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

Rhea-AI Filing Summary

Davidson Kempner affiliates disclose a near-maximum 9.9% passive stake in Biora Therapeutics (BIOR). On 30 Jun 2025 the hedge-fund complex — M.H. Davidson & Co., Davidson Kempner Arbitrage, Equities & Relative Value LP, Davidson Kempner Capital Management LP and Managing Member Anthony A. Yoseloff — filed Amendment No. 1 to Schedule 13G.

• Total beneficial ownership: up to 906,227 common shares (including 851,177 issuable on note conversion), representing 9.90 % of BIOR’s 4,552,702 outstanding shares.
• Structure: All voting and dispositive power is shared; none of the entities have sole power.
• Convertible notes: 91 % of the reported position is in notes convertible into equity, but conversions are capped by a 9.90 % blocker, limiting immediate dilution.
• M.H. Davidson & Co. separately lists 25,624 shares (0.56 %) including 24,033 from notes.
• The group certifies the position is passive (Rule 13d-1(c)) and not intended to influence control.

The disclosure signals a sizable institutional bet on BIOR while highlighting potential dilution from convertible securities, though the blocker tempers near-term ownership expansion.

Positive

• Institutional validation: A well-known hedge fund complex committing up to 9.9 % of BIOR may boost market confidence and liquidity.

Negative

• Potential dilution: 851,177 shares are issuable from convertible notes, creating an overhang once the 9.9 % blocker constraint eases.

Insights

Equity Analyst

TL;DR – Hedge fund holds 9.9 % via notes, signalling confidence but creating convertible overhang.

Davidson Kempner’s 906 k-share exposure (almost entirely via convertibles) equals the legal ownership ceiling. For a micro-cap with <5 m shares outstanding, this stake is material, adding a sophisticated investor whose interests align with share appreciation. However, the heavy use of notes foreshadows dilution once the blocker lapses or if the base increases. Investors should track any future 13D moves that could indicate an activist tilt.

Corporate Governance Specialist

TL;DR – Passive filing limits immediate governance impact; monitor for 13D shift.

The Schedule 13G confirms Davidson Kempner is currently passive, mitigating control-change risk. Shared voting rights across entities concentrate influence in Yoseloff, but the 9.9 % cap prevents majority leverage. Should the fund re-file on Schedule 13D, governance dynamics could change rapidly, especially in light of convertible note triggers.

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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): August 1, 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.

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 an agreement dated July 13, 2023 (as previously amended, the “Forward Purchase Agreement”) with Polar Multi-Strategy Master Fund (“Polar”) for OTC Equity Prepaid Forward Transactions.

On August 1, 2025, the Company and Polar entered into the Fifth Amendment to OTC Equity Prepaid Forward Transaction to amend the Forward Purchase Agreement (the “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 Exhibit 10.25 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 24, 2023.

The FPA Amendment extends the valuation date (the “Valuation Date”) to the earliest to occur of (a) July 17, 2026, (b) the date specified by Power 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 FPA Amendment further amends 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 Amendment also amends the definition of “Cash Settlement Payment Date” to provide that if the Settlement Amount Adjustment exceeds the Settlement Amount, the Company shall remit to Polar the difference between (i) the Settlement Amount Adjustment and (ii) the Settlement Amount. The FPA Amendment further provides that the Settlement Amount will be used solely as a calculation mechanism to determine any liability the Company may owe to Polar via the Settlement Amount Adjustment, and notwithstanding anything to the contrary herein, Polar shall not be required to remit the Settlement Amount to the Company or return any portion of the Prepayment Amount.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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

1

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.

Dated: August 4, 2025	Complete Solaria, Inc.
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

2

FAQ

How much of Biora Therapeutics (BIOR) does Davidson Kempner own?

The group reports beneficial ownership of up to 906,227 shares, or 9.90 % of outstanding common stock.

What is the composition of the reported BIOR stake?

Approximately 91 % of the position comes from notes convertible into common shares; the remainder is currently outstanding stock.

Does the filing indicate activist intent toward BIOR?

No. The Schedule 13G filing and certification state the securities are held for passive investment purposes.

What is the 9.90 % blocker mentioned in the filing?

The notes prohibit conversion that would push the group’s ownership above 9.90 %, limiting immediate voting power and dilution.

Could the convertible notes dilute existing BIOR shareholders?

Yes. If and when the blocker is lifted or the share count rises, 851,177 additional shares could enter the market.