Freedom Acquisition I Corp.

Two dilution votes sit on one ballot: acquisition consideration under Rule 5635(a), which is the change-of-control rule, and a Yorkville standby equity facility plus convertible notes that may exceed 20% of the share count. Yorkville facilities draw down at a discount to prevailing price, so the dilution grows as the stock falls. The Freedom Acquisition trust was released long ago, leaving holders with no floor against that ratchet.

The auditor disclosure is the substance: Deloitte's report was unqualified and unmodified as to uncertainty, audit scope or accounting principles except for an explanatory paragraph describing conditions that raised substantial doubt about the company's ability to continue as a going concern. Electing eleven directors at a company carrying that qualification, while switching the audit relationship to BDO USA for the year ending December 28, 2025, is a board and audit reset happening at the same time as the solvency question.

The going-concern qualification is not a one-off: Deloitte's audit opinions dated April 6, 2023 and again April 1, 2024 both carried an explanatory paragraph describing conditions raising substantial doubt about the company's ability to continue as a going concern, and the company has since changed auditors to BDO. Against that history the convertible-note vote is the financing that keeps the lights on, and Rule 5635(d) is engaged because conversion can exceed twenty percent of the shares outstanding or price below market.

The warrant count is more than half the share count — 14,891,667 against 28,636,236 — and each warrant is exercisable for one share at $11.50 under the warrant agreement dated February 25, 2021, so the overhang is large and its strike is fixed. At the domestication both Class A and Class B ordinary shares convert into a single class of New Complete Solaria common stock of $0.0001 par value, collapsing the founder and public shares together. A unit not previously separated is cancelled for one share plus one-fourth of one warrant.

The agreement described here was signed the day this amendment was filed, so the terms had just been restated in full rather than amended at the margin. At the domestication Class A and Class B ordinary shares both convert into one class of New Complete Solaria common stock of $0.0001 par value, each whole warrant becomes exercisable for one share at $11.50 under the warrant agreement dated February 25, 2021, and an unseparated unit yields one share and one-fourth of one warrant. Shareholders vote on the Domestication and the Business Combination as separate items.

Nothing a holder votes on changed, and the deal terms are not in this document. What Part II does record is that FACT's officers and directors have waived any right, title, interest or claim of any kind to monies in the Trust Account and will not seek recourse against it, so any indemnification owed to them can be satisfied only from funds outside the trust or after an initial business combination closes. That is the provision keeping the trust available to redeeming holders rather than to the vehicle's own insiders.

This amendment carries the full prospectus and states the ceiling: 47,629,757 shares plus warrants over a further 14,891,667, so a non-redeeming FACT holder can size the dilution. The board approved the transaction following the recommendation of a special committee of its own directors rather than on management's recommendation. The domestication happens at least one day before the closing, so a holder exercises and settles the redemption right while the vehicle is still a Cayman Islands exempted company.

The registered amounts are stated at this first amendment — 47,629,757 shares plus warrants over a further 14,891,667 — so the ceiling on issuance is fixed early rather than left blank. The board approved the transaction following the recommendation of a special committee of its own directors. The domestication takes effect at least one day before the closing, so a FACT holder exercises and settles the redemption right while the vehicle is still a Cayman Islands exempted company rather than after it has become a Delaware corporation.

The registered ceiling is stated in the first version — 47,629,757 shares and 14,891,667 warrants — so a FACT shareholder can size the dilution before any amendment. At the domestication both Class A and Class B ordinary shares convert into a single class of New Complete Solaria common stock, and each whole warrant becomes exercisable for one share at $11.50 under the warrant agreement dated February 25, 2021. Two targets are involved: Complete Solaria and its wholly-owned indirect subsidiary The Solaria Corporation, each attached as its own annex.

What changed: Items 1.01 and 3.02 8-K of SunPower Inc. (Nasdaq: SPWR). On August 4, 2026 the company entered into a simple agreement for future equity (SAFE) with an institutional investor in connection with that investor's $3,500,000 investment. The SAFE converts into equity securities of the company in an amount equal to the purchase amount divided by the price per share, unit or other increment of the securities issued in the company's next equity financing transaction, and without any discount. The SAFE was offered and sold in reliance on the Section 4(a)(2) exemption. Why it matters: The $3.5 million is received now but the number of shares it becomes is unknown: conversion is at the price of a future financing that has not occurred, with no discount and no stated valuation cap in this description.