| Item 3.03 | Material Modification to Rights of Security Holders. |
Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“Legacy Complete Solaria”), FACT Acquisition I Corp., a Cayman Islands exempted company (“FACT” and, after the Domestication as described below, the “Company”), Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of FACT (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT (“Second Merger Sub”) and The Solaria Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Complete Solaria (“Solaria”), entered into that certain Amended and Restated Business Combination Agreement, dated as of May 26, 2023 (as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).
On July 17, 2023, as previously disclosed and as contemplated by the Business Combination Agreement and described in the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2023, as supplemented by the supplement to the proxy statement/prospectus filed with the SEC on July 10, 2023 (the “Proxy Statement”) in the section titled “Proposal No. 2—Domestication Proposal” beginning on page 183 of the Proxy Statement, FACT filed an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which FACT was domesticated and continues as a Delaware corporation, changing its name to “Complete Solaria, Inc.” (the “Domestication”).
As a result of and upon the effective time of the Domestication, among other things:
| | • | | each issued and outstanding Class A ordinary share, par value $0.0001 per share, of FACT (the “FACT Class A Ordinary Shares”) were converted, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Company (the “Complete Solaria Common Stock”); |
| | • | | each issued and outstanding Class B ordinary share, par value $0.0001 per share, of FACT (the “FACT Class B Ordinary Shares”) were converted, on a one-for-one basis, into one share of Complete Solaria Common Stock; and |
| | • | | each issued and outstanding FACT public warrant and FACT private placement warrant exercisable for one FACT Class A Ordinary Share were converted, on a one-for-one basis, into one warrant exercisable for one share of Complete Solaria Common Stock. |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 11, 2023, FACT convened an extraordinary general meeting (the “Special Meeting”) of its shareholders to approve, among other things, the business combination with Legacy Complete Solaria. At the Special Meeting, the FACT stockholders considered and approved, among other things, Proposal No. 3-The Governing Documents Proposal (the “Governing Documents Proposal”), which is described in greater detail in the Proxy Statement beginning on page 186 of the Proxy Statement.
The Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on July 17, 2023, includes the amendments proposed by the Governing Documents Proposals.
On July 18, 2023, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “Bylaws”).
Copies of the Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
