ms. Nguyen is a certified public accountant and holds
a BA in Business Administration from the University of Washington.
No arrangement or understanding exists between
Ms. Nguyen and any other person pursuant to which Ms. Nguyen was selected to serve as the Company’s interim Chef Financial Officer
and its Principal Financial Officer.
There are no family relationships between Ms.
Nguyen and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d) of Regulation
S-K, and there are no transactions involving Ms. Nguyen that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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 28, 2025 |
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
