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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 2.02. Results of Operations and Financial Condition.
On July 22, 2025, Complete Solaria, Inc. (the
“Company”) issued a press release announcing its preliminary unaudited financial results for Q2 2025 (the “Preliminary
Results”). The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 2.02, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing
made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure
The information furnished on Exhibit 99.1 is incorporated
by reference under this Item 7.01 as if fully set forth herein.
The information in this Item 7.01, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act or the
Exchange Act, except as expressly set forth by specific reference in such filing.
Preliminary and Unaudited Financial Results
The Preliminary Results are preliminary and subject
to our Q2 2025 closing, accounting and reporting processes. As a result, the Preliminary Results may change in connection with the finalization
of our closing, accounting and reporting processes, and the financial statements for Q2 2025 may not represent the actual financial results
for such quarter. In addition, the Preliminary Results are not a comprehensive statement of our financial results for Q2 2025 or any other
period, should not be viewed as a substitute for full, audited financial statements prepared in accordance with generally accepted accounting
principles, and are not necessarily indicative of our results for any future period.
Non-GAAP Financial Measures
In addition to providing financial measurements
based on generally accepted accounting principles in the United States of America (“GAAP”), the Preliminary Results include
certain financial measures that are not prepared in accordance with GAAP (“non-GAAP”). Management of the Company believes
the non-GAAP financial measures included in the Preliminary Results, in addition to GAAP financial measures, are useful measures of operating
performance because the non-GAAP financial measures do not include the impact of items that management does not consider indicative of
the Company’s operating performance (as further detailed in the press release furnished as Exhibit 99.1), which facilitates the
analysis of the Company’s core operating results across reporting periods. Such non-GAAP financial measures do not replace the presentation
of the Company’s GAAP financial results and should only be used as a supplement to, not as a substitute for, the Company’s
financial results presented in accordance with GAAP. Descriptions of and reconciliations of the non-GAAP financial measures used in the
press released furnished as Exhibit 99.1 are included in such exhibit and related footnotes. Investors should carefully consider the GAAP
results presented in the press release furnished as Exhibit 99.1, as well as our preliminary non-GAAP information and the reconciliations
between these presentations included in the press release furnished as Exhibit 99.1, to more fully understand the Company’s business.
Non-GAAP financial measures are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in
accordance with GAAP.
Forward Looking Statements
This Current Report on Form 8-K and the press
release furnished as Exhibit 99.1 contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act about the Company and its industry that involve substantial risks and uncertainties. Forward-looking statements
generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking
statements because they contain words such as “will,” “goal,” “prioritize,” “plan,” “target,”
“expect,” “focus,” “forecast,” “look forward,” “opportunity,” “believe,”
“estimate,” “continue,” “anticipate,” and “pursue” or the negative of these terms or similar
expressions. Forward-looking statements in this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 include, without
limitation, the Preliminary Results, the Company’s expectations regarding positive non-GAAP operating profit, expectations and plans
relating to headcount targets, cost control efforts, the Company’s expectations regarding its ability to attract and retain key
employees and talent (including key industry players), and the Company’s expectations with respect to when it achieves breakeven
operating income and positive operating income. Actual results could differ materially from these forward-looking statements as a result
of certain risks and uncertainties, including, without limitation, the Company’s ability to implement further headcount reductions
and cost controls, the Company’s ability to integrate and operate the combined business with the SunPower assets, the Company’s
ability to achieve the anticipated benefits of the SunPower acquisition, global market conditions, the Company’s ability to attract
and retain key employees and talent (including key industry players), any adjustments, changes or revisions to the Company’s financial
results arising from its financial closing, accounting and reporting procedures, and other risks and uncertainties applicable to the Company’s
business. For additional information on these risks and uncertainties and other potential factors that could affect the Company’s
business and financial results or cause actual results to differ from the results predicted, readers should carefully consider the foregoing
factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s annual report
on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025, the Company’s quarterly
reports on Form 10-Q filed with the SEC, and other documents that the Company has filed with, or will file with, the SEC. Such filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements in this Current Report on Form 8-K and the press release furnished
as Exhibit 99.1 speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 99.1 |
|
Press release dated July 22, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 22, 2025 |
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
