Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Oct. 01, 2023 | Nov. 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | COMPLETE SOLARIA, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 43,176,577 | |
Amendment Flag | false | |
Entity Central Index Key | 0001838987 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Oct. 01, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40117 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 93-2279786 | |
Entity Address, Address Line One | 45700 Northport Loop East | |
Entity Address, City or Town | Fremont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94538 | |
City Area Code | (510) | |
Local Phone Number | 270-2507 | |
Entity Interactive Data Current | Yes | |
Common stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | CSLR | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one common stock | ||
Document Information Line Items | ||
Trading Symbol | CSLRW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one common stock | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 1,661 | $ 4,409 | |
Accounts receivable, net of allowance for credit losses of $10,425 and $5,396 as of October 1, 2023 and December 31, 2022, respectively | 26,003 | 27,717 | |
Inventories | 12,503 | 13,059 | |
Prepaid expenses and other current assets | 9,947 | 10,071 | |
Total current assets | 50,114 | 55,256 | |
Restricted cash | 3,758 | 3,907 | |
Property and equipment, net | 4,185 | 3,476 | |
Operating lease right-of-use assets | 1,465 | 2,182 | |
Other noncurrent assets | 198 | 1,330 | |
Long-term assets held for sale – discontinued operations | 12,299 | 162,032 | |
Total assets | 72,019 | 228,183 | |
Current liabilities: | |||
Accounts payable | 14,571 | 14,474 | |
Accrued expenses and other current liabilities | 26,674 | 19,830 | |
Notes payable, net | [1] | 27,934 | 20,403 |
Deferred revenue, current | 2,421 | 5,407 | |
Short-term debt with CS Solis | 29,194 | ||
Forward purchase agreement liabilities | [2] | 6,586 | |
Total current liabilities | 107,380 | 60,114 | |
Warranty provision, noncurrent | 3,416 | 3,214 | |
Warrant liability | 10,240 | 14,152 | |
Long-term debt with CS Solis | 25,204 | ||
Convertible notes, net, noncurrent | 3,434 | ||
Deferred revenue, noncurrent | 976 | ||
Operating lease liabilities, net of current portion | 790 | 1,274 | |
Total liabilities | 122,802 | 122,902 | |
Commitments and contingencies (Note 19) | |||
Stockholders’ (deficit) equity: | |||
Common stock, $0.0001 par value. Authorized 1,000,000,000 and 60,000,000 shares as of October 1, 2023 and December 31, 2022, respectively; issued and outstanding 45,310,553 and 19,932,429 shares as of October 1, 2023 and December 31, 2022, respectively | 7 | 3 | |
Additional paid-in capital | 276,438 | 190,624 | |
Accumulated other comprehensive income | 51 | 27 | |
Accumulated deficit | (327,279) | (85,373) | |
Total stockholders’ (deficit) equity | (50,783) | 105,281 | |
Total liabilities and stockholders’ deficit | 72,019 | 228,183 | |
Related Party | |||
Current liabilities: | |||
Convertible notes due to related parties, noncurrent | $ 15,510 | ||
[1]Includes $0.5 million and zero due to related parties as of October 1, 2023 and December 31, 2022, respectively.[2]Includes $5.6 million and zero of liabilities due to related parties as of October 1, 2023 and December 31, 2022, respectively. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for credit losses (in Dollars) | $ 10,425 | $ 5,396 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stocks, shares authorized | 1,000,000,000 | 60,000,000 |
Common stock, shares issued | 45,310,553 | 19,932,429 |
Common stock, shares outstanding | 45,310,553 | 19,932,429 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenues | $ 24,590 | $ 12,260 | $ 66,887 | $ 48,974 | |
Cost of revenues | 18,354 | 8,266 | 51,788 | 33,792 | |
Gross profit | 6,236 | 3,994 | 15,099 | 15,182 | |
Operating expenses: | |||||
Sales commissions | 8,755 | 3,572 | 23,221 | 15,694 | |
Sales and marketing | 2,214 | 1,604 | 5,216 | 4,607 | |
General and administrative | 6,345 | 2,027 | 22,965 | 6,194 | |
Total operating expenses | 17,314 | 7,203 | 51,402 | 26,495 | |
Loss from continuing operations | (11,078) | (3,209) | (36,303) | (11,313) | |
Interest expense | [1] | (1,902) | (941) | (8,870) | (2,672) |
Interest income | 9 | 26 | |||
Other income (expense), net | [2] | (38,003) | 4 | (28,302) | 3,180 |
Loss from continuing operations before income taxes | (50,974) | (4,146) | (73,449) | (10,805) | |
Income tax benefit (provision) | 1 | 1 | (4) | ||
Net loss from continuing operations | (50,973) | (4,146) | (73,448) | (10,809) | |
Discontinued operations (Note 8): | |||||
Loss from discontinued operations, net of tax | (8,404) | (20,953) | |||
Impairment loss from discontinued operations | (147,505) | (147,505) | |||
Net loss from discontinued operations | (155,909) | (168,458) | |||
Net loss | (206,882) | (4,146) | (241,906) | (10,809) | |
Comprehensive income (loss): | |||||
Foreign currency translation adjustment | 10 | 24 | |||
Comprehensive income (loss), net of tax | $ (206,872) | $ (4,146) | $ (241,882) | $ (10,809) | |
Net loss from continuing operations attributable per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (1.28) | $ (0.31) | $ (4.33) | $ (0.83) | |
Net loss from discontinued operations attributable per share attributable to common stockholders, basic and diluted (in Dollars per share) | (3.92) | (9.92) | |||
Net loss attributable per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (5.2) | $ (0.31) | $ (14.25) | $ (0.83) | |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted (in Shares) | 39,821,078 | 13,431,410 | 16,969,979 | 13,053,367 | |
[1] Includes interest expense to related parties of less than $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively. Other income (expense), net includes other expense, net to related parties of $36.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and other income, net of zero and $1.4 million during the three and nine months ended September 30, 2022, respectively. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements Of Operations And Comprehensive Income (Loss) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net loss from continuing operations attributable per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (1.28) | $ (0.31) | $ (4.33) | $ (0.83) |
Net loss from discontinued operations attributable per share attributable to common stockholders, basic and diluted (in Dollars per share) | (3.91) | (9.92) | ||
Net loss attributable per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (5.19) | $ (0.31) | $ (14.25) | $ (0.83) |
Diluted weighted average shares outstanding (in Shares) | 39,830,763 | 13,431,410 | 16,973,195 | 13,053,367 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Stockholders’ Deficit - USD ($) $ in Thousands | Previously Reported Redeemable Convertible Preferred Stock | Previously Reported Common Stock | Previously Reported Additional Paid-in Capital | Previously Reported Accumulated Deficit | Previously Reported Accumulated Other Comprehensive Income | Previously Reported | Adjusted Redeemable Convertible Preferred Stock | Adjusted Common Stock | Adjusted Additional Paid-in Capital | Adjusted Accumulated Deficit | Adjusted Accumulated Other Comprehensive Income | Adjusted |
Balance at Dec. 31, 2021 | $ 31,401 | $ 3,105 | $ (55,896) | $ (52,791) | ||||||||
Balance (in Shares) at Dec. 31, 2021 | 16,564,370 | 3,739,572 | ||||||||||
Retroactive application of recapitalization | $ (31,401) | $ 1 | 31,400 | 31,401 | ||||||||
Retroactive application of recapitalization (in Shares) | (16,564,370) | 6,066,571 | ||||||||||
Balance at Jan. 01, 2022 | $ 1 | $ 34,505 | $ (55,896) | $ (21,390) | ||||||||
Balance (in Shares) at Jan. 01, 2022 | 9,806,143 | |||||||||||
Balance at Dec. 31, 2021 | $ 31,401 | 3,105 | (55,896) | (52,791) | ||||||||
Balance (in Shares) at Dec. 31, 2021 | 16,564,370 | 3,739,572 | ||||||||||
Retroactive application of recapitalization | $ (11,558) | 11,558 | 11,558 | |||||||||
Retroactive application of recapitalization (in Shares) | (2,771,551) | 1,338,569 | ||||||||||
Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs(1) | $ 11,558 | |||||||||||
Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs(1) (in Shares) | 2,771,551 | |||||||||||
Issuance of common stock options | 28 | 28 | ||||||||||
Issuance of common stock options (in Shares) | 103,353 | |||||||||||
Issuance of common stock warrants | 3,447 | 3,447 | ||||||||||
Stock-based compensation | 217 | 217 | ||||||||||
Net loss | (10,809) | (10,809) | ||||||||||
Balance at Sep. 30, 2022 | $ 11,558 | $ 1 | 38,197 | (66,705) | (28,507) | $ 1 | 49,755 | (66,705) | (16,949) | |||
Balance (in Shares) at Sep. 30, 2022 | 2,771,551 | 9,909,496 | 11,248,065 | |||||||||
Balance at Dec. 31, 2021 | $ 31,401 | 3,105 | (55,896) | (52,791) | ||||||||
Balance (in Shares) at Dec. 31, 2021 | 16,564,370 | 3,739,572 | ||||||||||
Balance at Dec. 31, 2022 | $ 155,630 | 34,997 | (85,373) | 27 | (50,349) | |||||||
Balance (in Shares) at Dec. 31, 2022 | 34,311,133 | 6,959,618 | ||||||||||
Balance at Jun. 30, 2022 | $ 42,959 | 6,703 | (62,559) | (55,856) | ||||||||
Balance (in Shares) at Jun. 30, 2022 | 19,335,921 | 3,931,068 | ||||||||||
Retroactive application of recapitalization | $ (42,959) | $ 1 | 42,958 | 42,959 | ||||||||
Retroactive application of recapitalization (in Shares) | (19,335,921) | 7,306,130 | ||||||||||
Balance at Jul. 01, 2022 | $ 1 | 49,661 | (62,559) | (12,897) | ||||||||
Balance (in Shares) at Jul. 01, 2022 | 11,237,198 | |||||||||||
Balance at Jun. 30, 2022 | $ 42,959 | 6,703 | (62,559) | (55,856) | ||||||||
Balance (in Shares) at Jun. 30, 2022 | 19,335,921 | 3,931,068 | ||||||||||
Exercise of common stock options | 9 | 9 | ||||||||||
Exercise of common stock options (in Shares) | 10,867 | |||||||||||
Stock-based compensation | 85 | 85 | ||||||||||
Stock-based compensation (in Shares) | ||||||||||||
Net loss | (4,146) | (4,146) | ||||||||||
Balance at Sep. 30, 2022 | $ 11,558 | $ 1 | 38,197 | (66,705) | (28,507) | $ 1 | 49,755 | (66,705) | (16,949) | |||
Balance (in Shares) at Sep. 30, 2022 | 2,771,551 | 9,909,496 | 11,248,065 | |||||||||
Balance at Dec. 31, 2022 | $ 155,630 | 34,997 | (85,373) | 27 | (50,349) | |||||||
Balance (in Shares) at Dec. 31, 2022 | 34,311,133 | 6,959,618 | ||||||||||
Retroactive application of recapitalization | $ (155,630) | $ 3 | 155,627 | 155,630 | ||||||||
Retroactive application of recapitalization (in Shares) | (34,311,133) | 12,972,811 | ||||||||||
Balance at Jan. 01, 2023 | $ 3 | 190,624 | (85,373) | 27 | 105,281 | |||||||
Balance (in Shares) at Jan. 01, 2023 | 19,932,429 | |||||||||||
Balance at Dec. 31, 2022 | $ 155,630 | 34,997 | (85,373) | 27 | (50,349) | |||||||
Balance (in Shares) at Dec. 31, 2022 | 34,311,133 | 6,959,618 | ||||||||||
Conversion of 2022 Convertible Notes into common stock | $ 2 | 40,950 | 40,952 | |||||||||
Conversion of 2022 Convertible Notes into common stock (in Shares) | 5,460,075 | |||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs | $ 2 | 5,218 | 5,220 | |||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs (in Shares) | 13,458,293 | |||||||||||
Reclassification of prepaid PIPE(2) | 3,500 | 3,500 | ||||||||||
Reclassification of prepaid PIPE(2) (in Shares) | 350,000 | |||||||||||
Conversion of preferred warrant | 4,697 | 4,697 | ||||||||||
Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Stock | (1) | 2 | 1 | |||||||||
Issuance of common stock in connection with forward purchase agreements(3) | $ 1 | 35,489 | 35,490 | |||||||||
Issuance of common stock in connection with forward purchase agreements(3) (in Shares) | 5,558,488 | |||||||||||
Issuance of common stock bonus shares in connection with Merger(4) | 2,394 | 2,394 | ||||||||||
Issuance of common stock bonus shares in connection with Merger(4) (in Shares) | 463,976 | |||||||||||
Residual Merger proceeds | 161 | 161 | ||||||||||
Modification of Carlyle warrant | (10,862) | (10,862) | ||||||||||
Exercise of common stock options | 57 | 57 | ||||||||||
Exercise of common stock options (in Shares) | 67,292 | |||||||||||
Stock-based compensation | 4,156 | 4,156 | ||||||||||
Vesting of restricted stock units | 52 | 52 | ||||||||||
Vesting of restricted stock units (in Shares) | 21,690 | |||||||||||
Foreign currency translation | 24 | 24 | ||||||||||
Net loss | (241,906) | (241,906) | ||||||||||
Balance at Oct. 01, 2023 | $ 7 | 276,438 | (327,279) | 51 | (50,783) | |||||||
Balance (in Shares) at Oct. 01, 2023 | 45,312,243 | |||||||||||
Balance at Jul. 02, 2023 | $ 155,630 | 37,096 | (120,397) | 41 | (83,260) | |||||||
Balance (in Shares) at Jul. 02, 2023 | 34,311,133 | 7,089,948 | ||||||||||
Retroactive application of recapitalization | $ (155,630) | $ 3 | 155,627 | 155,630 | ||||||||
Retroactive application of recapitalization (in Shares) | (34,311,133) | 12,909,773 | ||||||||||
Balance at Jul. 03, 2023 | $ 3 | 192,723 | (120,397) | 41 | 72,370 | |||||||
Balance (in Shares) at Jul. 03, 2023 | 19,999,721 | |||||||||||
Balance at Jul. 02, 2023 | $ 155,630 | $ 37,096 | $ (120,397) | $ 41 | $ (83,260) | |||||||
Balance (in Shares) at Jul. 02, 2023 | 34,311,133 | 7,089,948 | ||||||||||
Conversion of 2022 Convertible Notes into common stock | $ 2 | 40,950 | 40,952 | |||||||||
Conversion of 2022 Convertible Notes into common stock (in Shares) | 5,460,075 | |||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs | $ 2 | 5,218 | 5,220 | |||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs (in Shares) | 13,458,293 | |||||||||||
Reclassification of prepaid PIPE(2) | 3,500 | 3,500 | ||||||||||
Reclassification of prepaid PIPE(2) (in Shares) | 350,000 | |||||||||||
Conversion of preferred warrant | 4,697 | 4,697 | ||||||||||
Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Stock | (1) | 2 | 1 | |||||||||
Issuance of common stock in connection with forward purchase agreements(3) | $ 1 | 35,489 | 35,490 | |||||||||
Issuance of common stock in connection with forward purchase agreements(3) (in Shares) | 5,558,488 | |||||||||||
Issuance of common stock bonus shares in connection with Merger(4) | 2,394 | 2,394 | ||||||||||
Issuance of common stock bonus shares in connection with Merger(4) (in Shares) | 463,976 | |||||||||||
Residual Merger proceeds | 161 | 161 | ||||||||||
Modification of Carlyle warrant | (10,862) | (10,862) | ||||||||||
Stock-based compensation | 2,114 | 2,114 | ||||||||||
Vesting of restricted stock units | 52 | 52 | ||||||||||
Vesting of restricted stock units (in Shares) | 21,690 | |||||||||||
Foreign currency translation | 10 | 10 | ||||||||||
Net loss | (206,882) | (206,882) | ||||||||||
Balance at Oct. 01, 2023 | $ 7 | $ 276,438 | $ (327,279) | $ 51 | $ (50,783) | |||||||
Balance (in Shares) at Oct. 01, 2023 | 45,312,243 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Cash flows from operating activities from continuing operations | ||||||
Net loss | $ (206,882) | $ (4,146) | $ (241,906) | $ (10,809) | ||
Loss from discontinued operations, net of income taxes | (155,909) | (168,458) | ||||
Net loss from continuing operations, net of tax | (50,973) | (4,146) | (73,448) | (10,809) | ||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||||||
Stock-based compensation expense | 2,321 | 217 | ||||
Non-cash interest expense | [1] | 4,009 | (76) | |||
Non-cash lease expense | 717 | 304 | ||||
Gain on extinguishment of convertible notes and SAFEs(2) | [2] | (3,235) | ||||
Depreciation and amortization | 622 | 463 | ||||
Provision for credit losses | 4,269 | 716 | ||||
Change in reserve for excess and obsolete inventory | 2,144 | 3,091 | ||||
Issuance of forward purchase agreements | [3] | (76) | ||||
Change in fair value of forward purchase agreement liabilities | [4] | 6,661 | ||||
Loss on CS Solis debt extinguishment | 10,338 | |||||
Change in fair value of warrant liabilities | (26,314) | 142 | ||||
Accretion of debt in CS Solis | 2,493 | 2,581 | ||||
Issuance of common stock in connection with forward purchase agreements | [5] | 35,490 | ||||
Issuance of common stock bonus shares in connection with the Mergers | 2,394 | |||||
Issuance of restricted stock units in connection with vendor services | 52 | |||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable, net | (11,823) | (3,036) | ||||
Inventories | (3,896) | (5,047) | ||||
Prepaid expenses and other current assets | (8,326) | 504 | ||||
Other noncurrent assets | 1,132 | (15) | ||||
Accounts payable | 4,372 | 190 | ||||
Accrued expenses and other current liabilities | 1,587 | (2,056) | ||||
Operating lease liabilities | (359) | (316) | ||||
Warranty provision, noncurrent | 255 | (584) | ||||
Deferred revenue | (1,766) | (231) | ||||
Net cash used in operating activities from continuing operations | (47,152) | (17,197) | ||||
Net cash provided by operating activities from discontinued operations | 190 | |||||
Net cash used in operating activities | (46,962) | (17,197) | ||||
Cash flows from investing activities from continuing operations | ||||||
Purchase of property and equipment | (29) | |||||
Capitalization of internal-use software costs | (1,505) | (1,048) | ||||
Net cash used in investing activities from continuing operations | (1,534) | (1,048) | ||||
Cash flows from financing activities from continuing operations | ||||||
Proceeds from issuance of notes payable, net | 14,102 | |||||
Principal repayment of notes payable | (9,653) | (9,507) | ||||
Proceeds from issuance of convertible notes, net of issuance cost | 17,750 | |||||
Proceeds from issuance of convertible notes, net of issuance cost, due to related parties | 3,500 | |||||
Repayment of convertible notes to related parties | (500) | |||||
Proceeds from issuance of long-term debt with CS Solis, net of issuance cost | 25,000 | |||||
Proceeds from exercise of common stock options | 57 | 28 | ||||
Proceeds from Mergers and PIPE Financing | 4,219 | |||||
Proceeds from Mergers and PIPE Financing from related parties | 15,600 | |||||
Payments for issuance of Series D redeemable convertible preferred stock | (1,317) | |||||
Net cash provided by financing activities from continuing operations | 45,575 | 13,704 | ||||
Effect of exchange rate changes | 24 | |||||
Net decrease in cash, cash equivalents and restricted cash | (2,897) | (4,541) | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 8,316 | 5,276 | $ 5,276 | |||
Cash, cash equivalents, and restricted cash at end of period | $ 5,419 | $ 735 | 5,419 | 735 | $ 8,316 | |
Supplemental disclosures of cash flow information: | ||||||
Cash paid during the year for interest | 1,602 | 1 | ||||
Cash paid during the year for income taxes | 38 | |||||
Supplemental schedule of noncash investing and financing activities: | ||||||
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | 245 | |||||
Carlyle warrant modification | (10,862) | |||||
Reclassification of liability-classified warrants to equity-classified warrants | 30,625 | |||||
Issuance of common stock warrants | 202 | 3,447 | ||||
Issuance of Series D redeemable convertible preferred stock upon conversion of SAFE | 6,550 | |||||
Issuance of Series D redeemable convertible preferred stock upon conversion of convertible debt | 10,680 | |||||
Conversion of 2022 Convertible Notes into common stock | 21,561 | |||||
Conversion of 2022 Convertible Notes issued to related parties into common stock | 19,390 | |||||
Conversion of preferred stock into common stock | 155,630 | |||||
Issuance of common stock bonus shares in connection with the Mergers(6) | 2,394 | |||||
Recapitalization of Legacy Complete Solaria Common stock into Complete Solaria Common Stock | 1 | |||||
Reclassification of investor related to PIPE funds | $ 3,500 | |||||
[1]Non-cash interest expense to related parties of $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively.[2] Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of zero during each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero and $1.4 million during the three and nine months ended September 30, 2022, respectively. Issuance of forward purchase agreements includes other income from related parties of $0.3 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022. Change in fair value of forward purchase agreement liabilities includes other expense from related parties of $5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022. Issuance of common stock in connection with forward purchase agreements includes other expense from related parties of $30.7 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022. |
Organization
Organization | 9 Months Ended |
Oct. 01, 2023 | |
Organization [Abstract] | |
Organization | (1) Organization (a) Description of Business Complete Solaria, Inc. (the “Company” or “Complete Solaria”) is a residential solar installer headquartered in Fremont, California, which was formed through Complete Solar Holding Corporation’s acquisition of The Solaria Corporation (“Solaria”). Complete Solar, Inc. (“Complete Solar”) was incorporated in Delaware on February 22, 2010. Through February 2022, the Company operated as a single legal entity as Complete Solar, Inc. In February 2022, the Company implemented a holding company reorganization (the “Reorganization”) in which the Company created and incorporated Complete Solar Holding Corporation (“Complete Solar Holdings”). As a result of the Reorganization, Complete Solar Holdings became the successor entity to Complete Solar, Inc. The capitalization structure was not changed because of the Reorganization as all shares of Complete Solar, Inc common stock and preferred stock were exchanged on a one for one basis with shares of Complete Solar Holdings common stock and preferred stock. The Reorganization was accounted for as a change in reporting entity for entities under common control. The historical assets and liabilities of Complete Solar, Inc. are transferred to Complete Solar Holdings at their carrying value, and there is no change to net income, other comprehensive income (loss), or any related per share amounts reported in the unaudited condensed consolidated financial statements requiring retrospective application. In October 2022, the Company entered into a business combination agreement, as amended on December 26, 2022 and January 17, 2023 (“Original Business Combination Agreement”) and as amended on May 26, 2023 (“Amended and Restated Business Combination Agreement”), with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of Freedom Acquisition I Corp. (“FACT”) (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of FACT (“Second Merger Sub”), Complete Solar Holding Corporation, a Delaware corporation, and Solaria, a Delaware corporation. The transactions contemplated by the Amended and Restated Business Combination Agreement were consummated on July 18, 2023 (“Closing Date”). Following the consummation of the Merger on the Closing Date, FACT changed its name to “Complete Solaria, Inc.” As part of the transactions contemplated by the Amended and Restated Business Combination Agreement, FACT affected a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the Delaware’s General Corporation Law (the “DGCL” or “Domestication”). On the Closing Date, following the Domestication, First Merger Sub merged with and into Complete Solaria, with Complete Solaria surviving such merger as a wholly owned subsidiary of FACT (the “First Merger”), and immediately following the First Merger, Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of FACT (the “Second Merger”), and Second Merger Sub changed its name to CS, LLC, and immediately following the Second Merger, Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of FACT and changed its name to The Solaria Corporation LLC (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the “Additional Merger”, and together with the First Merger and the Second Merger, the “Mergers”). In connection with the closing of the Mergers: ● Each share of the Company’s capital stock, inclusive of shares converted from 2022 Convertible Notes, issued and outstanding immediately prior to the Closing (“Legacy Complete Solaria Capital Stock”) were cancelled and exchanged into an aggregate of 25,494,332 shares of Complete Solaria Common Stock. In July 2023, (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Meteora”); (ii) Polar Multi-Strategy Master Fund (“Polar”), and (iii) Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP (collectively, “Sandia”) (together, the “FPA Funding PIPE Investors”) entered into separate subscription agreements (the “FPA Funding Amount PIPE Subscription Agreements”) pursuant to which, the FPA Funding PIPE Investors subscribed for on the Closing Date, an aggregate of 6,300,000 shares of FACT Class A Ordinary Shares, less, in the case of Meteora, 1,161,512 FACT Class A Ordinary Shares purchased by Meteora separately from third parties through a broker in the open market (“Recycled Shares”) in connection with the Forward Purchase Agreements (“FPAs”). Subsequent to the Closing Date, Complete Solaria entered into an additional FPA Funding PIPE Subscription Agreement with Meteora, to subscribe for and purchase, and Complete Solaria agreed to issue and sell, an aggregate of 420,000 shares of Complete Solaria Common Stock. The Company issued shares of Complete Solaria Common Stock underlying the FPAs as of the latter of the closing of the Mergers or execution of the FPAs. ● All certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 1,570,000 shares of Complete Solaria Common Stock (the “PIPE Shares”) for a purchase price of $10.00 per share, for aggregate gross proceeds of $15.7 million (the “PIPE Financing”), including $3.5 million that was funded prior to the Closing Date, pursuant to subscription agreements (the “Subscription Agreements”). At the time of the PIPE Financing, Complete Solaria issued an additional 60,000 shares to certain investors as an incentive to participate in the PIPE Financing. ● On or around the Closing Date, pursuant to the New Money PIPE Subscription Agreements, certain investors affiliated with the New Money PIPE Subscription Agreements (“New Money PIPE Investors”) agreed to subscribe for and purchase, and Complete Solaria agreed to issue and sell to the New Money PIPE Investors an aggregate of 120,000 shares of Complete Solaria Common Stock for a purchase price of $5.00 per share, for aggregate gross proceeds of $0.6 million. Pursuant to its New Money PIPE Subscription Agreement, Complete Solaria issued an additional 60,000 shares of Complete Solaria Common Stock in consideration of certain services provided by it in the structuring of its FPA and the transactions described therein. ● Subsequent to the Closing, Complete Solaria issued an additional 193,976 shares of Complete Solaria Common Stock to the sponsors for reimbursing sponsors’ transfer to certain counterparties and issued an additional 150,000 shares of Complete Solaria Common Stock to an FPA investor for services provided in connection with the Mergers. ● In March 2023, holders of 23,256,504 of the originally issued 34,500,000 FACT Class A Ordinary shares exercised their rights to redeem those shares for cash, and immediately prior to the Closing there were 11,243,496 FACT Class A Ordinary Shares that remained outstanding. At the Closing, holders of 7,784,739 shares of Class A common stock of FACT exercised their rights to redeem those shares for cash, for an aggregate of approximately $82.2 million which was paid to such holders at Closing. The remaining FACT Class A Ordinary Share converted, on a one-for-one basis, into one share of Complete Solaria Common Stock; ● Each issued and outstanding FACT Class B Ordinary Share converted, on a one-for-one basis, into one share of Complete Solaria Common Stock. In November 2022, Complete Solar Holdings acquired Solaria (as described in Note 6 – Business Combination) and changed its name to Complete Solaria, Inc. On August 18, 2023, the Company entered into a Non-Binding Letter of Intent to sell certain of Complete Solaria’s North American solar panel assets to Maxeon, Inc. (“Maxeon”). In October 2023, the Company completed the sale of its solar panel business to Maxeon. The disposition met the criteria for held for sale and discontinued operations classification as of October 1, 2023. Refer to Note 1(c) – Divestiture, Note 8 – Divestiture, and Note 22 – Subsequent Events. (b) Basis of Presentation of Unaudited Interim Condensed Consolidated Financial Statements The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions are eliminated upon consolidation. Effective January 1, 2023, the Company changed its fiscal quarters to four thirteen-week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Since the fiscal quarter change was made after the end of fiscal 2022, the Company will continue to report prior year financial information based on its prior year fiscal calendar. The Company’s financial results for the thirteen and thirty-nine weeks ended October 1, 2023 are compared to its results for the three and nine months ended September 30, 2022. The comparison of these periods is primarily affected by the difference of one day between the first three quarters of fiscal 2023 and first three quarters of 2022, which the Company notes is immaterial. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the unaudited condensed consolidated financial statements not misleading have been included. The information included in this report should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on Form S-4. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. Interim financial results are not necessarily indicative of the results that may be expected for any future period. (c) Divestiture On August 18, 2023, the Company entered into a Non-Binding Letter of Intent to sell certain of Complete Solaria’s North American solar panel assets to Maxeon. On September 20, 2023, the Company and Maxeon entered into an Asset Purchase Agreement (the “Disposal Agreement”) for the sale of certain assets, inclusive of certain intellectual property and customer contracts, to Maxeon. On October 6, 2023, the Company completed the sale of certain of Complete Solaria’s North American solar panel assets, inclusive of certain intellectual property and customer contracts, to Maxeon, pursuant to the terms of the Disposal Agreement. Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria, for an aggregate purchase price consisting of 1,100,000 shares of Maxeon common stock. This divestiture represents a strategic shift in Complete Solaria’s business and qualifies as held for sale and as a discontinued operation as of October 1, 2023. Based on the held for sale classification of the assets, the Company has reduced the carrying value of the disposal group to its fair value, less cost to sell and recorded an impairment loss associated with the held for sale intangible assets and goodwill. As a result, the Company classified the results of its solar panel business in discontinued operations in its unaudited condensed consolidated statements of operations and comprehensive income (loss) for all periods presented. The cash flows related to discontinued operations have been segregated and are included in the unaudited condensed consolidated statements of cash flows for all periods presented. Unless otherwise noted, discussion within the notes to the unaudited condensed consolidated financial statements relates to continuing operations only and excludes the historical activities of the North American panel business. See Note 8 – Divestiture for additional information. (d) Liquidity and Going Concern Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company incurred net losses of $51.0 million and $73.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and net losses of $4.1 million and $10.8 million during the three and nine months ended September 30, 2022, respectively, and had an accumulated deficit of $327.3 million as of October 1, 2023. The Company had cash and cash equivalents of $1.7 million as of October 1, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Historically, the Company’s activities have been financed through private placements of equity securities, debt and proceeds from the Merger. The Company expects to incur significant operating expenses as it continues to grow its business. The Company believes that its operating losses and negative operating cash flows will continue into the foreseeable future. The Company’s history of recurring losses, negative operating cash flows since inception and the need to raise additional funding to meet its obligations and finance its operations raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern requires that the Company obtains sufficient funding to meet its obligations and finance its operations. If the Company is not able to secure adequate additional funding when needed, the Company will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact the Company’s business, results of operations and future prospects. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms that are favorable, or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives. Therefore, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. (e) Immaterial Correction of Prior Period Financial Statements Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022, the Company identified a misstatement in redeemable convertible preferred stock and other income (expense), net, related to the accounting for the issuance of its Series D preferred stock and conversion of SAFEs and convertible notes. Such misstatement relates to the use of an incorrect factor for the conversion of these instruments into preferred stock. The Company considered both quantitative and qualitative factors and determined the effect of the misstatement was immaterial to the previously issued unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022. The Company identified and corrected the misstatement prior to the issuance of the consolidated financial statements for the year ended December 31, 2022, which were filed in FACT’s S-4 registration statement. The adjustment in the fourth quarter resulted in a $4.4 million decrease in redeemable convertible preferred stock and other income (expense), net, as well as net loss. The accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) and statements of stockholders’ deficit for the three and nine months ended September 30, 2022 reflect such adjustment. Accordingly, the accompanying unaudited condensed consolidated statements of cash flows reflect such adjustment, and there was no change to net cash used in operating activities from continuing operations, net cash used in investing activities from continuing operations, or net cash provided by financing activities from continuing operations for the nine months ended September 30, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 01, 2023 | |
Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, as well as related disclosure of contingent assets and liabilities. Significant estimates and assumptions made by management include, but are not limited to, the determination of: ● the allocation of the transaction price to identified performance obligations; ● fair value of warrant liabilities; ● the fair value of assets acquired and liabilities assumed for business combinations; ● the reserve methodology for inventory obsolescence; ● the reserve methodology for product warranty; ● the reserve methodology for the allowance for credit losses; and ● the fair value of the forward purchase agreements. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. (b) Supply Chain Constraints and Risk The Company relies on a very small number of suppliers of solar energy systems and other equipment. If any of the Company’s suppliers was unable or unwilling to provide the Company with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to the Company, the Company would have very limited alternatives for supply, and the Company may not be able find suitable replacements for the Company’s customers, or at all. Such an event could materially adversely affect the Company’s business, prospects, financial condition and results of operations. In addition, the global supply chain and the Company’s industry have experienced significant disruptions in recent periods. The Company has seen supply chain challenges and logistics constraints increase, including shortages of panels, inverters, batteries and associated component parts for inverters and solar energy systems available for purchase. In certain cases, this has caused delays in critical equipment and inventory, longer lead times, and has resulted in cost volatility. These shortages and delays can be attributed in part to the COVID-19 pandemic and resulting government action, broader macroeconomic conditions, and have been exacerbated by the ongoing conflicts in Ukraine and Israel. While the Company believes that a majority of the Company’s suppliers have secured sufficient supply to permit them to continue delivery and installations through the end of 2023, if these shortages and delays persist into 2024, they could adversely affect the timing of when battery energy storage systems can be delivered and installed, and when (or if) the Company can begin to generate revenue from those systems. In addition, the Company has experienced and is experiencing varying levels of volatility in costs of equipment and labor resulting in part from disruptions caused by general global economic conditions, including inflationary pressures and the COVID-19 pandemic. The Company cannot predict the full effects these events will have on the Company’s business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. In the event the Company is unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect the Company’s business, prospects, financial condition and results of operations. (c) Segment Information The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. All the Company’s long-lived assets are maintained in the United States of America. (d) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of October 1, 2023 and December 31, 2022, was $3.8 million and $3.9 million, respectively. The restricted cash consists of deposits in money market accounts, which is used as cash collateral backing letters of credit related to customs duty authorities’ requirements. The Company has presented these balances under restricted cash, as a long-term asset, in the unaudited condensed consolidated balance sheets. The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands): As of October 1, 2023 December 31, 2022 Cash and cash equivalents $ 1,661 $ 4,409 Restricted cash 3,758 3,907 Total cash, cash equivalents, and restricted cash $ 5,419 $ 8,316 (e) Revenue Recognition Disaggregation of revenue Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months October 1, September 30, October 1, September 30, Solar energy system installations $ 23,915 $ 11,120 $ 64,511 $ 46,214 Software enhanced services 675 1,140 2,376 2,760 Total revenue $ 24,590 $ 12,260 $ 66,887 $ 48,974 All of the Company’s revenue recognized by geography based on the location of the customer for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 was in the United States. Remaining performance obligations The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. The Company has deferred $1.0 million and $1.3 million associated with a long-term service contract as of October 1, 2023 and December 31, 2022, respectively. Incremental costs of obtaining customer contracts Incremental costs of obtaining customer contracts consist of sales commissions, which are costs paid to third-party vendors who source residential customer contracts for the sale of solar energy systems by the Company. The Company defers sales commissions and recognizes expense in accordance with the timing of the related revenue recognition. Amortization of deferred commissions is recorded as sales commissions in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). As of October 1, 2023 and December 31, 2022, deferred commissions were $5.5 million and $2.8 million, respectively, which were included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Deferred revenue The Company typically invoices its customers upon completion of set milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing the final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a customer agreement, the Company records deferred revenue. As installation projects are typically completed within 12-months, the majority of the Company’s deferred revenue is reflected in current liabilities in the accompanying unaudited condensed consolidated balance sheets. The Company also has deferred revenue associated with a long-term service contract which is reflected in non-current liabilities in the accompanying unaudited condensed consolidated balance sheets. The amount of revenue recognized during the thirty-nine weeks ended October 1, 2023 and the nine months ended September 30, 2022 that was included in deferred revenue at the beginning of the year was $2.5 million and $3.9 million, respectively. (f) Fair Value Measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of October 1, 2023 and December 31, 2022 include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, the warrant liabilities and FPA liabilities. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short-term nature (classified as Level 1). The warrant liabilities and FPA liabilities are measured at fair value using Level 3 inputs. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date within the unaudited condensed consolidated statements of operations and comprehensive income (loss) as a component of other income (expense), net. (g) Direct Offering Costs Direct offering costs represent legal, accounting and other direct costs related to the Mergers, which was consummated in July 2023. In accounting for the Mergers, direct offering costs of approximately $5.7 million were reclassified to additional paid-in capital and netted against the Mergers proceeds received upon close. As of October 1, 2023 and December 31, 2022, the Company had no deferred offering costs included within prepaid expenses and other current assets in its unaudited condensed consolidated balance sheets. (h) Warrant Liabilities The Company accounts for its warrant liabilities in accordance with the guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Fair Value Measurement (i) Forward Purchase Agreements The Company accounts for its FPAs in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity Fair Value Measurement (j) Net Loss Per Share The Company computes net loss per share following ASC 260, Earnings Per Share (k) Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 01, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | (3) Fair Value Measurements The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis (in thousands): As of October 1, 2023 Level 1 Level 2 Level 3 Total Financial Liabilities Carlyle warrants $ — $ — $ 7,683 $ 7,683 Public warrants 1,413 — — 1,413 Private placement warrants — 1,027 — 1,027 Working capital warrants — 117 — 117 Forward purchase agreement liabilities — — 6,586 6,586 Total $ 1,413 $ 1,144 $ 14,269 $ 16,826 As of December 31, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 14,152 $ 14,152 Total $ — $ — $ 14,152 $ 14,152 Carlyle Warrants As part of the Company’s amended and restated warrant agreement with CRSEF Solis Holdings, LLC (“Carlyle”), the Company issued Carlyle a warrant to purchase up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $0.01, which is inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the amended and restated warrant agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the amended and restated warrant agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the amended and restated warrant agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. As the warrant is exercisable into a variable number of shares based on the Company’s fully diluted capitalization table, the Company has classified the warrants as liabilities. The Company valued the warrants based on a Black-Scholes Option Pricing Method, which included the following inputs: October 1, December 31, Expected term 7.0 years — Expected volatility 77.0 % — Risk-free interest rate 3.92 % — Expected dividend yield 0.0 % — Public, Private Placement and Working Capital Warrants The public, private placement and working capital warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument. The private placement and working capital warrants were valued using observable inputs for similar publicly traded instruments. Forward Purchase Agreement Liabilities The FPA liabilities are measured at fair value on a recurring basis using a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period, which included the following inputs: October 1, December 31, Common stock trading price $ 2.10 — Simulation period 1.8 years — Risk-free rate 5.12 % — Volatility 178.0 % — Redeemable Convertible Preferred Stock Warrant Liabilities The Company historically issued redeemable convertible warrants, which were classified as liabilities and adjusted to fair value using the Black Scholes Option Pricing Method. The terms of the redeemable convertible preferred stock warrants are described in Note 15 – Warrants. Series B Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 3.1 years Expected volatility — 72.5 % Risk-free interest rate — 4.2 % Expected dividend yield — 0.0 % Series C Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 3.6 years Expected volatility — 72.5 % Risk-free interest rate — 4.0 % Expected dividend yield — 0.0 % Series D-7 Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 1.5 years Expected volatility — 78.5 % Risk-free interest rate — 4.7 % Expected dividend yield — 0.0 % The redeemable convertible preferred stock warrant liabilities were measured at fair value at the issuance date and as of each subsequent reporting period with changes in the fair value recorded within other income (expense), net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). As described in Note 15 – Warrants, the redeemable convertible preferred stock warrant liabilities were reclassified to additional paid-in capital upon the closing of the Mergers. |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Oct. 01, 2023 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | (4) Reverse Recapitalization As discussed in Note 1 – Organization, on July 18, 2023, the Company consummated the Mergers pursuant to the Amended and Restated Business Combination Agreement. The Mergers was accounted for as a reverse recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Complete Solaria was deemed the accounting acquirer (and legal acquiree) and FACT was treated as the accounting acquiree (and legal acquirer). Complete Solaria has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● Complete Solaria’s pre-combination stockholders have the majority of the voting power in the post-merged company; ● Legacy Complete Solaria’s stockholders have the ability to appoint a majority of the Complete Solaria Board of Directors; ● Legacy Complete Solaria’s management team is considered the management team of the post-merged company; ● Legacy Complete Solaria’s prior operations is comprised of the ongoing operations of the post-merged company; ● Complete Solaria is the larger entity based on historical revenues and business operations; and ● the post-merged company has assumed Complete Solaria’s operating name. Under this method of accounting, the reverse recapitalization was treated as the equivalent of Complete Solaria issuing stock for the net assets of FACT, accompanied by a recapitalization. The net assets of FACT are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Mergers are those of Legacy Complete Solaria. All periods prior to the Mergers have been retrospectively adjusted in accordance with the Amended and Restated Business Combination Agreement for the equivalent number of preferred or common shares outstanding immediately after the Mergers to effect the reverse recapitalization. Upon the closing of the Mergers and the PIPE Financing in July 2023, the Company received net cash proceeds of $19.7 million. The following table reconciles the elements of the Mergers to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statements of stockholders’ deficit for the thirty-nine week ended October 1, 2023 (in thousands): Recapitalization Cash proceeds from FACT, net of redemptions $ 36,539 Cash proceeds from PIPE Financing 12,800 Less: cash payment of FACT transaction costs and underwriting fees (10,680 ) Less: cash payment to FPA investors for rebates and recycled shares (17,831 ) Less: cash payment for Promissory Note (1,170 ) Net cash proceeds upon the closing of the Mergers and PIPE financing 19,658 Less: non-cash net liabilities assumed from FACT (10,135 ) Net contributions from the Mergers and PIPE financing upon closing $ 9,523 Immediately upon closing of the Mergers, the Company had 45,290,553 shares issued and outstanding of Class A Common Stock. The following table presents the number of shares of Complete Solaria Common Stock outstanding immediately following the consummation of the Mergers: Recapitalization FACT Class A Ordinary Shares, outstanding prior to Mergers 34,500,000 FACT Class B Ordinary Shares, outstanding prior to Mergers 8,625,000 Bonus shares issued to sponsor 193,976 Bonus shares issued to PIPE investors 120,000 Bonus shares issued to FPA investors 150,000 Shares issued from PIPE financing 1,690,000 Shares issued from FPA agreements, net of recycled shares 5,558,488 Less: redemption of FACT Class A Ordinary Shares (31,041,243 ) Total shares from the Mergers and PIPE Financing 19,796,221 Legacy Complete Solaria shares 20,034,257 2022 Convertible Note Shares 5,460,075 Shares of Complete Solaria Common stock immediately after Mergers 45,290,553 In connection with the Mergers, the Company incurred direct and incremental costs of approximately $15.8 million related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in capital. Of the $15.8 million, $5.2 million was incurred by Legacy Complete Solaria and $10.6 million was incurred by FACT. As of October 1, 2023, the Company made cash payments totaling $5.4 million to settle transaction costs. As a result of the Closing, outstanding 2022 Convertible Notes were converted into shares of Complete Solaria Common Stock. |
Forward Purchase Agreements
Forward Purchase Agreements | 9 Months Ended |
Oct. 01, 2023 | |
Forward Purchase Agreements Abstract | |
Forward Purchase Agreements | (5) Forward Purchase Agreements In July 2023, FACT and Legacy Complete Solaria, Inc. entered into FPAs with each of (i) Meteora; (ii) Polar, and (iii) Sandia (each individually, a “Seller”, and together, the “FPA Sellers”). Pursuant to the terms of the FPAs, the FPA Sellers may (i) purchase through a broker in the open market, from holders of Shares other than the Company or affiliates thereof, FACT’s ordinary shares, par value of $0.0001 per share, (the “Shares”). While the FPA Sellers have no obligation to purchase any Shares under the FPAs, the aggregate total Shares that may be purchased under the FPAs shall be no more than 6,720,000 in aggregate. The FPA Sellers may not beneficially own greater than 9.9% of issued and outstanding Shares following the Mergers as per the Amended and Restated Business Combination Agreement. The key terms of the forward contracts are as follows: ● The FPA Sellers can terminate the transaction following the Optional Early Termination (“OET”) Date which shall specify the quantity by which the number of shares is to be reduced (such quantity, the “Terminated Shares”). Seller shall terminate the transaction in respect of any shares sold on or prior to the maturity date. The counterparty is entitled to an amount from the seller equal to the number of terminated shares multiplied by a reset price. The reset price is initially $10.56 (the “Initial Price”) and is subject to a $5.00 floor. ● The FPA contains multiple settlement outcomes. Per the terms of the agreements, the FPAs will (1) settle in cash in the event the Company is due cash upon settlement from the FPA Sellers or (2) settle in either cash or shares, at the discretion of the Company, should the settlement amount adjustment exceed the settlement amount. Should the Company elect to settle via shares, the equity will be issued in Complete Solaria Common Stock, with a per share price based on the volume-weighted average price (“VWAP”) Price over 15 scheduled trading days. The magnitude of the settlement is based on the Settlement Amount, an amount equal to the product of: (1) Number of shares issued to the FPA Seller pursuant to the FPA, less the number of Terminated Shares multiplied by (2) the VWAP Price over the valuation period. The Settlement amount will be reduced by the Settlement Adjustment, an amount equal to the product of (1) Number of shares in the Pricing Date Notice, less the number of Terminated Shares multiplied by $2.00. ● The Settlement occurs as of the Valuation Date, which is the earlier to occur of (a) the date that is two years after the date of the Closing Date of the Mergers (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of certain triggering events; and (c) 90 days after delivery by the Counterparty of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period (the “Measurement Period”) that occurs at least 6 months after the Closing Date, the VWAP Price is less than the then applicable Reset Price. The Company entered into four separate FPAs, three of which, associated with the obligation to issue 6,300,000 Shares, were entered into prior to the closing of the Mergers. Upon signing the FPAs, the Company incurred an obligation to issue a fixed number of shares to the FPA Sellers contingent upon the closing of the Mergers in addition to the terms and conditions associated with the settlement of the FPAs. The Company accounted for the contingent obligation to issue shares in accordance with ASC 815, Derivatives and Hedging Additionally, in accordance with ASC 480, Distinguishing Liabilities from Equity Through the date of issuance of the Complete Solaria Common Stock in satisfaction of the Company’s obligation to issue shares around the closing of the Mergers, the Company recorded $35.5 million to other income (expense), net associated with the issuance of 6,720,000 shares of Complete Solaria Common Stock. As of the closing of the Mergers and issuance of the Complete Solaria Common Stock underlying the FPAs, the fair value of the prepaid FPAs was an asset balance of $0.1 million and was recorded on the Company’s unaudited condensed consolidated balance sheets and within other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). Subsequently, the change of fair value of the prepaid forward purchase liability amounted to an expense of $6.7 million for the thirteen and thirty-nine weeks ended October 1, 2023. As of October 1, 2023, the prepaid forward purchase liabilities amounted to $6.6 million. |
Business Combination
Business Combination | 9 Months Ended |
Oct. 01, 2023 | |
Business Combination [Abstract] | |
Business Combination | (6) Business Combination Solaria Acquisition On November 4, 2022, Complete Solar Holdings acquired Solaria for aggregate consideration paid of $89.1 million, comprising of $0.1 million in cash, 2,844,550 shares of common stock with an aggregate fair value of $17.3 million, 6,803,549 shares of preferred stock with an aggregate fair value of $52.2 million, 78,962 common stock warrants for an aggregate value of $0.2 million, 1,376,414 preferred stock warrants for an aggregate fair value of $7.8 million, 5,382,599 stock options with an aggregate fair value of $10.0 million attributable to services provided prior to the acquisition date, and the payment of seller incurred transaction expenses of $1.5 million. In addition, the Company assumed $14.1 million of unvested Solaria stock options, which has been and will be recorded as stock-based expense over the remaining service period. Solaria designs, develops, manufactures, and generates revenue from the sale of silicon photovoltaic solar panels and licensing of its technology to third parties. At the time of the acquisition, the Company believed that the acquisition of Solaria would establish the Company as a full system operator, with a compelling customer offering with best-in-class technology, financing, and project fulfilment, which would enable the Company to sell more product across more geographies in the United States and Europe. This transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations The following table summarized the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands): Amount Cash, cash equivalents and restricted cash $ 5,402 Accounts receivable 4,822 Inventories 5,354 Prepaid expenses and other current assets 8,569 Property and equipment 830 Operating lease right-of-use assets 1,619 Intangible assets 43,100 Other non-current assets 112 Total identifiable assets acquired 69,808 Accounts payable 4,210 Accrued expenses and other current liabilities 11,845 Notes payable 20,823 Deferred revenue 73 Operating lease liabilities, net of current portion 1,132 Warranty provision, noncurrent 1,566 SAFE agreements 60,470 Total identifiable liabilities assumed 100,119 Net identifiable liabilities assumed 30,311 Goodwill 119,422 Total aggregate consideration paid $ 89,111 Goodwill represents the excess of the preliminary estimated consideration transferred over the fair value of the net tangible and intangible assets acquired and has been allocated to the Company’s single reporting unit. Goodwill is primarily attributable to expected post-acquisition synergies from assembled workforce and also from the expectation of integrating Solaria’s products and solutions into the Company’s own businesses to provide access to more features and resources and offers incremental revenue opportunities. Goodwill of $119.4 million is deductible over 15 years for U.S. income tax purposes. Intangible assets acquired are as follows (in thousands): Amount Trademarks $ 5,700 Developed technology 12,700 Customer relationships 24,700 Total intangible assets $ 43,100 The income approach, using the relief from royalty method, was used to value trademarks and developed technology. Significant assumptions included in the valuation of trademarks and developed technology include projected revenues, the selected royalty rate and the economic life of the underlying asset. The income approach, using the multi-period excess earning method, was used to value customer relationships. Significant assumptions included in the valuation of customer relationships include projected revenues, customer attrition and expense growth over the forecasted period. As a result of the Solaria acquisition, the Company recognized $45.9 million of deferred tax assets. Due to the uncertainty surrounding the Company’s ability to realize such deferred income tax assets, a full valuation allowance has been established. As of October 1, 2023, the goodwill and intangible assets recognized from the Solaria acquisition have been included in long-term held for sale – discontinued operations on the unaudited condensed consolidated balance sheets, as further described in Note 8 – Divestiture. Unaudited Pro Forma Information The following unaudited pro forma financial information gives effect to the acquisition of Solaria as if it were consummated on January 1, 2022 including pro forma adjustments relating to the valuation and allocation of the aggregate consideration paid, amortization of intangible assets, incremental stock-based compensation and direct transaction costs. The historical condensed consolidated financial statements have been adjusted in the unaudited combined financial information to give effect to events that are directly attributable to the Business Combination and are factually supportable. This data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2022. Actual results may differ from the unaudited combined pro forma information presented below (in thousands): Three Months Nine Months September 30, September 30, Revenues $ 22,267 $ 79,800 Net loss $ (26,498 ) $ (49,935 ) |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Oct. 01, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | (7) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following (in thousands): As of October 1, 2023 December 31, 2022 Inventory deposits $ 3,497 $ 6,255 Prepaid sales commissions 5,509 2,838 Other 941 978 Total prepaid expenses and other current assets $ 9,947 $ 10,071 |
Divestiture
Divestiture | 9 Months Ended |
Oct. 01, 2023 | |
Divestiture [Abstract] | |
Divestiture | (8) Divestiture Discontinued operations As previously described in Note 1 – Organization, on August 18, 2023, the Company entered into a Non-Binding Letter of Intent to sell certain of Complete Solaria’s North American solar panel assets, inclusive of intellectual property and customer contracts, to Maxeon. In October 2023, the Company completed the sale of its solar panel business to Maxeon. The Company determined that this divestiture represented a strategic shift in the Company’s business and qualified as a discontinued operation. Accordingly, the results of operations and cash flows relating to Solaria have been reflected as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023 and the unaudited condensed consolidated statements of cash flows for the thirty-nine weeks ended October 1, 2023. Components of amounts reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss) related to discontinued operations are presented in the table, as follows (in thousands): Thirteen Weeks Thirty-Nine October 1, October 1, Revenues $ 3,774 $ 29,048 Cost of revenues 4,102 30,609 Gross loss (328 ) (1,561 ) Operating expenses: Sales and marketing 2,425 6,855 General and administrative 5,681 12,572 Total operating expenses 8,106 19,427 Loss from discontinued operations (8,434 ) (20,988 ) Other income (expense), net 31 32 Loss from discontinued operations before income taxes (8,403 ) (20,956 ) Income tax benefit (provision) (1 ) 3 Impairment loss from discontinued operations (147,505 ) (147,505 ) Net loss from discontinued operations $ (155,909 ) $ (168,458 ) Held for sale As previously described in Note 1 – Organization, certain assets of the Solaria, Inc. have been reflected as assets held for sale in the periods preceding the divestiture. The following is a summary of the major categories of assets and liabilities held for sale (in thousands): As of October 1, December 31, Intangible assets, net $ 12,299 $ 42,610 Goodwill — 119,422 Long-term assets held for sale $ 12,299 $ 162,032 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Oct. 01, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | (9) Property and Equipment, Net Property and equipment, net consists of the following (in thousands, except year data): Estimated As of Useful Lives October 1, December 31, Developed software 5 $ 6,559 $ 5,054 Manufacturing equipment 3 131 102 Furniture and equipment 3 90 90 Leasehold improvements 5 708 708 Total property and equipment 7,488 5,954 Less: accumulated depreciation and amortization (3,303 ) (2,478 ) Total property and equipment, net $ 4,185 $ 3,476 Depreciation and amortization expense on tangible assets totaled $0.3 million and $0.6 million for the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and $0.2 million and $0.4 million for the three and nine months ended September 30, 2022, respectively. There were no |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 01, 2023 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | (10) Goodwill and Intangible Assets Goodwill During the thirteen and thirty-nine weeks ended October 1, 2023, the Company recorded $119.4 million of goodwill impairment related to the goodwill assigned to Solaria, Inc. See Note 8 – Divestiture for additional information regarding the divestiture. The goodwill balances as of October 1, 2023 and December 31, 2022 were zero and $119.4 million, respectively. See Note 6 – Business Combination for additional information regarding the Company’s acquisitions including recognition of goodwill. Intangible Assets The following table provides a reconciliation of intangible assets reported as of October 1, 2023 and December 31, 2022 (in thousands, except years data): As of October 1, 2023 Gross Carrying Amount Impairment Held for Sale Accumulated Amortization Net Amount Assembled workforce $ 137 $ — $ — (137 ) $ — Trademarks 5,700 (3,714 ) (1,463 ) (523 ) — Customer relationship 24,700 (16,094 ) (7,577 ) (1,029 ) — Developed technology 12,700 (8,275 ) (3,259 ) (1,166 ) — Total intangible assets $ 43,237 $ (28,083 ) $ (12,299 ) $ (2,855 ) $ — As of December 31, 2022 Weighted-Average Remaining Life (Years) Gross Carrying Amount Accumulated Amortization Net Amount Assembled workforce 0.1 $ 137 $ (133 ) $ 4 Trademarks 9.8 5,700 (95 ) 5,605 Customer relationship 21.8 24,700 (187 ) 24,513 Developed technology 9.8 12,700 (212 ) 12,488 Total intangible assets $ 43,237 $ (627 ) $ 42,610 Amortization expense related to intangible assets for the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022 were as follows (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months Ended October 1, September 30, October 1, September 30, Assembled workforce $ — $ 17 $ 4 $ 51 Trademarks 142 — 428 — Customer relationship 279 — 843 — Developed technology 317 — 953 — Total amortization expense $ 738 $ 17 $ 2,228 $ 51 Amortization expense for the thirteen and thirty-nine weeks ended October 1, 2023 was recorded as loss from discontinued operations on the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). For the three and nine months ended September 30, 2022, amortization expense related to intangible assets of less than $0.1 million was recorded to general and administrative expense on the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company does not expect to recognize any future amortization expense of intangible assets as of October 1, 2023. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Oct. 01, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | (11) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of October 1, 2023 December 31, 2022 Accrued compensation and benefits $ 3,666 $ 3,940 Customer deposits 1,167 930 Uninvoiced contract costs 3,554 1,914 Inventory received but not invoiced 1,391 972 Accrued term loan and revolving loan amendment and final payment fees 2,175 2,400 Accrued legal settlements 2,955 1,853 Accrued taxes 931 1,245 Accrued rebates and credits 880 1,076 Operating lease liabilities, current 720 958 Revenue warranty 918 — Deferred underwriters’ discount payable 3,019 — Accrued warranty, current 605 767 Other accrued liabilities 4,693 3,775 Total accrued expenses and other current liabilities $ 26,674 $ 19,830 |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Oct. 01, 2023 | |
Employee Benefit Plan [Abstract] | |
Employee Benefit Plan | (12) Employee Benefit Plan The Company sponsors a 401(k) defined contribution and profit-sharing plan (“401(k) Plan”) for its eligible employees. This 401(k) Plan provides for tax-deferred salary deductions for all eligible employees. Employee contributions are voluntary. Employees may contribute the maximum amount allowed by law, as limited by the annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. The Company made no contributions to the 401(k) Plan for the thirteen or thirty-nine weeks ended October 1, 2023 and for the three or nine months ended September 30, 2022. |
Other Income (Expense), Net
Other Income (Expense), Net | 9 Months Ended |
Oct. 01, 2023 | |
Other Income (Expense), Net [Abstract] | |
Other Income (Expense), Net | (13) Other Income (Expense), Net Other income (expense), net consists of the following (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months October 1, September 30, October 1, September 30, Change in fair value of redeemable convertible preferred stock warrant liability $ 39 $ 3 $ 9,455 $ (142 ) Change in fair value of Carlyle warrants 12,689 — 12,689 — Change in fair value of FACT public, private placement and working capital warrants 4,170 — 4,170 — Gain on extinguishment of convertible notes and SAFE agreements (1) — — — 3,235 Loss on CS Solis debt extinguishment (10,338 ) — (10,338 ) — Bonus shares issued in connection with the Mergers (2) (2,394 ) — (2,394 ) — Issuance of forward purchase agreements (3) 76 — 76 — Change in fair value of forward purchase agreement liabilities (4) (6,661 ) — (6,661 ) — Issuance of shares in connection with the forward purchase agreements (5) (35,490 ) — (35,490 ) — Other, net (94 ) 1 191 87 Total other income (expense), net $ (38,003 ) $ 4 $ (28,302 ) $ 3,180 (1) Includes zero and $1.4 million of other income for the three and nine months ended September 30, 2022, respectively, recognized upon the conversion of related party convertible notes and SAFEs. (2) Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers. (3) Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (4) Includes $5.9 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (5) Includes $30.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for shares issued to related parties in connection with the forward purchase agreements. |
Common Stock
Common Stock | 9 Months Ended |
Oct. 01, 2023 | |
Common Stock [Abstract] | |
Common Stock | (14) Common Stock The Company has authorized the issuance of 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock as of October 1, 2023. No The Company has reserved shares of common stock for issuance related to the following: As of Common stock warrants 27,637,266 Employee stock purchase plan 2,628,996 Stock options and RSUs, issued and outstanding 7,013,514 Stock options and RSUs, authorized for future issuance 8,625,023 Total shares reserved 45,904,799 |
Warrants
Warrants | 9 Months Ended |
Oct. 01, 2023 | |
Warrants [Abstract] | |
Warrants | (15) Warrants Series B Warrants (Converted to Common Stock Warrants) In February 2016, the Company issued a warrant to purchase 5,054 shares of Series B preferred stock (the “Series B warrant”) in connection with a 2016 credit facility. The Series B warrant is immediately exercisable at an exercise price of $4.30 per share and has an expiration date of February 2026. The fair value of the Series B warrant was less than $0.1 million as of December 31, 2022 and as of July 18, 2023, when the Series B warrant was reclassified from warrant liability to additional paid-in capital, as the warrant is exercisable into shares of Complete Solaria Common Stock upon the close of the Mergers. The relative fair value of the Series B warrant at issuance was recorded as a debt issuance cost within other non-current liabilities on the accompanying unaudited condensed consolidated balance sheets, and changes in fair value have been recorded in other income (expense), net on the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022. Series C Warrants (Converted to Common Stock Warrants) In July 2016, the Company issued a warrant to purchase 148,477 shares of Series C preferred stock (the “Series C warrant”) in connection with the Series C financing. The Series C warrant agreement also provided for an additional number of Series C shares calculated on a monthly basis commencing on June 2016 based on the principal balance outstanding of the notes payable outstanding. The maximum number of shares exercisable under the Series C warrant agreement is 482,969 shares of Series C preferred stock. The Series C warrant was immediately exercisable at an exercise price of $1.00 per share and has an expiration date of July 2026. The fair value of the Series C warrant was $6.3 million as of December 31, 2022. The fair value of the Series C warrant was $2.3 million as of July 18, 2023, when the Series B warrant was reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, as the warrant is exercisable into shares of Complete Solaria Common Stock upon the close of the Mergers. The relative fair value of the Series C warrant at issuance was recorded as Series C preferred stock issuance costs and redeemable convertible preferred stock warrant liability on the accompanying unaudited condensed consolidated balance sheets, and changes in fair value have been recorded in other income (expense), net on the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022. Series C-1 Warrants (Converted to Common Stock Warrants) In January 2020, the Company issued a warrant to purchase 173,067 shares of common stock in conjunction with the Series C-1 preferred stock financing. The warrant is immediately exercisable at an exercise price of $0.01 per share and has an expiration date of January 2030. The warrant remains outstanding as of October 1, 2023. At issuance, the relative fair value of the warrant was determined to be $0.1 million using the Black-Scholes model with the following weighted average assumptions: expected term of 10 years; expected volatility of 62.5%; risk-free interest rate of 1.5%; and no SVB Common Stock Warrants In May and August 2021, the Company issued warrants to purchase 2,473 and 2,525 shares of common stock, respectively, in conjunction with the Fifth and Sixth Amendments to the Loan and Security Agreement (“Loan Agreement”) with Silicon Valley Bank (“SVB”). The warrants are immediately exercisable at exercise prices of $0.38 and $0.62 per share, respectively, and have expiration dates in 2033. The warrants remain outstanding as of October 1, 2023. At issuance, the relative fair value of the warrants were determined to be less than $0.1 million in aggregate using the Black-Scholes model with the following weighted average assumptions: expected term of 12 years; expected volatility of 73.0%; risk-free interest rate of 1.7% and 1.3% for the May and August 2021 warrants, respectively; and no dividend yield. The fair value of the warrant was recorded within additional paid-in-capital on the accompanying unaudited condensed consolidated balance sheets. The warrants are not remeasured in future periods as they meet the conditions for equity classification. Promissory Note Common Stock Warrants In October 2021, the Company issued a warrant to purchase 24,148 shares of common stock in conjunction with the issuance of a short-term promissory note. The warrant is immediately exercisable at an exercise price of $0.01 per share and has an expiration date of October 2031. The warrant remains outstanding as of October 1, 2023. At issuance, the relative fair value of the warrant was determined to be less than $0.1 million using the Black-Scholes model with the following weighted average assumptions: expected term of 10 years; expected volatility of 73.0%; risk-free interest rate of 1.5%; and no Carlyle Warrants In February 2022, as part of a debt financing from Carlyle (refer to Note 16 – Borrowing Arrangements), the Company issued a warrant to purchase 2,886,952 shares of common stock in conjunction with the redeemable investment in CS Solis. The warrant contained two tranches, the first of which is immediately exercisable for 1,995,879 shares. The second tranche, which was determined to be a separate unit of account, was exercisable upon a subsequent investment from Carlyle in CS Solis. No subsequent investment was made and the investment period expired on December 31, 2022 and the second tranche of warrants expired prior to becoming exercisable. The vested warrant had an exercise price of $0.01 per share and had an expiration date of February 2029. At issuance, the relative fair value of the warrant was determined to be $3.4 million using the Black-Scholes model with the following weighted average assumptions: expected term of 7 years; expected volatility of 73.0%; risk-free interest rate of 1.9%; and no In July 2023, and in connection with the closing of the Mergers, the Carlyle debt and warrants were modified. Based on the exchange ratio included in the Mergers, the 1,995,879 outstanding warrants to purchase Legacy Complete Solaria Common Stock prior to modification were exchanged into warrants to purchase 1,995,879 shares of Complete Solaria Common Stock. As part of the modification, the warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. Of the additional warrants that become exercisable after the modification, the tranches of 350,000 warrants vesting ten days after the date of the agreement and 150,000 warrants vesting thirty days after the date of the agreement are exercisable as of October 1, 2023. The modification of the warrant resulted in the reclassification of previously equity classified warrants to liability classification, which was accounted for in accordance with ASC 815 and ASC 718. The Company recorded the fair value of the modified warrants as a warrant liability of $20.4 million, the pre-modification fair value of the warrants as a reduction to additional paid-in capital of $10.9 million and $9.5 million to other income (expense), net equal to the incremental value of the warrants upon the modification. The fair value of the warrant was determined based on its intrinsic value, given a nominal exercise price. At issuance, the relative fair value of the warrant was determined to be less than $20.4 million using the Black-Scholes model with the following weighted average assumptions: expected term of 7 years; expected volatility of 77.0%; risk-free interest rate of 3.9%; and no Series D-7 Warrants (Converted to Common Stock Warrants) In November 2022, the Company issued warrants to purchase 656,630 shares of Series D-7 preferred stock (the “Series D-7 warrants”) in conjunction with the Business Combination. The warrant contains two tranches. The first tranche of 518,752 shares of Series D-7 preferred stock is exercisable at an exercise price of $2.50 per share upon consummation of a merger transaction, or at an exercise price of $2.04 per share upon remaining private and has an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock is exercisable at an exercise price of $5.00 per share upon consummation of a merger transaction, or at an exercise price of $4.09 per share upon remaining private and has an expiration date of April 2024. The fair value of the Series D-7 warrants was $7.8 million as of December 31, 2022 and $2.4 million as of July 18, 2023 when the warrants were reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, as the exercise price of the warrants is fixed at $2.50 per share of Complete Solaria Common Stock for the first tranche and $5.00 per share of Complete Solaria Common Stock for the second tranche upon the closing of the Mergers. The Series D-7 Warrants remain outstanding as of October 1, 2023. November 2022 Common Stock Warrants In November 2022, the Company issued a warrant to a third-party service provider to purchase 78,962 shares of common stock in conjunction with the Business Combination. The warrant was immediately exercisable at an exercise price of $8.00 per share and had an expiration date of April 2024. In May 2023, the Company amended the warrant, modifying the shares of common stock to be purchased to 31,680, the exercise price to $0.01, and the expiration date to the earlier of October 2026 or the closing of an IPO. The impact of the modification was not material to the unaudited condensed consolidated financial statements. At issuance and upon the modification, the relative fair value of the warrant was determined to be $0.1 million using the Black-Scholes model with the following weighted average assumptions: expected term of 1.5 years; expected volatility of 78.5%; risk-free interest rate of 4.7%; and no dividend yield. The fair value of the warrant was recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification. Upon the Closing of the Mergers, the warrant was net exercised into 31,680 shares of Complete Solaria Common Stock. July 2023 Common Stock Warrants In July 2023, the Company issued a warrant to a third-party service provider to purchase 38,981 shares of common stock in exchange for services provided in obtaining financing at the Closing of the Mergers. The warrant is immediately exercisable at a price of $0.01 per share and has an expiration date of July 2028. At issuance, the fair value of the warrant was determined to be $0.2 million, based on the intrinsic value of the warrant and the $0.01 per share exercise price. As the warrant is accounted for as an equity issuance cost, the warrant is recorded only within additional paid-in capital on the unaudited condensed consolidated balance sheets. The warrant is not remeasured in future periods as it meets the conditions for equity classification. Warrant Consideration In July 2023, in connection with the Mergers, the Company issued 6,266,572 warrants to purchase Complete Solaria Common Stock to holders of Legacy Complete Solaria Redeemable Convertible Preferred Stock, Legacy Complete Solaria Common Stock. The exercise price of the common stock warrants is $11.50 per share and the warrants expire 10 years from the date of the Mergers. The warrant consideration was issued as part of the close of the Mergers and was recorded within additional paid-in capital, net of the issuance costs of the Mergers. As of October 1, 2023, all warrants issued as warrant consideration remain outstanding. Public, Private Placement, and Working Capital Warrants In conjunction with the Mergers, Complete Solaria, as accounting acquirer, was deemed to assume 6,266,667 warrants to purchase FACT Class A Ordinary Shares that were held by the sponsor at an exercise price of $11.50 (“Private Placement Warrants”) and 8,625,000 warrants to purchase FACT’s shareholders FACT Class A Ordinary Shares at an exercise price of $11.50 (“Public Warrants”). Subsequent to the Mergers, the Private Placement Warrants and Public Warrants are exercisable for shares of Complete Solaria Common Stock and meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. In addition, Private Placement Warrants are potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from being considered indexed to the entity’s own stock. Therefore, these warrants are classified as liabilities on the unaudited condensed consolidated balance sheets. The Company determined the Public and Private warrants to be classified as a liability and fair valued the warrants on the issuance date using the publicly available price for the warrants of $6.4 million. The fair value of these warrants was $2.4 million as of October 1, 2023, and the Company recorded the change in fair value of $4.0 million in other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023. Additionally, at the closing of the Mergers, the Company issued 716,668 Working Capital warrants, which have identical terms as the Private Placement Warrants to the sponsor in satisfaction of certain liabilities of FACT. The warrants were fair valued at $0.3 million upon the closing of the Mergers, which was recorded in warrant liability on the unaudited condensed consolidated balance sheets. As of October 1, 2023, the Working Capital warrants had a fair value of $0.1 million, and the Company recorded the change in fair value of $0.2 million as other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Borrowing Arrangements
Borrowing Arrangements | 9 Months Ended |
Oct. 01, 2023 | |
Borrowing Arrangements [Abstract] | |
Borrowing Arrangements | (16) Borrowing Arrangements Convertible notes, net and convertible notes, net, due to related parties As of October 1, 2023 and December 31, 2022, the Company’s convertible notes consisted of the following (in thousands): As of October 1, 2023 December 31, 2022 Convertible notes, net, noncurrent 2022 Convertible Notes $ — $ 3,434 2022 Convertible Notes due to related parties — 15,510 Total convertible notes $ — $ 18,944 Convertible Promissory Notes with Ecosystem Integrity Fund II, LP. On April 30, 2021, the Company issued a short-term Subordinated Convertible Promissory Note to Ecosystem Integrity Fund II, LP (“EIF”) for a total principal of $0.5 million plus accrued interest of 3.0% per annum due on June 30, 2021. The Note included a conversion feature which allows the holder to convert any portion of the note plus any unpaid accrued interest (“Conversion Amount”) into shares of Series C-1 Preferred Stock on the maturity date of June 30, 2021 or thereafter. As of December 31, 2021 the principal and accrued interest remained outstanding and the holder did not elect to covert the note into Series C-1 Preferred shares. The principal and accrued interest of $0.5 million was repaid in February 2022, and as such, the balance remaining at December 31, 2022 and thereafter remained zero. 2019-A Convertible Notes In 2019, the Company issued a series of convertible notes (“2019-A Convertible Notes”) for $0.1 million in proceeds, with immaterial debt issuance costs, and which were due and payable on demand by the holders after August 2020. The notes carried simple interest of 6.0% and contained a conversion feature whereby the notes would convert at 80% of the issuance price of the preferred shares in the next equity financing. The notes also contained other embedded features such as conversion options that were exercisable upon the occurrence of various contingencies. All of the embedded features were analyzed to determine whether they should be bifurcated and separately accounted for as a derivative. Pursuant to such analysis, the Company valued and bifurcated the share-settled redemption feature, which enabled the holders to convert the notes to the preferred shares at a predefined discount from the issuance price and recorded its initial fair value of less than $0.1 million as a discount on the convertible notes face amount. The debt discount was amortized to interest expense at a weighted-average effective interest rate of 17.6% through the maturity dates of the notes. The fair value of the share-settled redemption feature was estimated based on a probability-weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity, and the changes in fair value were recognized as a component of other income (expense), net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company recorded zero in expense during the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried within the accompanying unaudited condensed consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2019-A Convertible Notes converted into 62,500 shares of Series D-2 redeemable convertible preferred stock. The Company recognized a gain on the conversion of less than $0.1 million in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). As the full carrying value of the note was converted to Series D Preferred Stock, the balance remaining for the note at December 31, 2022 and thereafter remained zero. The Company did not recognize any interest expense related to the 2019-A Convertible Notes during the thirteen and thirty-nine weeks ended October 1, 2023 and the three months ended September 2022. Interest expense recognized related to the 2019-A Convertible Notes during the nine months ended September 30, 2022 was immaterial. 2020-A Convertible Notes In 2020, the Company issued a series of convertible notes (“2020-A Convertible Notes”) for $3.8 million in proceeds, with immaterial debt issuance costs, and which are due and payable on demand by the holders after April 2021. The notes carried simple interest of 2.0% and contained a conversion feature whereby the notes would convert at 80% of the issuance price of the preferred shares in the next equity financing. The notes also contained other embedded features such as conversion options that were exercisable upon the occurrence of various contingencies. All of the embedded features were analyzed to determine whether they should be bifurcated and separately accounted for as a derivative. Pursuant to such analysis, the Company valued and bifurcated the share-settled redemption feature, which enables the holders to convert the notes to the preferred shares at a predefined discount from the issuance price and recorded its initial fair value of $0.5 million as a discount on the convertible notes face amount. The debt discount was amortized to interest expense at a weighted-average effective interest rate of 25.6% through the maturity dates of the notes. The fair value of the share-settled redemption feature was estimated based on a probability-weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity, and the changes in fair value were recognized as a component of other income (expense), net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company recorded zero in expense during the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried within the accompanying unaudited condensed consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2020-A Convertible Notes converted into 785,799 shares of Series D-1 redeemable convertible preferred stock. The Company recognized a gain on the conversion of $0.9 million in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). As the full carrying value of the note was converted to Series D Preferred Stock, the balance remaining for the note at December 31, 2022 and thereafter remained zero. The Company did not recognize any interest expense related to the 2020-A Convertible Notes during the thirteen and thirty-nine weeks ended October 1, 2023 and the three months ended September 2022. Interest expense recognized during the nine months ended September 30, 2022 was immaterial. 2021-A Convertible Notes In 2020, the Company issued a series of convertible notes (“2021-A Convertible Notes”) for $4.3 million in proceeds, with immaterial debt issuance costs, and which are due and payable on demand by the holders after February 2022. The holders are existing investors and are not expected to demand cash settlement, as the Company expects to raise additional preferred financing under which the notes will convert into preferred shares. The notes carry simple interest of 2.0% and contained a conversion feature whereby the notes would convert at 80% of the issuance price of the preferred shares in the next equity financing. The notes also contained other embedded features such as conversion options that were exercisable upon the occurrence of various contingencies. All of the embedded features were analyzed to determine whether they should be bifurcated and separately accounted for as a derivative. Pursuant to such analysis, the Company valued and bifurcated the share-settled redemption feature, which enables the holders to convert the notes to the preferred shares at a predefined discount from the issuance price and recorded its initial fair value of $0.6 million as a discount on the convertible notes face amount. The debt discount is amortized to interest expense at a weighted-average effective interest rate of 18.1% through the maturity dates of the notes. The fair value of the share-settled redemption feature was estimated based on a probability-weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity, and the changes in fair value were recognized as a component of other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company recorded zero in expense during the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried on the unaudited condensed consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2021-A Convertible Notes converted into 869,640 shares of Series D-1 redeemable convertible preferred stock. The Company recognized a gain on the conversion of $0.8 million in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). As the full carrying value of the note was converted to Series D Preferred Stock, the balance remaining for the note at December 31, 2022 and thereafter remained zero. As part of the 2021-A Convertible Notes financing, the Company entered into an additional convertible note with an existing investor for $0.5 million. The note carries PIK interest of 3.0% and is due and payable on demand at any time after June 30, 2021. The note contains an embedded conversion feature, which allows the holder to convert the note into a fixed number of shares of Series C-1 preferred stock at any time after June 30, 2021. The Company concluded the conversion feature is not required to be bifurcated as an embedded derivative liability, and the note is carried at its principal plus accrued PIK interest. As the full carrying value of the note was converted to Series D Preferred Stock, the balance remaining for the note at December 31, 2022 and thereafter remained zero. The Company did not recognize any interest expense related to the 2021-A Convertible Notes during the thirteen and thirty-nine weeks ended October 1, 2023 and the three months ended September 30, 2022. Interest expense recognized during the nine months ended September 30, 2022 was immaterial. 2022 Convertible Notes In connection with the Original Business Combination Agreement, the Company has raised a series of convertible notes (“2022 Convertible Notes”) during the fiscal year ended December 31, 2022 with an aggregate purchase price of $12.0 million, and during the thirty-nine weeks ended October 1, 2023 for an additional total purchase price of $21.3 million. Additionally, as part of the acquisition of Solaria, the Company assumed a note from an existing investor for its fair value of $6.7 million. The note contained the same terms as the other 2022 Convertible Notes. The Company did not incur significant issuance costs associated with the 2022 Convertible Notes. The 2022 Convertible Notes accrued interest at a rate of 5% per annum. Immediately prior to the closing of the Mergers, the 2022 Convertible Notes were converted into the number of shares of common stock of Complete Solaria equal to (x) the principal amount together with all accrued interest of the 2022 Convertible Notes divided by 0.75, divided by (y) the price of a share of common stock of Complete Solaria used to determine the conversion ratio in the Amended and Restated Business Combination Agreement. This resulted in the issuance of 5,316,460 shares of Complete Solaria common stock to the noteholders and no debt remains outstanding associated with the 2022 Convertible Notes as of October 1, 2023. The Company has recognized interest expense of less than $0.1 million and $0.7 million related to the 2022 Convertible Notes during the thirteen and thirty-nine weeks ended October 1, 2023. The Company did not recognize any interest expense related to the 2022 Convertible Notes during the three and nine months ended September 30, 2022. SAFE Agreements 2019 SAFE In September 2019, the Company issued the 2019 SAFE for $0.1 million in proceeds, with immaterial debt issuance costs. No interest was accrued on the 2019 SAFE. The 2019 SAFE contained conversion features that allowed the holder to convert the 2019 SAFE into shares of preferred stock upon the next equity financing, subject to a valuation cap. The 2019 SAFE was reported at fair value based on the probability-weighted expected return method (“PWERM”), which assigns value to the multiple settlement scenarios based on the probability of occurrence. The fair value of the 2019 SAFE was $0.2 million as of December 31, 2021 was recorded in SAFE Agreements in the accompanying unaudited condensed consolidated balance sheets. In March 2022, the Company converted the 2019 SAFE into 48,258 shares of Series D-3 redeemable convertible preferred stock. The Company recognized a gain on the conversion of the 2019 SAFE of less than $0.1 million in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). As the full carrying value of the SAFE was converted to Series D Preferred Stock, the balance remaining for the SAFE at December 31, 2022 and thereafter remained zero. 2021 SAFE In December 2021, the Company issued the 2021 SAFE for $5.0 million in proceeds, with immaterial debt issuance costs. No interest is accrued on the 2021 SAFE. The 2021 SAFE contained conversion features that allowed the holder to convert the 2021 SAFE into shares of preferred stock upon the next equity financing, subject to a valuation cap. The 2019 SAFE was reported at fair value based on the PWERM, which assigns value to the multiple settlement scenarios based on the probability of occurrence. The fair value of the 2021 SAFE was $6.3 million as of December 31, 2021 is recorded in SAFE Agreements in the accompanying unaudited condensed consolidated balance sheets. In March 2022, the Company converted the 2021 SAFE into 1,005,366 shares of Series D-1 redeemable convertible preferred stock. The Company recognized a gain on the conversion of the 2021 SAFE of $1.4 million in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). As the full carrying value of the SAFE was converted to Series D Preferred Stock, the balance remaining for the SAFE at December 31, 2022 and thereafter remained zero. Solaria SAFE As part of the acquisition of Solaria (refer to Note 6 – Business Combination) the Company acquired the Solaria SAFEs. The number of shares to be issued upon conversion of the SAFE notes contained various features to convert or redeem the Solaria SAFEs in the event of an equity financing, public offering, change of control or a dissolution event. The Company historically elected to account for all of the SAFE notes at estimated fair value pursuant to the fair value option and recorded the change in estimated fair value as other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income (loss) until the notes are converted or settled. The SAFE notes were amended through the SAFE Assumption Amendment, Assignment and Assumption Agreement on November 4, 2022, as part of the Business Combination with Complete Solar, whereby all the SAFE notes were assumed by Complete Solar. As part of the purchase price accounting discussed in Note 4 – Reverse Recapitalization, the estimated fair value of the SAFE notes was determined to be $60.5 million. Post consummation of the Business Combination the SAFE notes were converted to 8,171,662 shares of Series D-8 preferred stock as discussed in Note 6 – Business Combination. Notes Payable Loan and Security Agreement In January 2020, the Company entered into the Loan Agreement with SVB. The Loan Agreement, as amended, provided for a line of credit up to $7.0 million and has a maturity date of February 2022. Advances under the line of credit bore interest at the greater of 5.25% or the prime rate (as published in the Wall Street Journal) plus 3.5% per annum. All borrowings under the line of credit were to be secured by substantially all of the Company’s assets. During 2021, the Company entered into several amendments to the Loan Agreement, and in May and August 2021 in connection with the Fifth and Sixth Amendments, the Company issued warrants to purchase 5,122 shares and 5,229 shares of common stock at exercise prices of $0.38 per share and $0.62 per share, respectively. The fair value of the warrants were recorded as deferred issuance costs and amortized to interest expense. As of December 31, 2022 and thereafter, there were no unamortized debt issuance costs. Under the Loan Agreement, the Company was subject to certain reporting covenants, such as a requirement for the Company’s monthly unaudited condensed consolidated financial statements and compliance certificate, as well as a financial covenant to maintain a minimum liquidity ratio of 1.75 to 1.00. In 2021, the Loan Agreement was amended to add a new financial covenant, requiring the Company to obtain new equity of at least $15.0 million by a specified date, which the Company did not meet; however, the default was later waived by SVB. In February 2022, as part of the transaction to raise long-term debt in CS Solis, the Company repaid the principal and accrued interest of the Loan Agreement of $6.7 million, which terminated the agreement with SVB. As such, as of December 31, 2022 and thereafter, there was no debt related to this agreement on the Company’s balance sheet. 2021 Promissory Notes In July 2021, the Company issued a short-term promissory note for $0.5 million in proceeds, with immaterial debt issuance costs. The promissory note carried simple interest of 2.0% and were due and payable after February 2022. In February 2022, the Company repaid the 2021 Promissory Note. In October 2021, the Company issued a short-term promissory note for $2.0 million in proceeds, with immaterial debt issuance costs. The promissory note contained a financing fee of $0.3 million, which was due and payable along with the principal amount in January 2022. In connection with the promissory note, the Company issued a warrant to purchase 50,000 shares of common stock at an exercise price of $0.01 per share. The principal and accrued interest of the note payable was repaid in January 2022, and no amounts remained outstanding as of December 31, 2022 and thereafter. Current Insight Promissory Note In January 2021, the Company issued a promissory note for a principal amount of $0.1 million in connection with the purchase of Current Insight, with immaterial debt issuance costs. The promissory note bears interest at 0.14% per annum and has equal monthly installments due and payable through the maturity date of January 2022. The principal and accrued interest was repaid in January 2022, and no amounts remained outstanding as of December 31, 2022 and thereafter. 2018 Bridge Notes In December 2018, Solaria Corporation issued senior subordinated convertible secured notes (“2018 Notes”) totaling approximately $3.4 million in exchange for cash. The notes bear interest at the rate of 8% per annum and the investors are entitled to receive twice of the face value of the notes at maturity. The 2018 Notes are secured by substantially all of the assets of Solaria Corporation. In 2021, the 2018 Notes were amended extending the maturity date to December 13, 2022. In connection with the 2021 amendment, Solaria had issued warrants to purchase shares of Series E-1 redeemable convertible preferred stock of Solaria. The warrants were exercisable immediately in whole or in part at and expire on December 13, 2031. As part of the Business Combination with Complete Solar, all the outstanding warrants issued to the lenders were assumed by the parent company, Complete Solaria as discussed in Note 6 – Business Combination. In December 2022, the Company entered into an amendment to the 2018 Bridge Notes extending the maturity date from December 13, 2022 to December 13, 2023. In connection with the amendment, the notes will continue to bear interest at 8% per annum and are entitled to an increased repayment premium from 110% to 120% of the principal and accrued interest at the time of repayment. The Company concluded that the modification was a troubled debt restructuring as the Company was experiencing financial difficulty and the amended terms resulted in a concession to the Company. As the future undiscounted cash payments under the modified terms exceeded the carrying amount of the Solaria Bridge Notes on the date of modification, the modification was accounted for prospectively. The incremental repayment premium is being amortized to interest expense using the effective interest rate method. As of October 1, 2023 and December 31, 2022, the carrying value of the Bridge Notes was $10.7 million and $9.8 million, respectively. Interest expense recognized for the thirteen and thirty-nine weeks ended October 1, 2023 was $0.3 million and $1.0 million, respectively. The Company did not recognize any interest expense related to the 2018 Bridge Notes during the three and nine months ended September 30, 2022. As of October 1, 2023, the carrying value of the 2018 Bridge Notes approximates their fair value. SCI Term Loan and Revolver Loan In October 2020, Solaria entered into a loan agreement (“SCI Loan Agreement”) with Structural Capital Investments III, LP (“SCI”). The SCI Loan Agreement comprises of two facilities, a term loan (the “Term Loan”) and a revolving loan (the “Revolving Loan”) (together “Original Agreement”) for $5.0 million each with a maturity date of October 31, 2023. Both the Term Loan and the Revolving Loan were fully drawn upon closing. The Term Loan was repaid prior to the acquisition of Solaria by Complete Solar and was not included in the Business Combination. The Revolving Loan also has a term of thirty-six months, principal repayments at the end of the term and an annual interest rate of 7.75% or Prime rate plus 4.5%, whichever is higher. The SCI Loan Agreement required the Company to meet certain financial covenants relating to maintenance of specified restricted cash balance, achieving specified revenue target and maintaining specified contribution margin (“Financial Covenants”) over the term of each of the Revolving Loan. The Revolving Loan is collateralized substantially by all assets and property of the Company. In the years ended December 31, 2022 and December 31, 2021, Solaria entered into several Amended and Restated Loan and Security Agreements as a forbearance agreement for SCI to forbear from exercising any rights and remedies available to it as a result of Company not meeting certain Financial Covenants required by the Original Agreement. As a result of these amendment changes were made to the Financial Covenants and Solaria recorded a total of $1.9 million amendment fees in Other Liabilities and was included in the acquired liabilities for purchase price accounting. Solaria had historically issued warrants to purchase shares of Series E-1 redeemable convertible preferred stock of Solaria (“SCI Series E-1 warrants”). The warrants were fully exercisable in whole or in part at any time during the term of the Original agreement. As part of the Business Combination with Complete Solar, all the outstanding SCI Series E-1 warrants were assumed by the parent company, Complete Solaria as discussed in Note 6 – Business Combination. The Revolving Loan outstanding on the date of the Business Combination was fair valued at $5.0 million for the purpose of purchase price accounting discussed in Note 6 – Business Combination. The Revolving Loan principal balance at October 1, 2023 and December 31, 2022 amounted to $5.0 million. Interest expense recognized for the thirteen and thirty-nine weeks ended October 1, 2023 was $0.2 million and $0.5 million, respectively. The Company was in compliance with all the Financial Covenants as of October 1, 2023. In October 2023, the Company entered into an Assignment and Acceptance Agreement whereby Structural Capital Investments III, LP assigns the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, and Rodgers Massey Revocable Living Trust for a total purchase price of $5.0 million, as discussed in Note 22 – Subsequent Events. Secured Credit Facility In December 2022, the Company entered into a secured credit facility agreement with Kline Hill Partners IV SPV LLC and Kline Hill Partners Opportunity IV SPV LLC. The secured credit facility agreement allows the Company to borrow up to 70% of the net amount of its eligible vendor purchase orders with a maximum amount of $10.0 million at any point in time. The purchase orders are backed by relevant customer sales orders which serves as a collateral. The amounts drawn under the secured credit facility may be reborrowed provided that the aggregate borrowing does not exceed $20.0 million. The repayment under the secured credit facility is the borrowed amount multiplied by 1.15x if repaid within 75 days and borrowed amount multiplied by 1.175x if repaid after 75 days. The Company may prepay any borrowed amount without premium or penalty. Under the original terms, the secured credit facility agreement was due to mature in April 2023. The Company is in the process of amending the secured credit facility agreement to extend its maturity date. At October 1, 2023, the outstanding net debt amounted to $11.7 million, including accrued financing cost of $4.1 million, compared to December 31, 2022, where the outstanding net debt amounted to $5.6 million, including accrued financing cost of $0.1 million. The Company has recognized interest expense of zero and $3.1 million related to the Secured Credit Facility during the thirteen and thirty-nine weeks ended October 1, 2023, respectively. The Company did not recognize any interest expense related to the Secured Credit Facility during the three and nine months ended September 30, 2022. As of October 1, 2023, the total estimated fair value of the Secured Credit Facility approximates its carrying value. Polar Settlement Agreement In September 2023, in connection with the Mergers, the Company entered into a settlement and release agreement with Polar Multi-Strategy Master Fund (“Polar”) for the settlement of a working capital loan that had been made by Polar to the Sponsor, prior to the closing of the Mergers. As part of the settlement agreement, the Company agreed to pay Polar $0.5 million as a return of capital, which is paid in ten equal monthly installments and does not accrue interest. During the thirteen and thirty-nine weeks ended October 1, 2023, the Company made one payment of less than $0.1 million, and as of October 1, 2023, and $0.5 million remains outstanding. Debt in CS Solis As described above, as part of the reorganization in February 2022 of the Company, the Company received an investment from Carlyle. The investment was made pursuant to a subscription agreement, under which Carlyle contributed $25.6 million in exchange for 100 Class B Membership Units of CS Solis and the Company contributed the net assets of Complete Solar, Inc. in exchange for 100 Class A Membership Units. The Class B Membership Units are mandatorily redeemable by the Company on the three-year anniversary of the effective date of the CS Solis amended and restated LLC agreement (February 14, 2025). The Class B Membership Units accrue interest that is payable upon redemption at a rate of 10.5% (which is structured as a dividend payable based on 25% of the investment amount measured quarterly), compounded annually, and subject to increases in the event the Company declares any dividends. In connection with the investment, the Company issued a warrant to purchase 5,978,960 shares of the Company’s common stock at a price of $0.01 per share, of which, 4,132,513 shares are immediately exercisable. The Company has accounted for the mandatorily redeemable investment from Carlyle in accordance with ASC 480, Distinguishing Liabilities from Equity, and has recorded the investment as a liability, which was accreted to its redemption value under the effective interest method. The Company has recorded the warrants as a discount to the liability. Refer to Note 14 – Common Stock, for further discussion of the warrants issued in connection with the Class B Membership Units. On July 17 and July 18, 2023, and in connection with obtaining consent for the Mergers, Legacy Complete Solaria, FACT and Carlyle entered into an Amended and Restated Consent to the Business Combination Agreement (“Carlyle Debt Modification Agreement”) and an amended and restated warrant agreement (“Carlyle Warrant Amendment”), which modified the terms of the mandatorily redeemable investment made by Carlyle in Legacy Complete Solaria. The Carlyle Debt Modification Agreement accelerates the redemption date of the investment, which was previously February 14, 2025 and is March 31, 2024 subsequent to the modification. Additionally, as part of the amendment, the parties entered into an amended and restated warrant agreement. As part of the Carlyle Warrant Amendment, Complete Solaria issued Carlyle a warrant to purchase up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $0.01, which is inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. The warrants are classified as liabilities under ASC 815 and are recorded within warrant liability on the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company accounted for the modification of the long-term debt in CS Solis as a debt extinguishment in accordance with ASC 480 and ASC 470. As a result of the extinguishment, the Company recorded a loss on extinguishment, of $10.3 million, which is recorded within other expense on the unaudited condensed consolidated statements of operations and comprehensive income (loss). As of the modification date, the Company recorded the fair value of the new debt of $28.4 million as short-term debt in CS Solis, and the amount will be accreted to its redemption value of $31.9 million under the effective interest method. The Company has recorded a liability of $29.2 million and zero included in short-term debt in CS Solis on the unaudited condensed consolidated balance sheets as of October 1, 2023 and December 31, 2022, respectively. The Company has recorded a liability of zero and $25.2 million included in long-term debt in CS Solis on the unaudited condensed consolidated balance sheets as of October 1, 2023 and December 31, 2022, respectively. The Company has recorded accretion of the liability as interest expense of $1.2 million and $2.7 million for the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and made payments of interest expense of $0.2 million for each of the thirteen and thi |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 01, 2023 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | (17) Stock-Based Compensation In July 2023, the Company’s board of directors adopted and stockholders approved the 2023 Incentive Equity Plan (the “2023 Plan”). The 2023 Plan became effective immediately upon the closing of the Amended and Restated Business Combination Agreement. Initially, a maximum number of 8,763,322 shares of Complete Solaria Common Stock may be issued under the 2023 Plan. In addition, the number of shares of Complete Solaria Common Stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of (1) 4% of the total number of shares of Complete Solaria’s Common Stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of Complete Solaria Common Stock determined by Complete Solaria’s Board prior to the date of the increase. The maximum number of shares of Complete Solaria Common Stock that may be issued on the exercise of ISOs under the 2023 Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective (or 26,289,966 shares). Historically, awards were granted under the Amended and Restated Complete Solaria Omnibus Incentive Plan (“2022 Plan”), the Complete Solar 2011 Stock Plan (“2011 Plan”), the Solaria Corporation 2016 Stock Plan (“2016 Plan”) and the Solaria Corporation 2006 Stock Plan (“2006 Plan”) (together with the Complete Solaria, Inc. 2023 Incentive Equity Plan (“2023 Plan”), “the Plans”). The 2022 Plan is the successor of the Complete Solar 2021 Stock Plan, which was amended and assumed in connection with the acquisition of Solaria. The 2011 Plan is the Complete Solar 2011 Stock Plan that was assumed by Complete Solaria in the Required Transaction. The 2016 Plan and the 2006 Plan are the Solaria stock plans that were assumed by Complete Solaria in the Required Transaction. Under the Plans, the Company has granted service and performance-based stock options and restricted stock units (“RSUs”). A summary of stock option activity for the thirty-nine weeks ended October 1, 2023 under the Plans is as follows: Options Outstanding Number of Shares Weighted Average Exercise Price per Share Weighted Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding—December 31, 2022 4,970,419 $ 4.86 6.99 $ 34,180 Options granted 2,164,946 5.18 Options exercised (67,292 ) 0.83 Options canceled (142,218 ) 9.46 Outstanding—October 1, 2023 6,925,855 $ 4.91 7.80 $ 2,727 Vested and expected to vest—October 1, 2023 6,925,855 $ 4.91 7.80 $ 2,727 Vested and exercisable—October 1, 2023 3,037,856 $ 5.16 6.40 $ 2,245 A summary of RSU activity for the thirty-nine weeks ended October 1, 2023 under the Plans is as follows: Number of RSUs Weighted Unvested at December 31, 2022 — Granted 728,600 $ 5.00 Vested and released (155,473 ) $ 4.84 Cancelled or forfeited (485,468 ) $ 5.07 Unvested at October 1, 2023 87,659 $ 5.07 Stock-based compensation expense The following table summarizes stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months October 1, September 30, October 1, September 30, Cost of revenues $ 20 $ 1 $ 51 $ 6 Sales and marketing 143 37 337 91 General and administrative 1,416 47 1,933 120 Loss from discontinued operations, net of tax 535 — 1,835 — Total stock-based compensation expense $ 2,114 $ 85 $ 4,156 $ 217 As of October 1, 2023, there was a total of $16.4 million and $0.2 million of unrecognized stock-based compensation costs related to service-based options and RSUs, respectively. Such compensation cost is expected to be recognized over a weighted-average period of approximately 2.13 years and 4.75 years for service-based options and RSUs, respectively. In July 2023, the Company’s board of directors approved the modification to accelerate the vesting of 52,167 options for employees that were terminated. Additionally, at the same time, the board of directors approved an extension of the post termination exercise period for 280,412 vested options of terminated employees. In connection with the modifications, the Company recorded incremental stock-based compensation expense of $0.1 million. |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 9 Months Ended |
Oct. 01, 2023 | |
Employee Stock Purchase Plan [Abstract] | |
Employee Stock Purchase Plan | (18) Employee Stock Purchase Plan The Company adopted an Employee Stock Purchase Plan (the “ESPP Plan”) in connection with the consummation of the Mergers in July 2023. All qualified employees may voluntarily enroll to purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock of the offering periods or the applicable purchase date. As of October 1, 2023, 2,628,996 shares were reserved for future issuance under the ESPP Plan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 01, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | (19) Commitments and Contingencies Operating Leases The Company leases its facilities under non-cancelable operating lease agreements. The Company’s leases have remaining terms of 0.3 years to 3.1 years. Options to renew or extend leases beyond their initial term have been excluded from measurement of the ROU assets and lease liabilities as exercise is not reasonably certain. Operating leases are reflected on the unaudited condensed consolidated balance sheets within operating lease ROU assets and the related current and non-current operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from lease agreement. Operating lease ROU assets and liabilities are recognized at the commencement date, or the date on which the lessor makes the underlying asset available for use, based upon the present value of the lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectation regarding the terms. Variable lease costs such as common area maintenance, property taxes and insurance are expensed as incurred. Variable lease cost was $0.1 million and $0.3 million for the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and $0.1 million and $0.2 million for the three and nine months September 30, 2022, respectively. Total lease expense for the thirteen and thirty-nine weeks ended October 1, 2023 was $0.3 million and $1.0 million, respectively, and for the three and nine months ended September 30, 2022 was $0.2 million and $0.5 million, respectively. The Company made $0.3 million and $0.8 million of cash payments related to operating leases during the thirteen and thirty-nine weeks ended October 1, 2023, respectively and made $0.1 million and $0.4 million of cash payments related to operating leases during the three and nine months ended September 30, 2022, respectively. New operating lease right-of-use assets obtained in exchange for operating lease liabilities were zero during the thirteen and thirty-nine weeks ended October 1, 2023 and zero and $0.2 million during the three and nine months ended September 30, 2022, respectively. The weighted average remaining lease term and the discount rate for the Company’s operating leases are as follows: October 1, Remaining average remaining lease term 2.61 years Weighted average discount rate 15.20% Future minimum lease payments under non-cancelable operating leases as of October 1, 2023 are as follows (in thousands): 2023 (excluding the thirty-nine weeks ended October 1, 2023) $ 263 2024 743 2025 592 2026 477 2027 and thereafter — Total undiscounted liabilities 2,075 Less: imputed interest (565 ) Present value of operating lease liabilities $ 1,510 Warranty Provision The Company typically provides a 10-year warranty on its solar energy system installations, which provides assurance over the workmanship in performing the installation, including roof leaks caused by the Company’s performance. For solar panel sales, the Company provides a 30-year warranty that the products will be free from defects in material and workmanship. The Company will retain its warranty obligation associated with its panel sales, subsequent to the disposal of its panel business. The Company accrues warranty costs when revenue is recognized for solar energy systems sales and panel sales, based primarily on the volume of new sales that contain warranties, historical experience with and projections of warranty claims, and estimated solar energy system and panel replacement costs. The Company records a provision for estimated warranty expenses in cost of revenues within the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). Warranty costs primarily consist of replacement materials and equipment and labor costs for service personnel. Activity by period relating to the Company’s warranty provision was as follows (in thousands): Thirty-Nine Year Ended Warranty provision, beginning of period $ 3,981 $ 2,281 Warranty liability from Business Combination — 1,943 Accruals for new warranties issued 2,100 1,492 Settlements (2,060 ) (1,735 ) Warranty provision, end of period $ 4,021 $ 3,981 Warranty provision, current $ 605 $ 767 Warranty provision, noncurrent $ 3,416 $ 3,214 Indemnification Agreements From time to time, in its normal course of business, the Company may indemnify other parties, with which it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from breach of representation, covenant or third-party infringement claims. It may not be Possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. In the opinion of management, any liabilities resulting from these agreements will not have a material adverse effect on the business, financial position, results of operations, or cash flows. Legal Matters The Company is a party to various legal proceedings and claims which arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the reasonably possible loss. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company is not aware of any matters that have a material adverse effect on the business, financial position, results of operations, or cash flows. The Company has recorded $3.0 million and $1.9 million as a loss contingency in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets as of October 1, 2023 and December 31, 2022, respectively, primarily associated with the pending settlement of the following legal matters. Katerra Litigation On July 22, 2022, Katerra, Inc. filed a complaint for breach of contract and turnover of property under Section 542(b) of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The complaint seeks damages for the amounts due under the Settlement Agreement and for attorney’s fees. The Company filed an answer to the complaint on September 6, 2022. On May 11, 2023, the parties reached a settlement in which Solaria agreed to pay Katerra $0.8 million, paid in monthly payments beginning on May 25, 2023 and ending by October 25, 2023. As of October 1, 2023, the remaining balance of payments owed in relation to the settlement was $0.1 million. SolarPark Litigation In January 2023, SolarPark Korea Co., LTD (“SolarPark”) demanded approximately $80.0 million during discussions between the Company and SolarPark. In February 2023, the Company submitted its statement of claim seeking approximately $26.4 million in damages against SolarPark. The ultimate outcome of this arbitration is currently unknown and could result in a material liability to the Company. However, the Company believes that the allegations lack merit and intends to vigorously defend all claims asserted. No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time. On March 16, 2023, SolarPark filed a complaint against Solaria and the Company in the United States District Court for the Northern District of California (“the court”). The complaint alleges a civil conspiracy involving misappropriation of trade secrets, defamation, tortious interference with contractual relations, inducement to breach of contract, and violation of California’s Unfair Competition Law. The complaint indicates that SolarPark has suffered in excess of $220.0 million in damages. On May 11, 2023, SolarPark filed a motion for preliminary injunction to seek an order restraining the Company from using or disclosing SolarPark’s trade secrets, making or selling shingled modules other than those produced by SolarPark, and from soliciting solar module manufacturers to produce shingled modules using Solaria’s shingled patents. On May 18, 2023, the Company responded by filing a motion for partial dismissal and stay. On June 1, 2023, SolarPark filed an opposition to the Company’s motion for dismissal and stay and a reply in support of their motion for preliminary injunction. On June 8, 2023, the Company replied in support of its motion for partial dismissal and stay. On July 11, 2023, the court conducted a hearing to consider SolarPark and the Company’s respective motions. On August 3, 2023, the court issued a ruling, which granted the preliminary injunction motion with respect to any purported misappropriation of SolarPark’s trade secrets. The court’s ruling does not prohibit the Company from producing shingled modules or from utilizing its own patents for the manufacture of shingled modules. The court denied SolarPark’s motion seeking a defamation injunction. The court denied the Company’s motion to dismiss and granted the Company’s motion to stay the entire litigation pending the arbitration in Singapore. On September 1, 2023, the Company filed a Limited Notice of Appeal to appeal the August 2023 order granting SolarPark’s motion for preliminary injunction. On September 26, 2023, Solaria filed a Notice of Withdrawal of Appeal and will not appeal the Court’s Preliminary Injunction Order. No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time. Siemens Litigation On July 22, 2021, Siemens filed a lawsuit for breach of contract and warranty against the Company and demanded $6.9 million plus legal fees. The case is currently in trial. The Company has recorded $2.0 million and zero China Bridge Litigation On August 24 2023, China Bridge Capital Limited (“China Bridge”) alleged breach of contract and demanded $6.0 million. The complaint names FACT as the defendant. The complaint alleges China Bridge and FACT entered into a financial advisory agreement in October 2022 whereby FACT engaged China Bridge to advise and assist FACT in identifying a company for FACT to acquire. As part of the agreement, China Bridge claims that FACT agreed to pay China Bridge a $6.0 million advisory fee if FACT completed such an acquisition. China Bridge claims it introduced Complete Solaria to FACT and is therefore owed the $6.0 million advisory fee. The Company believes that the allegations lack merit and intends to vigorously defend all claims asserted. No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time. Letters of Credit The Company had $3.5 million of outstanding letters of credit related to normal business transactions as of October 1, 2023. These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. As discussed in Note 2 – Summary of Significant Accounting Policies, the cash collateral in these restricted cash accounts was $3.8 million and $3.9 million as of October 1, 2023 and December 31, 2022, respectively. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended |
Oct. 01, 2023 | |
Basic and Diluted Net Loss Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | (20) Basic and Diluted Net Loss Per Share The Company uses the two-class method to calculate net loss per share. No The unaudited basic and diluted shares and net loss per share for the three and nine months ended September 30, 2022 have been retroactively restated to give effect to the conversion of shares of legal acquiree’s convertible instruments into shares of legal acquiree common stock as though the conversion had occurred as of the beginning of the period. The retroactive restatement is consistent with the presentation on the accompanying unaudited condensed consolidated statements of stockholders’ deficit. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 (in thousands, except share and per share amounts): Thirteen Weeks Three Months Thirty-Nine Nine Months Numerator: Net loss from continuing operations $ (50,973 ) $ (4,146 ) $ (73,448 ) $ (10,809 ) Net loss from discontinued operations (155,909 ) — (168,458 ) — Net loss $ (206,882 ) $ (4,146 ) $ (241,906 ) $ (10,809 ) Denominator: Weighted average common shares outstanding, basic and diluted 39,821,078 13,431,410 16,969,979 13,053,367 Net loss per share: Continuing operations – basic and diluted $ (1.28 ) $ (0.31 ) $ (4.33 ) $ (0.83 ) Discontinued operations – basic and diluted $ (3.92 ) $ — $ (9.92 ) $ — Net loss per share – basic and diluted $ (5.20 ) $ (0.31 ) $ (14.25 ) $ (0.83 ) Basic and diluted net loss per share attributable to common stockholders is the same for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: As of October 1, December 31, Common stock warrants 23,626,132 2,000,878 Preferred stock warrants — 488,024 Stock options and RSUs issued and outstanding 7,013,514 2,430,949 Potential common shares excluded from diluted net loss per share 30,639,646 4,919,851 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 01, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (21) Related Party Transactions Related Party Convertible Promissory Notes In 2020, the Company issued convertible promissory notes (“2020-A Convertible Notes”) of approximately $3.8 million to various investors, out of which $3.3 million was issued to nine related parties. The principal amount of the outstanding balance accrued interest at 2.0% per annum. In 2021, the Company subsequently issued convertible promissory notes (“2021-A Convertible Notes”) of approximately $4.8 million to various investors, out of which $3.6 million was issued to four related parties. The principal amount of the outstanding balance accrued interest at 2.0% per annum. Refer to Note 16 – Borrowing Arrangements for further details. In March 2022, as part of the Company’s Series D redeemable convertible preferred stock issuance, the Company converted all of the outstanding convertible note series. As part of the conversion, the Company recognized a gain on the extinguishment of related party convertible notes of $1.4 million, which was recorded in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). In October 2022 through June 2023, the Company issued convertible promissory notes (“2022 Convertible Notes”) of approximately $33.3 million to various investors, out of which $12.1 million was issued to five related parties. Additionally, the Company acquired a related party convertible note, on the same terms as the 2022 Convertible Notes as part of the acquisition of Solaria, with a fair value of $6.7 million at the time of the acquisition. The related party debt is presented as convertible notes, net, due to related parties, noncurrent in the accompanying unaudited condensed consolidated balance sheets. The principal amount of the outstanding balance on the 2022 Convertible Notes accrues at 5.0%, compounded annually. For the thirteen and thirty-nine weeks ended October 1, 2023, the Company has recognized less than $0.1 million and $0.4 million, respectively, in interest expense related to the related party 2022 Convertible Promissory Notes. In June 2023, the Company received $3.5 million of prefunded PIPE proceeds from a related party investor in conjunction with the Company’s merger with Freedom Acquisition I Corp (refer to Note 1(a) – Description of Business and Note 4 – Reverse Recapitalization). The $3.5 million investment converted to equity for reclassification of prepaid PIPE, which is reflected in the unaudited condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the thirteen and thirty-nine weeks ended October 1, 2023. In July 2023, in connection with the Mergers, in addition to the $3.5 million of related party PIPE proceeds noted above, the Company received additional PIPE proceeds from related parties of $12.1 million, which is reflected in the unaudited condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the thirteen and thirty-nine weeks ended October 1, 2023. In July 2023, in connection with the Mergers, the Company issued 120,000 shares to a related party as a transaction bonus. As a result of the issuance, the Company recognized $0.7 million of expense within other income (expense), net in its unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023. In July 2023, the Company entered into a series of FPAs as described in Note 5 – Forward Purchase Agreements. In connection with the FPAs, the Company recognized other expense of $30.7 million for each of the thirteen and thirty-nine weeks ended October 1, 2023 in connection with the issuance of 5,670,000 shares of Complete Solaria Common Stock to the related party FPA Sellers. The Company also recognized other income of $0.3 million in connection with the issuance of the FPAs with related parties. As of October 1, 2023, the Company has recognized a liability associated with the FPAs of $5.6 million due to related parties in its unaudited condensed consolidated balance sheets, and the Company has recognized other expense associated with the change in fair value of the FPA liability due to related parties of $5.9 million in its unaudited condensed consolidated statements of operations and comprehensive income (loss) for both the thirteen and thirty-nine weeks ended October 1, 2023. In September 2023, in connection with the Mergers, the Company entered into a settlement and release agreement with a related party for the settlement of a working capital loan made to the Sponsor, prior to the closing of the Mergers. As part of the settlement agreement, the Company agreed to pay the related party $0.5 million as a return of capital, which is paid in ten equal monthly installments and does not accrue interest. During each of the thirteen and thirty-nine weeks ended October 1, 2023, the Company made one payment of $0.1 million. As of October 1, 2023, $0.5 million remains outstanding. There were no other material related party transactions during the thirteen and thirty-nine weeks ended October 1, 2023 or the three and nine months ended September 30, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 01, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (22) Subsequent Events In preparing the unaudited condensed consolidated financial statements as of and for the thirty-nine weeks ended October 1, 2023, the Company evaluated subsequent events for recognition and measurement purposes through November 14, 2023, which is the date the financial statements were available to be issued. The Company noted no subsequent events through November 14, 2023 that would materially impact the unaudited condensed consolidated financial statements, except for the following: In October 2023, the Company entered into an Assignment and Acceptance Agreement (“Assignment Agreement”), whereby Structural Capital Investments III, LP assigns the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, and Rodgers Massey Revocable Living Trust for a total purchase price of $5.0 million. The Company has identified this as a related party transaction. In October 2023, in connection with the Assignment Agreement, the Company also entered into the First Amendment to Warrant to Purchase Stock Agreements with the holders of the Series D-7 warrants. Pursuant to the terms of the agreement, the warrants to purchase 1,376,414 shares of Series D-7 preferred stock converted into warrants to purchase 656,630 shares of common stock (the “replacement warrants”). As a result of the warrant amendment, the Company reclassified the replacement warrants from equity to liability. The replacement warrants were remeasured to the fair value on the amendment effective date and the Company will record subsequent changes in fair value in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). In October 2023, the Company completed the sale of its solar panel business to Maxeon, pursuant to the terms of the Asset Purchase Agreement (the “Disposal Agreement”). Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria, for an aggregate purchase price of approximately $11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares. The Company recorded an impairment charge of $1.7 million related to a decline in the fair value of the Maxeon shares between the end of the fiscal quarter on October 1, 2023 and the disposal date of October 6, 2023. No significant transaction costs were incurred subsequent to the balance sheet date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Oct. 01, 2023 | |
Significant Accounting Policies [Abstract] | |
Use of Estimates | (a) Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, as well as related disclosure of contingent assets and liabilities. Significant estimates and assumptions made by management include, but are not limited to, the determination of: ● the allocation of the transaction price to identified performance obligations; ● fair value of warrant liabilities; ● the fair value of assets acquired and liabilities assumed for business combinations; ● the reserve methodology for inventory obsolescence; ● the reserve methodology for product warranty; ● the reserve methodology for the allowance for credit losses; and ● the fair value of the forward purchase agreements. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. |
Supply Chain Constraints and Risk | (b) Supply Chain Constraints and Risk The Company relies on a very small number of suppliers of solar energy systems and other equipment. If any of the Company’s suppliers was unable or unwilling to provide the Company with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to the Company, the Company would have very limited alternatives for supply, and the Company may not be able find suitable replacements for the Company’s customers, or at all. Such an event could materially adversely affect the Company’s business, prospects, financial condition and results of operations. In addition, the global supply chain and the Company’s industry have experienced significant disruptions in recent periods. The Company has seen supply chain challenges and logistics constraints increase, including shortages of panels, inverters, batteries and associated component parts for inverters and solar energy systems available for purchase. In certain cases, this has caused delays in critical equipment and inventory, longer lead times, and has resulted in cost volatility. These shortages and delays can be attributed in part to the COVID-19 pandemic and resulting government action, broader macroeconomic conditions, and have been exacerbated by the ongoing conflicts in Ukraine and Israel. While the Company believes that a majority of the Company’s suppliers have secured sufficient supply to permit them to continue delivery and installations through the end of 2023, if these shortages and delays persist into 2024, they could adversely affect the timing of when battery energy storage systems can be delivered and installed, and when (or if) the Company can begin to generate revenue from those systems. In addition, the Company has experienced and is experiencing varying levels of volatility in costs of equipment and labor resulting in part from disruptions caused by general global economic conditions, including inflationary pressures and the COVID-19 pandemic. The Company cannot predict the full effects these events will have on the Company’s business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. In the event the Company is unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect the Company’s business, prospects, financial condition and results of operations. |
Segment Information | (c) Segment Information The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. All the Company’s long-lived assets are maintained in the United States of America. |
Restricted Cash | (d) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of October 1, 2023 and December 31, 2022, was $3.8 million and $3.9 million, respectively. The restricted cash consists of deposits in money market accounts, which is used as cash collateral backing letters of credit related to customs duty authorities’ requirements. The Company has presented these balances under restricted cash, as a long-term asset, in the unaudited condensed consolidated balance sheets. The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands): As of October 1, 2023 December 31, 2022 Cash and cash equivalents $ 1,661 $ 4,409 Restricted cash 3,758 3,907 Total cash, cash equivalents, and restricted cash $ 5,419 $ 8,316 |
Revenue Recognition | (e) Revenue Recognition Disaggregation of revenue Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months October 1, September 30, October 1, September 30, Solar energy system installations $ 23,915 $ 11,120 $ 64,511 $ 46,214 Software enhanced services 675 1,140 2,376 2,760 Total revenue $ 24,590 $ 12,260 $ 66,887 $ 48,974 All of the Company’s revenue recognized by geography based on the location of the customer for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 was in the United States. Remaining performance obligations The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. The Company has deferred $1.0 million and $1.3 million associated with a long-term service contract as of October 1, 2023 and December 31, 2022, respectively. Incremental costs of obtaining customer contracts Incremental costs of obtaining customer contracts consist of sales commissions, which are costs paid to third-party vendors who source residential customer contracts for the sale of solar energy systems by the Company. The Company defers sales commissions and recognizes expense in accordance with the timing of the related revenue recognition. Amortization of deferred commissions is recorded as sales commissions in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). As of October 1, 2023 and December 31, 2022, deferred commissions were $5.5 million and $2.8 million, respectively, which were included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Deferred revenue The Company typically invoices its customers upon completion of set milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing the final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a customer agreement, the Company records deferred revenue. As installation projects are typically completed within 12-months, the majority of the Company’s deferred revenue is reflected in current liabilities in the accompanying unaudited condensed consolidated balance sheets. The Company also has deferred revenue associated with a long-term service contract which is reflected in non-current liabilities in the accompanying unaudited condensed consolidated balance sheets. The amount of revenue recognized during the thirty-nine weeks ended October 1, 2023 and the nine months ended September 30, 2022 that was included in deferred revenue at the beginning of the year was $2.5 million and $3.9 million, respectively. |
Fair Value Measurements | (f) Fair Value Measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of October 1, 2023 and December 31, 2022 include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, the warrant liabilities and FPA liabilities. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short-term nature (classified as Level 1). The warrant liabilities and FPA liabilities are measured at fair value using Level 3 inputs. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date within the unaudited condensed consolidated statements of operations and comprehensive income (loss) as a component of other income (expense), net. |
Direct offering costs | (g) Direct Offering Costs Direct offering costs represent legal, accounting and other direct costs related to the Mergers, which was consummated in July 2023. In accounting for the Mergers, direct offering costs of approximately $5.7 million were reclassified to additional paid-in capital and netted against the Mergers proceeds received upon close. As of October 1, 2023 and December 31, 2022, the Company had no deferred offering costs included within prepaid expenses and other current assets in its unaudited condensed consolidated balance sheets. |
Warrant Liabilities | (h) Warrant Liabilities The Company accounts for its warrant liabilities in accordance with the guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Fair Value Measurement |
Forward Purchase Agreements | (i) Forward Purchase Agreements The Company accounts for its FPAs in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity Fair Value Measurement |
Net Loss Per Share | (j) Net Loss Per Share The Company computes net loss per share following ASC 260, Earnings Per Share |
Recently Adopted Accounting Pronouncements | (k) Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Consolidated Statements of Cash Flows | The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands): As of October 1, 2023 December 31, 2022 Cash and cash equivalents $ 1,661 $ 4,409 Restricted cash 3,758 3,907 Total cash, cash equivalents, and restricted cash $ 5,419 $ 8,316 |
Schedule of Revenue Recognized By Product and Services | Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months October 1, September 30, October 1, September 30, Solar energy system installations $ 23,915 $ 11,120 $ 64,511 $ 46,214 Software enhanced services 675 1,140 2,376 2,760 Total revenue $ 24,590 $ 12,260 $ 66,887 $ 48,974 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Financial Assets and Liabilities | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis (in thousands): As of October 1, 2023 Level 1 Level 2 Level 3 Total Financial Liabilities Carlyle warrants $ — $ — $ 7,683 $ 7,683 Public warrants 1,413 — — 1,413 Private placement warrants — 1,027 — 1,027 Working capital warrants — 117 — 117 Forward purchase agreement liabilities — — 6,586 6,586 Total $ 1,413 $ 1,144 $ 14,269 $ 16,826 As of December 31, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 14,152 $ 14,152 Total $ — $ — $ 14,152 $ 14,152 |
Schedule of Warrants Based on a Black Scholes Option Pricing Method. | The Company valued the warrants based on a Black-Scholes Option Pricing Method, which included the following inputs: October 1, December 31, Expected term 7.0 years — Expected volatility 77.0 % — Risk-free interest rate 3.92 % — Expected dividend yield 0.0 % — October 1, December 31, Common stock trading price $ 2.10 — Simulation period 1.8 years — Risk-free rate 5.12 % — Volatility 178.0 % — Series B Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 3.1 years Expected volatility — 72.5 % Risk-free interest rate — 4.2 % Expected dividend yield — 0.0 % Series C Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 3.6 years Expected volatility — 72.5 % Risk-free interest rate — 4.0 % Expected dividend yield — 0.0 % Series D-7 Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 1.5 years Expected volatility — 78.5 % Risk-free interest rate — 4.7 % Expected dividend yield — 0.0 % |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reconciles Elements of the Merger | The following table reconciles the elements of the Mergers to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statements of stockholders’ deficit for the thirty-nine week ended October 1, 2023 (in thousands): Recapitalization Cash proceeds from FACT, net of redemptions $ 36,539 Cash proceeds from PIPE Financing 12,800 Less: cash payment of FACT transaction costs and underwriting fees (10,680 ) Less: cash payment to FPA investors for rebates and recycled shares (17,831 ) Less: cash payment for Promissory Note (1,170 ) Net cash proceeds upon the closing of the Mergers and PIPE financing 19,658 Less: non-cash net liabilities assumed from FACT (10,135 ) Net contributions from the Mergers and PIPE financing upon closing $ 9,523 |
Schedule of Common Stock Outstanding | The following table presents the number of shares of Complete Solaria Common Stock outstanding immediately following the consummation of the Mergers: Recapitalization FACT Class A Ordinary Shares, outstanding prior to Mergers 34,500,000 FACT Class B Ordinary Shares, outstanding prior to Mergers 8,625,000 Bonus shares issued to sponsor 193,976 Bonus shares issued to PIPE investors 120,000 Bonus shares issued to FPA investors 150,000 Shares issued from PIPE financing 1,690,000 Shares issued from FPA agreements, net of recycled shares 5,558,488 Less: redemption of FACT Class A Ordinary Shares (31,041,243 ) Total shares from the Mergers and PIPE Financing 19,796,221 Legacy Complete Solaria shares 20,034,257 2022 Convertible Note Shares 5,460,075 Shares of Complete Solaria Common stock immediately after Mergers 45,290,553 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Business Combination [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarized the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands): Amount Cash, cash equivalents and restricted cash $ 5,402 Accounts receivable 4,822 Inventories 5,354 Prepaid expenses and other current assets 8,569 Property and equipment 830 Operating lease right-of-use assets 1,619 Intangible assets 43,100 Other non-current assets 112 Total identifiable assets acquired 69,808 Accounts payable 4,210 Accrued expenses and other current liabilities 11,845 Notes payable 20,823 Deferred revenue 73 Operating lease liabilities, net of current portion 1,132 Warranty provision, noncurrent 1,566 SAFE agreements 60,470 Total identifiable liabilities assumed 100,119 Net identifiable liabilities assumed 30,311 Goodwill 119,422 Total aggregate consideration paid $ 89,111 |
Schedule of Intangible Assets Acquired | Intangible assets acquired are as follows (in thousands): Amount Trademarks $ 5,700 Developed technology 12,700 Customer relationships 24,700 Total intangible assets $ 43,100 |
Schedule of Unaudited Combined Pro Forma Information | Actual results may differ from the unaudited combined pro forma information presented below (in thousands): Three Months Nine Months September 30, September 30, Revenues $ 22,267 $ 79,800 Net loss $ (26,498 ) $ (49,935 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following (in thousands): As of October 1, 2023 December 31, 2022 Inventory deposits $ 3,497 $ 6,255 Prepaid sales commissions 5,509 2,838 Other 941 978 Total prepaid expenses and other current assets $ 9,947 $ 10,071 |
Divestiture (Tables)
Divestiture (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Divestiture [Abstract] | |
Schedule of Operations and Comprehensive Income (Loss) Related to Discontinued Operations | Components of amounts reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss) related to discontinued operations are presented in the table, as follows (in thousands): Thirteen Weeks Thirty-Nine October 1, October 1, Revenues $ 3,774 $ 29,048 Cost of revenues 4,102 30,609 Gross loss (328 ) (1,561 ) Operating expenses: Sales and marketing 2,425 6,855 General and administrative 5,681 12,572 Total operating expenses 8,106 19,427 Loss from discontinued operations (8,434 ) (20,988 ) Other income (expense), net 31 32 Loss from discontinued operations before income taxes (8,403 ) (20,956 ) Income tax benefit (provision) (1 ) 3 Impairment loss from discontinued operations (147,505 ) (147,505 ) Net loss from discontinued operations $ (155,909 ) $ (168,458 ) |
Schedule of Major Categories of Assets and Liabilities Held for Sale | The following is a summary of the major categories of assets and liabilities held for sale (in thousands): As of October 1, December 31, Intangible assets, net $ 12,299 $ 42,610 Goodwill — 119,422 Long-term assets held for sale $ 12,299 $ 162,032 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and equipment, net | Property and equipment, net consists of the following (in thousands, except year data): Estimated As of Useful Lives October 1, December 31, Developed software 5 $ 6,559 $ 5,054 Manufacturing equipment 3 131 102 Furniture and equipment 3 90 90 Leasehold improvements 5 708 708 Total property and equipment 7,488 5,954 Less: accumulated depreciation and amortization (3,303 ) (2,478 ) Total property and equipment, net $ 4,185 $ 3,476 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of Intangible Assets | The following table provides a reconciliation of intangible assets reported as of October 1, 2023 and December 31, 2022 (in thousands, except years data): As of October 1, 2023 Gross Carrying Amount Impairment Held for Sale Accumulated Amortization Net Amount Assembled workforce $ 137 $ — $ — (137 ) $ — Trademarks 5,700 (3,714 ) (1,463 ) (523 ) — Customer relationship 24,700 (16,094 ) (7,577 ) (1,029 ) — Developed technology 12,700 (8,275 ) (3,259 ) (1,166 ) — Total intangible assets $ 43,237 $ (28,083 ) $ (12,299 ) $ (2,855 ) $ — As of December 31, 2022 Weighted-Average Remaining Life (Years) Gross Carrying Amount Accumulated Amortization Net Amount Assembled workforce 0.1 $ 137 $ (133 ) $ 4 Trademarks 9.8 5,700 (95 ) 5,605 Customer relationship 21.8 24,700 (187 ) 24,513 Developed technology 9.8 12,700 (212 ) 12,488 Total intangible assets $ 43,237 $ (627 ) $ 42,610 |
Schedule of Amortization Expense Related to Intangible Assets | Amortization expense related to intangible assets for the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022 were as follows (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months Ended October 1, September 30, October 1, September 30, Assembled workforce $ — $ 17 $ 4 $ 51 Trademarks 142 — 428 — Customer relationship 279 — 843 — Developed technology 317 — 953 — Total amortization expense $ 738 $ 17 $ 2,228 $ 51 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): As of October 1, 2023 December 31, 2022 Accrued compensation and benefits $ 3,666 $ 3,940 Customer deposits 1,167 930 Uninvoiced contract costs 3,554 1,914 Inventory received but not invoiced 1,391 972 Accrued term loan and revolving loan amendment and final payment fees 2,175 2,400 Accrued legal settlements 2,955 1,853 Accrued taxes 931 1,245 Accrued rebates and credits 880 1,076 Operating lease liabilities, current 720 958 Revenue warranty 918 — Deferred underwriters’ discount payable 3,019 — Accrued warranty, current 605 767 Other accrued liabilities 4,693 3,775 Total accrued expenses and other current liabilities $ 26,674 $ 19,830 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Other Income (Expense), Net [Abstract] | |
Schedule of Other Income (Expense), Net | Other income (expense), net consists of the following (in thousands) Thirteen Weeks Three Months Thirty-Nine Nine Months October 1, September 30, October 1, September 30, Change in fair value of redeemable convertible preferred stock warrant liability $ 39 $ 3 $ 9,455 $ (142 ) Change in fair value of Carlyle warrants 12,689 — 12,689 — Change in fair value of FACT public, private placement and working capital warrants 4,170 — 4,170 — Gain on extinguishment of convertible notes and SAFE agreements (1) — — — 3,235 Loss on CS Solis debt extinguishment (10,338 ) — (10,338 ) — Bonus shares issued in connection with the Mergers (2) (2,394 ) — (2,394 ) — Issuance of forward purchase agreements (3) 76 — 76 — Change in fair value of forward purchase agreement liabilities (4) (6,661 ) — (6,661 ) — Issuance of shares in connection with the forward purchase agreements (5) (35,490 ) — (35,490 ) — Other, net (94 ) 1 191 87 Total other income (expense), net $ (38,003 ) $ 4 $ (28,302 ) $ 3,180 (1) Includes zero and $1.4 million of other income for the three and nine months ended September 30, 2022, respectively, recognized upon the conversion of related party convertible notes and SAFEs. (2) Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers. (3) Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (4) Includes $5.9 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (5) Includes $30.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for shares issued to related parties in connection with the forward purchase agreements. |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Common Stock [Abstract] | |
Schedule of Reserved Shares of Common Stock | The Company has reserved shares of common stock for issuance related to the following: As of Common stock warrants 27,637,266 Employee stock purchase plan 2,628,996 Stock options and RSUs, issued and outstanding 7,013,514 Stock options and RSUs, authorized for future issuance 8,625,023 Total shares reserved 45,904,799 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Borrowing Arrangements [Abstract] | |
Schedule of Convertible Notes | As of October 1, 2023 and December 31, 2022, the Company’s convertible notes consisted of the following (in thousands): As of October 1, 2023 December 31, 2022 Convertible notes, net, noncurrent 2022 Convertible Notes $ — $ 3,434 2022 Convertible Notes due to related parties — 15,510 Total convertible notes $ — $ 18,944 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Stock-Based Compensation [Abstract] | |
Summary of summary of stock option activity | A summary of stock option activity for the thirty-nine weeks ended October 1, 2023 under the Plans is as follows: Options Outstanding Number of Shares Weighted Average Exercise Price per Share Weighted Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding—December 31, 2022 4,970,419 $ 4.86 6.99 $ 34,180 Options granted 2,164,946 5.18 Options exercised (67,292 ) 0.83 Options canceled (142,218 ) 9.46 Outstanding—October 1, 2023 6,925,855 $ 4.91 7.80 $ 2,727 Vested and expected to vest—October 1, 2023 6,925,855 $ 4.91 7.80 $ 2,727 Vested and exercisable—October 1, 2023 3,037,856 $ 5.16 6.40 $ 2,245 |
Schedule of summary of RSU activity | A summary of RSU activity for the thirty-nine weeks ended October 1, 2023 under the Plans is as follows: Number of RSUs Weighted Unvested at December 31, 2022 — Granted 728,600 $ 5.00 Vested and released (155,473 ) $ 4.84 Cancelled or forfeited (485,468 ) $ 5.07 Unvested at October 1, 2023 87,659 $ 5.07 |
Schedule of stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss | The following table summarizes stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months October 1, September 30, October 1, September 30, Cost of revenues $ 20 $ 1 $ 51 $ 6 Sales and marketing 143 37 337 91 General and administrative 1,416 47 1,933 120 Loss from discontinued operations, net of tax 535 — 1,835 — Total stock-based compensation expense $ 2,114 $ 85 $ 4,156 $ 217 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Weighted Average Remaining Lease Term and the Discount Rate | The weighted average remaining lease term and the discount rate for the Company’s operating leases are as follows: October 1, Remaining average remaining lease term 2.61 years Weighted average discount rate 15.20% |
Schedule of Future Minimum Lease Payments under Non-Cancelable | Future minimum lease payments under non-cancelable operating leases as of October 1, 2023 are as follows (in thousands): 2023 (excluding the thirty-nine weeks ended October 1, 2023) $ 263 2024 743 2025 592 2026 477 2027 and thereafter — Total undiscounted liabilities 2,075 Less: imputed interest (565 ) Present value of operating lease liabilities $ 1,510 |
Schedule of Activity Period Relating to the Company's Warranty Provision | Activity by period relating to the Company’s warranty provision was as follows (in thousands): Thirty-Nine Year Ended Warranty provision, beginning of period $ 3,981 $ 2,281 Warranty liability from Business Combination — 1,943 Accruals for new warranties issued 2,100 1,492 Settlements (2,060 ) (1,735 ) Warranty provision, end of period $ 4,021 $ 3,981 Warranty provision, current $ 605 $ 767 Warranty provision, noncurrent $ 3,416 $ 3,214 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Basic and Diluted Net Loss Per Share (Tables) [Line Items] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 (in thousands, except share and per share amounts): Thirteen Weeks Three Months Thirty-Nine Nine Months Numerator: Net loss from continuing operations $ (50,973 ) $ (4,146 ) $ (73,448 ) $ (10,809 ) Net loss from discontinued operations (155,909 ) — (168,458 ) — Net loss $ (206,882 ) $ (4,146 ) $ (241,906 ) $ (10,809 ) Denominator: Weighted average common shares outstanding, basic and diluted 39,821,078 13,431,410 16,969,979 13,053,367 Net loss per share: Continuing operations – basic and diluted $ (1.28 ) $ (0.31 ) $ (4.33 ) $ (0.83 ) Discontinued operations – basic and diluted $ (3.92 ) $ — $ (9.92 ) $ — Net loss per share – basic and diluted $ (5.20 ) $ (0.31 ) $ (14.25 ) $ (0.83 ) |
Schedule of Potential Common Shares Excluded from Diluted Net Loss Per Share | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: As of October 1, December 31, Common stock warrants 23,626,132 2,000,878 Preferred stock warrants — 488,024 Stock options and RSUs issued and outstanding 7,013,514 2,430,949 Potential common shares excluded from diluted net loss per share 30,639,646 4,919,851 |
Organization (Details)
Organization (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization and Business Operations [Line Items] | ||||||
Forward purchase agreements | 1,161,512 | |||||
Purchase price per share (in Dollars per share) | $ 10 | |||||
Aggregate gross proceeds (in Dollars) | $ 15.7 | |||||
Additional shares | 60,000 | |||||
Subscription agreements | 120,000 | |||||
Aggregate gross proceeds (in Dollars) | $ 0.6 | |||||
Reimbursing sponsors shares | 193,976 | |||||
Counterparties issued additional shares | 150,000 | |||||
Holders shares | 23,256,504 | |||||
Closing holders shares | 7,784,739 | |||||
Redeem shares value (in Dollars) | $ 82.2 | $ 82.2 | ||||
Incurred net losses (in Dollars) | $ 4.1 | $ 10.8 | ||||
Accumulated deficit (in Dollars) | 327.3 | 327.3 | ||||
Cash and cash equivalents (in Dollars) | 1.7 | $ 1.7 | ||||
Redeemable convertible preferred stock (in Dollars) | $ 4.4 | |||||
Common Stock [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Purchase price per share (in Dollars per share) | $ 5 | |||||
Ordinary shares outstanding | 5,978,960 | |||||
Minimum [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Incurred net losses (in Dollars) | $ 51 | |||||
Maximum [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Incurred net losses (in Dollars) | $ 73.4 | |||||
FACT Class A Ordinary Shares [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Aggregate shares | 6,300,000 | |||||
Originally shares issued | 34,500,000 | |||||
Ordinary shares outstanding | 11,243,496 | |||||
Common stock shares | 1 | 1 | ||||
Class B Ordinary Share [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Common stock shares | 1 | 1 | ||||
Solaria [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Aggregate shares | 420,000 | |||||
PIPE Investors [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Aggregate shares | 1,570,000 | |||||
PIPE Financing [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Aggregate gross proceeds (in Dollars) | $ 3.5 | |||||
PIPE Subscription Agreement [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Forward purchase agreements | 60,000 | |||||
Maxeon [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Common stock shares | 1,100,000 | 1,100,000 | ||||
Solaria [Member] | ||||||
Organization and Business Operations [Line Items] | ||||||
Aggregate shares | 25,494,332 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 5,419 | $ 8,316 | |
Deferred service cost | 1,000 | 1,300 | |
Deferred commissions | 5,500 | 2,800 | |
deferred revenue | 2,500 | $ 3,900 | |
Additional paid in capital | 9,500 | ||
Additional Paid-in Capital [Member] | |||
Significant Accounting Policies [Line Items] | |||
Additional paid in capital | 5,700 | ||
Restricted Cash [Member] | |||
Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 3,800 | $ 3,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Statements of Cash Flows - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 1,661 | $ 4,409 |
Restricted cash | 3,758 | 3,907 |
Total cash, cash equivalents, and restricted cash | $ 5,419 | $ 8,316 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Revenue Recognized By Product and Services - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 24,590 | $ 12,260 | $ 66,887 | $ 48,974 |
Solar energy system installations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 23,915 | 11,120 | 64,511 | 46,214 |
Software enhanced services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 675 | $ 1,140 | $ 2,376 | $ 2,760 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 9 Months Ended |
Oct. 01, 2023 $ / shares shares | |
Fair Value Measurements [Abstract] | |
Outstanding warrant | shares | 2,745,879 |
Price per share | $ / shares | $ 0.01 |
Description warrant expires | The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the amended and restated warrant agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the amended and restated warrant agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the amended and restated warrant agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 01, 2023 | Dec. 31, 2022 | ||
Financial Liabilities | |||
Carlyle warrants | $ 7,683 | ||
Public warrants | 1,413 | ||
Private placement warrants | 1,027 | ||
Working capital warrants | 117 | ||
Forward purchase agreement liabilities | [1] | 6,586 | |
Redeemable convertible preferred stock warrant liability | 14,152 | ||
Total | 16,826 | 14,152 | |
Fair Value, Inputs, Level 1 [Member] | |||
Financial Liabilities | |||
Carlyle warrants | |||
Public warrants | 1,413 | ||
Private placement warrants | |||
Working capital warrants | |||
Forward purchase agreement liabilities | |||
Redeemable convertible preferred stock warrant liability | |||
Total | 1,413 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Financial Liabilities | |||
Carlyle warrants | |||
Public warrants | |||
Private placement warrants | 1,027 | ||
Working capital warrants | 117 | ||
Forward purchase agreement liabilities | |||
Redeemable convertible preferred stock warrant liability | |||
Total | 1,144 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Financial Liabilities | |||
Carlyle warrants | 7,683 | ||
Public warrants | |||
Private placement warrants | |||
Working capital warrants | |||
Forward purchase agreement liabilities | 6,586 | ||
Redeemable convertible preferred stock warrant liability | 14,152 | ||
Total | $ 14,269 | $ 14,152 | |
[1]Includes $5.6 million and zero of liabilities due to related parties as of October 1, 2023 and December 31, 2022, respectively. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Warrants Based on a Black Scholes Option Pricing Method. - $ / shares | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Series B Redeemable Convertible Preferred Stock Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 3 years 1 month 6 days | |
Expected volatility | 72.50% | |
Risk-free interest rate | 4.20% | |
Expected dividend yield | 0% | |
Series C Redeemable Convertible Preferred Stock Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 3 years 7 months 6 days | |
Expected volatility | 72.50% | |
Risk-free interest rate | 4% | |
Expected dividend yield | 0% | |
Series D-7 Redeemable Convertible Preferred Stock Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 1 year 6 months | |
Expected volatility | 78.50% | |
Risk-free interest rate | 4.70% | |
Expected dividend yield | 0% | |
Public, Private Placement and Working Capital Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 7 years | |
Expected volatility | 77% | |
Risk-free interest rate | 3.92% | |
Expected dividend yield | 0% | |
Convertible Promissory Notes [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 178% | |
Risk-free interest rate | 5.12% | |
Common stock trading price (in Dollars per share) | $ 2.1 | |
Simulation period | 1 year 9 months 18 days |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 01, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization [Line Items] | ||
Net cash proceeds | $ 19,700 | |
Common shares issued (in Shares) | 45,310,553 | 19,932,429 |
Common shares outstanding (in Shares) | 45,310,553 | 19,932,429 |
Professional fees | $ 15,800 | |
Additional paid in capital | 276,438 | $ 190,624 |
Incurred cost | 5,200 | |
Company incurred cost | 10,600 | |
Transaction costs | $ 5,400 | |
Common Class A [Member] | ||
Reverse Recapitalization [Line Items] | ||
Common shares issued (in Shares) | 45,290,553 | |
Common shares outstanding (in Shares) | 34,500,000 | |
Legacy Complete Solaria [Member] | ||
Reverse Recapitalization [Line Items] | ||
Additional paid in capital | $ 15,800 | |
Legacy Complete Solaria [Member] | Common Class A [Member] | ||
Reverse Recapitalization [Line Items] | ||
Common shares outstanding (in Shares) | 45,290,553 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger $ in Thousands | 9 Months Ended |
Oct. 01, 2023 USD ($) | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Less: cash payment | $ (1,170) |
Net cash proceeds upon the closing of the merger and PIPE financing | 19,658 |
Net contributions from the Merger and PIPE financing upon closing | 9,523 |
PIPE [Member] | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Cash proceeds | 12,800 |
FACT [Member] | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Less: cash payment | (10,680) |
Less: non-cash net liabilities assumed from FACT | (10,135) |
FPA [Member] | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Less: cash payment | (17,831) |
FACT [Member] | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Cash proceeds | $ 36,539 |
Reverse Recapitalization (Det_3
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding - shares | 9 Months Ended | |
Oct. 01, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | ||
Ordinary Shares, outstanding prior to Merger | 45,310,553 | 19,932,429 |
Less: redemption of FACT Class A Ordinary Shares | (31,041,243) | |
Total shares from the Mergers and PIPE Financing | 19,796,221 | |
Legacy Complete Solaria shares | 20,034,257 | |
2022 Convertible Note Shares | 5,460,075 | |
Shares of Complete Solaria Common stock immediately after merger | 45,290,553 | |
FACT Class A Ordinary Shares [Member] | ||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | ||
Ordinary Shares, outstanding prior to Merger | 34,500,000 | |
FACT Class B Ordinary Shares [Member] | ||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | ||
Ordinary Shares, outstanding prior to Merger | 8,625,000 | |
Sponsor [Member] | ||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | ||
Bonus shares issued | 193,976 | |
PIPE Financing [Member] | ||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | ||
Bonus shares issued | 120,000 | |
Shares issued | 1,690,000 | |
FPA Agreements [Member] | ||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | ||
Bonus shares issued | 150,000 | |
Shares issued | 5,558,488 |
Forward Purchase Agreements (De
Forward Purchase Agreements (Details) - USD ($) | 9 Months Ended | |||
Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Forward Purchase Agreements [Line Items] | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Purchase percentage | 9.90% | |||
Initial price | $ 5 | |||
Number of shares | $ 2 | |||
Other income (expense) | [1] | $ (4,009,000) | $ 76,000 | |
Fair value of prepaid forward purchase agreements | 100,000 | |||
Prepaid forward purchase liability | 6,700,000 | |||
Purchase liabilities | $ 0 | $ 25,200,000 | ||
Complete Solaria Common Stock [Member] | ||||
Forward Purchase Agreements [Line Items] | ||||
Isssuance of shares | 6,720,000 | |||
FPA'S [Member] | ||||
Forward Purchase Agreements [Line Items] | ||||
Aggregate shares | 6,720,000 | |||
Initial price | $ 10.56 | |||
Isssuance of shares | 6,300,000 | |||
Other income (expense) | $ 35,500,000 | |||
Purchase liabilities | $ 6,600,000 | |||
[1]Non-cash interest expense to related parties of $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively. |
Business Combination (Details)
Business Combination (Details) - USD ($) $ in Millions | 9 Months Ended | |
Nov. 04, 2022 | Oct. 01, 2023 | |
Business Combination [Line Items] | ||
Goodwill | $ 119.4 | |
Goodwill, period | 15 years | |
Solaria Acquisition [Member] | ||
Business Combination [Line Items] | ||
Consideration paid | $ 89.1 | |
Consideration paid in cash | $ 0.1 | |
Shares, issued (in Shares) | 2,844,550 | |
Payment of seller incurred transaction expenses | $ 1.5 | |
Unvested stock options | $ 14.1 | |
Recognized deferred tax assets | $ 45.9 | |
Solaria Acquisition [Member] | Common Stock [Member] | ||
Business Combination [Line Items] | ||
Shares, issued (in Shares) | 6,803,549 | |
Fair value | $ 17.3 | |
Solaria Acquisition [Member] | Preferred Stock [Member] | ||
Business Combination [Line Items] | ||
Shares, issued (in Shares) | 78,962 | |
Fair value | $ 52.2 | |
Solaria Acquisition [Member] | Stock Options [Member] | ||
Business Combination [Line Items] | ||
Fair value | $ 10 | |
Solaria Acquisition [Member] | Warrant [Member] | Common Stock [Member] | ||
Business Combination [Line Items] | ||
Shares, issued (in Shares) | 1,376,414 | |
Fair value | $ 0.2 | |
Solaria Acquisition [Member] | Warrant [Member] | Preferred Stock [Member] | ||
Business Combination [Line Items] | ||
Shares, issued (in Shares) | 5,382,599 | |
Fair value | $ 7.8 |
Business Combination (Details)
Business Combination (Details) - Schedule of Assets Acquired and Liabilities Assumed - Business Combination [Member] $ in Thousands | 9 Months Ended |
Oct. 01, 2023 USD ($) | |
Business Combination (Details) - Schedule of Assets Acquired and Liabilities Assumed [Line Items] | |
Cash, cash equivalents and restricted cash | $ 5,402 |
Accounts receivable | 4,822 |
Inventories | 5,354 |
Prepaid expenses and other current assets | 8,569 |
Property and equipment | 830 |
Operating lease right-of-use assets | 1,619 |
Intangible assets | 43,100 |
Other non-current assets | 112 |
Total identifiable assets acquired | 69,808 |
Accounts payable | 4,210 |
Accrued expenses and other current liabilities | 11,845 |
Notes payable | 20,823 |
Deferred revenue | 73 |
Operating lease liabilities, net of current portion | 1,132 |
Warranty provision, noncurrent | 1,566 |
SAFE agreements | 60,470 |
Total identifiable liabilities assumed | 100,119 |
Net identifiable liabilities assumed | 30,311 |
Goodwill | 119,422 |
Total aggregate consideration paid | $ 89,111 |
Business Combination (Details_2
Business Combination (Details) - Schedule of Intangible Assets Acquired $ in Thousands | Sep. 30, 2023 USD ($) |
Business Combination (Details) - Schedule of Intangible Assets Acquired [Line Items] | |
Total intangible asset | $ 43,100 |
Trademarks [Member] | |
Business Combination (Details) - Schedule of Intangible Assets Acquired [Line Items] | |
Total intangible asset | 5,700 |
Developed technology [Member] | |
Business Combination (Details) - Schedule of Intangible Assets Acquired [Line Items] | |
Total intangible asset | 12,700 |
Customer relationships [Member] | |
Business Combination (Details) - Schedule of Intangible Assets Acquired [Line Items] | |
Total intangible asset | $ 24,700 |
Business Combination (Details_3
Business Combination (Details) - Schedule of Unaudited Combined Pro Forma Information - Business Combination [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Combination (Details) - Schedule of Unaudited Combined Pro Forma Information [Line Items] | ||
Revenues | $ 22,267 | $ 79,800 |
Net loss | $ (26,498) | $ (49,935) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | ||
Inventory deposits | $ 3,497 | $ 6,255 |
Prepaid sales commissions | 5,509 | 2,838 |
Other | 941 | 978 |
Total prepaid expenses and other current assets | $ 9,947 | $ 10,071 |
Divestiture (Details) - Schedul
Divestiture (Details) - Schedule of Operations and Comprehensive Income (Loss) Related to Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 01, 2023 | Oct. 01, 2023 | |
Schedule of Operations and Comprehensive Income Related to Discontinued Operations [Abstract] | ||
Revenues | $ 3,774 | $ 29,048 |
Cost of revenues | 4,102 | 30,609 |
Gross loss | (328) | (1,561) |
Operating expenses: | ||
Sales and marketing | 2,425 | 6,855 |
General and administrative | 5,681 | 12,572 |
Total operating expenses | 8,106 | 19,427 |
Loss from discontinued operations | (8,434) | (20,988) |
Other income (expense), net | 31 | 32 |
Loss from discontinued operations before income taxes | (8,403) | (20,956) |
Income tax benefit (provision) | (1) | 3 |
Impairment loss from discontinued operations | (147,505) | (147,505) |
Net loss from discontinued operations | $ (155,909) | $ (168,458) |
Divestiture (Details) - Sched_2
Divestiture (Details) - Schedule of Major Categories of Assets and Liabilities Held for Sale - USD ($) | Oct. 01, 2023 | Dec. 31, 2022 |
Schedule of Major Categories of Assets and Liabilities Held for Sale [Abstract] | ||
Intangible assets, net | $ 12,299 | $ 42,610 |
Goodwill | 119,422 | |
Long-term assets held for sale | $ 12,299 | $ 162,032 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2023 | Oct. 01, 2023 | Sep. 30, 2023 | |
Property and Equipment, Net [Abstract] | ||||
Depreciation and amortization expense | $ 0.3 | $ 0.2 | $ 0.6 | $ 0.4 |
Impairment charges on tangible assets |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and equipment, net - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 7,488 | $ 5,954 |
Less accumulated depreciation and amortization | (3,303) | (2,478) |
Total property and equipment, net | $ 4,185 | 3,476 |
Developed software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5 years | |
Total property and equipment | $ 6,559 | 5,054 |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3 years | |
Total property and equipment | $ 131 | 102 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3 years | |
Total property and equipment | $ 90 | 90 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5 years | |
Total property and equipment | $ 708 | $ 708 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets [Abstract] | |||||
Goodwill impairment | $ 119,400 | $ 119,400 | |||
Goodwill | $ 0 | $ 0 | $ 119,400 | ||
General and administrative expense | $ 100 | $ 100 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 43,237 | $ 43,237 |
Impairment | (28,083) | |
Held for Sale | (12,299) | |
Accumulated Amortization | (2,855) | (627) |
Net Amount | 42,610 | |
Assembled Workforce [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 137 | 137 |
Impairment | ||
Held for Sale | ||
Accumulated Amortization | (137) | (133) |
Net Amount | $ 4 | |
Weighted- Average Remaining Life (Years) | 1 month 6 days | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,700 | $ 5,700 |
Impairment | (3,714) | |
Held for Sale | (1,463) | |
Accumulated Amortization | (523) | (95) |
Net Amount | $ 5,605 | |
Weighted- Average Remaining Life (Years) | 9 years 9 months 18 days | |
Customer relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,700 | $ 24,700 |
Impairment | (16,094) | |
Held for Sale | (7,577) | |
Accumulated Amortization | (1,029) | (187) |
Net Amount | $ 24,513 | |
Weighted- Average Remaining Life (Years) | 21 years 9 months 18 days | |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,700 | $ 12,700 |
Impairment | (8,275) | |
Held for Sale | (3,259) | |
Accumulated Amortization | (1,166) | (212) |
Net Amount | $ 12,488 | |
Weighted- Average Remaining Life (Years) | 9 years 9 months 18 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of Amortization Expense Related to Intangible Assets - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | |
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | ||||
Total amortization expense | $ 738 | $ 17 | $ 2,228 | $ 51 |
Assembled workforce [Member] | ||||
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | ||||
Total amortization expense | 17 | 4 | 51 | |
Trademarks [Member] | ||||
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | ||||
Total amortization expense | 142 | 428 | ||
Customer relationship [Member] | ||||
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | ||||
Total amortization expense | 279 | 843 | ||
Developed technology [Member] | ||||
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | ||||
Total amortization expense | $ 317 | $ 953 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued compensation and benefits | $ 3,666 | $ 3,940 |
Customer deposits | 1,167 | 930 |
Uninvoiced contract costs | 3,554 | 1,914 |
Inventory received but not invoiced | 1,391 | 972 |
Accrued term loan and revolving loan amendment and final payment fees | 2,175 | 2,400 |
Accrued legal settlements | 2,955 | 1,853 |
Accrued taxes | 931 | 1,245 |
Accrued rebates and credits | 880 | 1,076 |
Operating lease liabilities, current | 720 | 958 |
Revenue warranty | 918 | |
Deferred underwriters’ discount payable | 3,019 | |
Accrued warranty, current | 605 | 767 |
Other accrued liabilities | 4,693 | 3,775 |
Total accrued expenses and other current liabilities | $ 26,674 | $ 19,830 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||
Oct. 01, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2023 | |
Other Income (Expense), Net [Line Items] | |||||
Other income | $ 700,000 | $ 300,000 | $ 0 | $ 1,400,000 | |
Other expense related parties | 30,700,000 | ||||
Related Party [Member] | |||||
Other Income (Expense), Net [Line Items] | |||||
Other income | $ 300,000 | ||||
Other expense related parties | $ 5,900,000 | $ 5,900,000 |
Other Income (Expense), Net (_2
Other Income (Expense), Net (Details) - Schedule of Other Income (Expense), Net - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | ||
Schedule of Other Income (Expense), Net [Abstract] | |||||
Change in fair value of redeemable convertible preferred stock warrant liability | $ 39 | $ 3 | $ 9,455 | $ (142) | |
Change in fair value of Carlyle warrants | 12,689 | 12,689 | |||
Change in fair value of FACT public, private placement and working capital warrants | 4,170 | 4,170 | |||
Gain on extinguishment of convertible notes and SAFE agreements | [1] | 3,235 | |||
Loss on CS Solis debt extinguishment | (10,338) | (10,338) | |||
Bonus shares issued in connection with the Merger | [2] | (2,394) | (2,394) | ||
Issuance of forward purchase agreements | [3] | 76 | 76 | ||
Change in fair value of forward purchase agreement liabilities | [4] | (6,661) | (6,661) | ||
Issuance of shares in connection with the forward purchase agreements | [5] | (35,490) | (35,490) | ||
Other, net | (94) | 1 | 191 | 87 | |
Total other income (expense), net | $ (38,003) | $ 4 | $ (28,302) | $ 3,180 | |
[1] Includes zero and $1.4 million of other income for the three and nine months ended September 30, 2022, respectively, recognized upon the conversion of related party convertible notes and SAFEs. Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers. Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. Includes $5.9 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. Includes $30.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for shares issued to related parties in connection with the forward purchase agreements. |
Common Stock (Details)
Common Stock (Details) - shares | Oct. 01, 2023 | Dec. 31, 2022 |
Common Stock [Abstract] | ||
Common stocks, shares authorized | 1,000,000,000 | 60,000,000 |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock issued |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of Reserved Shares of Common Stock | Oct. 01, 2023 USD ($) shares |
Schedule of Reserved Shares of Common Stock [Abstract] | |
Common stock warrants | 27,637,266 |
Employee stock purchase plan (in Dollars) | $ | $ 2,628,996 |
Stock options and RSUs, issued and outstanding | 7,013,514 |
Stock options and RSUs, authorized for future issuance | 8,625,023 |
Total shares reserved | 45,904,799 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jul. 31, 2023 | Jul. 18, 2023 | May 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2021 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 28, 2022 | Aug. 31, 2021 | May 31, 2021 | Jan. 31, 2020 | Jul. 30, 2016 | Feb. 29, 2016 | |
Warrants [Line Items] | |||||||||||||||
Warrant to purchase shares (in Shares) | 173,067 | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||
Fair value of warrant | $ (26,314,000) | $ 142,000 | |||||||||||||
Dividend yield | |||||||||||||||
Risk free interest rate | 1.90% | ||||||||||||||
Outstanding warrants (in Shares) | 27,637,266 | ||||||||||||||
Warrent purchase shares (in Shares) | 8,625,000 | ||||||||||||||
Description warrant expires | The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the amended and restated warrant agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the amended and restated warrant agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the amended and restated warrant agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share | ||||||||||||||
Warrant vesting (in Shares) | 150,000 | ||||||||||||||
Warrant liability | $ 20,400,000 | ||||||||||||||
Reduction to additional paid-in capital | 9,500,000 | ||||||||||||||
Other Income | 12,700,000 | ||||||||||||||
Other income (expense) | 0 | ||||||||||||||
Working capital warrants | $ 117,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant vesting (in Shares) | 350,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.38 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant to purchase shares (in Shares) | 2,525 | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.62 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant to purchase shares (in Shares) | 5,054 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 2,300,000 | $ 6,300,000 | |||||||||||||
Number of share exercisable (in Shares) | 482,969 | ||||||||||||||
Series B Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant exercise price (in Dollars per share) | $ 4.3 | ||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||
Series B Warrants [Member] | Common Class A [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||
Series C Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant to purchase shares (in Shares) | 148,477 | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 1 | ||||||||||||||
Expected term | 10 years | ||||||||||||||
Expected volatility, percentage | 62.50% | ||||||||||||||
Risk free interest rate, percentage | 1.50% | ||||||||||||||
Dividend yield | |||||||||||||||
Series C-1 Warrants (Converted to Common Stock Warrants) [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||
Fair value of warrant | 100,000 | ||||||||||||||
SVB Common Stock Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||
Expected term | 12 years | ||||||||||||||
Expected volatility, percentage | 73% | ||||||||||||||
SVB Common Stock Warrants [Member] | Minimum [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant to purchase shares (in Shares) | 2,473 | ||||||||||||||
Risk free interest rate | 1.30% | ||||||||||||||
SVB Common Stock Warrants [Member] | Maximum [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Risk free interest rate | 1.70% | ||||||||||||||
Promissory Note Common Stock Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant to purchase shares (in Shares) | 24,148 | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||
Expected term | 10 years | ||||||||||||||
Expected volatility, percentage | 73% | ||||||||||||||
Risk free interest rate, percentage | 1.50% | ||||||||||||||
Dividend yield | |||||||||||||||
Carlyle Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant to purchase shares (in Shares) | 2,886,952 | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||
Fair value of warrant | $ 7,700,000 | ||||||||||||||
Number of share exercisable (in Shares) | 1,995,879 | ||||||||||||||
Expected term | 7 years | ||||||||||||||
Expected volatility, percentage | 77% | ||||||||||||||
Dividend yield | |||||||||||||||
Risk free interest rate | 3.90% | ||||||||||||||
Outstanding warrants (in Shares) | 1,995,879 | ||||||||||||||
Warrent purchase shares (in Shares) | 1,995,879 | ||||||||||||||
Description warrant expires | the warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. | ||||||||||||||
Warrant [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant to purchase shares (in Shares) | 656,630 | ||||||||||||||
Expected term | 7 years | ||||||||||||||
Expected volatility, percentage | 77% | ||||||||||||||
Risk free interest rate, percentage | 3.92% | ||||||||||||||
Reduction to additional paid-in capital | $ 10,900,000 | ||||||||||||||
Series D-7 Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Converted to common stock warrants, description | The first tranche of 518,752 shares of Series D-7 preferred stock is exercisable at an exercise price of $2.50 per share upon consummation of a merger transaction, or at an exercise price of $2.04 per share upon remaining private and has an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock is exercisable at an exercise price of $5.00 per share upon consummation of a merger transaction, or at an exercise price of $4.09 per share upon remaining private and has an expiration date of April 2024. The fair value of the Series D-7 warrants was $7.8 million as of December 31, 2022 and $2.4 million as of July 18, 2023 when the warrants were reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, as the exercise price of the warrants is fixed at $2.50 per share of Complete Solaria Common Stock for the first tranche and $5.00 per share of Complete Solaria Common Stock for the second tranche upon the closing of the Mergers. | ||||||||||||||
Preferred stock exercisable share (in Shares) | 518,752 | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | ||||||||||||||
November 2022 Common Stock Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||
Expected term | 1 year 6 months | ||||||||||||||
Expected volatility, percentage | 78.50% | ||||||||||||||
Risk free interest rate, percentage | 4.70% | ||||||||||||||
Warrent purchase shares (in Shares) | 78,962 | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 8 | ||||||||||||||
Purchase shares (in Shares) | 31,680 | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||||||||
Warrant exercised (in Shares) | 31,680 | ||||||||||||||
July 2023 Common Stock Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||
Warrent purchase shares (in Shares) | 38,981 | ||||||||||||||
July 2023 Common Stock Warrants [Member] | Private Placement [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 200,000 | ||||||||||||||
Class A Common Stock Equals or Exceeds Threshold Two [Member] | Private Placement [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||||||||
Warrant Consideration [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Expected term | 10 years | ||||||||||||||
Warrent purchase shares (in Shares) | 6,266,572 | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||||||||||||
Public, Private Placement, and Working Capital Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 2,400,000 | ||||||||||||||
Warrent purchase shares (in Shares) | 6,266,667 | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||||||||||||
Warrant amount | $ 6,400,000 | ||||||||||||||
Other income (expense) | 4,000,000 | ||||||||||||||
Public, Private Placement, and Working Capital Warrants [Member] | Private Placement [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 300,000 | ||||||||||||||
Preferred stock exercisable share (in Shares) | 716,668 | ||||||||||||||
Other income (expense) | $ 200,000 | ||||||||||||||
Working capital warrants | $ 100,000 | ||||||||||||||
Public, Private Placement, and Working Capital Warrants [Member] | Public Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||||||||||||
CRSEF Solis Holdings, LLC [Member] | Carlyle Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 3,400,000 | ||||||||||||||
Black-Scholes model [Member] | Carlyle Warrants [Member] | |||||||||||||||
Warrants [Line Items] | |||||||||||||||
Fair value of warrant | $ 20,400,000 | ||||||||||||||
Expected term | 7 years | ||||||||||||||
Expected volatility, percentage | 73% |
Borrowing Arrangements (Details
Borrowing Arrangements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 01, 2023 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Jan. 20, 2020 | Dec. 31, 2018 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 09, 2023 | Jan. 01, 2021 | |||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Total Principal amount | $ 500,000 | $ 500,000 | $ 100,000 | ||||||||||||||||||
Percentage of accured interest | 3% | 6% | |||||||||||||||||||
Remaining balance | $ 0 | $ 0 | |||||||||||||||||||
Percentage of equity financing | 80% | 80% | 80% | ||||||||||||||||||
Initial fair value | $ 100,000 | ||||||||||||||||||||
Other expense | 0 | ||||||||||||||||||||
Expense | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Redeemable convertible preferred stock (in Shares) | 62,500 | ||||||||||||||||||||
other income expense | $ 100,000 | ||||||||||||||||||||
Common stock outstanding (in Shares) | 43,176,577 | ||||||||||||||||||||
Interest expense | 30,700,000 | ||||||||||||||||||||
Immaterial debt issuance costs | $ 100,000 | 100,000 | 100,000 | ||||||||||||||||||
Obtain new equity | $ 15,000,000 | ||||||||||||||||||||
Repaid the principal and accrued interest | $ 6,700,000 | ||||||||||||||||||||
Bears interest rate | 8% | ||||||||||||||||||||
Interest expense recognized | 300,000 | 1,000,000 | |||||||||||||||||||
Revolving loan | 2,175,000 | $ 2,400,000 | 2,175,000 | $ 2,175,000 | 2,400,000 | ||||||||||||||||
Prime rate plus | 4.50% | ||||||||||||||||||||
Total amendment fees | 1,900,000 | 1,900,000 | $ 1,900,000 | ||||||||||||||||||
Borrow, percentage | 70% | ||||||||||||||||||||
Vendor purchase net amount | $ 10,000,000 | ||||||||||||||||||||
Borrowing | 20,000,000 | 20,000,000 | |||||||||||||||||||
Outstanding net debt | 11,700,000 | 5,600,000 | |||||||||||||||||||
Accrued financing cost | 4,100,000 | 100,000 | 4,100,000 | 4,100,000 | 100,000 | ||||||||||||||||
Recognized interest expense | 0 | 3,100,000 | |||||||||||||||||||
Pay return capital | $ 500,000 | ||||||||||||||||||||
Payments for Settlement | 100,000 | 100,000 | |||||||||||||||||||
Contributed | $ 25,600,000 | $ 25,600,000 | $ 25,600,000 | ||||||||||||||||||
Investment dividend payable percentage | 25% | 25% | 25% | ||||||||||||||||||
Exercisable shares (in Shares) | 4,132,513 | ||||||||||||||||||||
Investment description | The Carlyle Debt Modification Agreement accelerates the redemption date of the investment, which was previously February 14, 2025 and is March 31, 2024 subsequent to the modification. Additionally, as part of the amendment, the parties entered into an amended and restated warrant agreement. As part of the Carlyle Warrant Amendment, Complete Solaria issued Carlyle a warrant to purchase up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $0.01, which is inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. The warrants are classified as liabilities under ASC 815 and are recorded within warrant liability on the unaudited condensed consolidated statements of operations and comprehensive income (loss). | ||||||||||||||||||||
Loss on extinguishment | $ 1,400,000 | [1] | 3,235,000 | [1] | |||||||||||||||||
Fair value of short term debt | $ 28,400,000 | $ 28,400,000 | 28,400,000 | ||||||||||||||||||
Redemption amount | 31,900,000 | ||||||||||||||||||||
Liability | 0 | 25,200,000 | 0 | 0 | 25,200,000 | ||||||||||||||||
Interest expense | 1,200,000 | 400,000 | 2,700,000 | 900,000 | |||||||||||||||||
Payment of interest | 200,000 | 200,000 | 200,000 | ||||||||||||||||||
Long term debt fair value | 29,100,000 | 29,100,000 | $ 29,100,000 | ||||||||||||||||||
CS Soils [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Redemption price percentage | 10.50% | ||||||||||||||||||||
Loss on extinguishment | $ 10,300,000 | ||||||||||||||||||||
Liability | $ 29,200,000 | 0 | 29,200,000 | 29,200,000 | 0 | ||||||||||||||||
Interest expense | $ 100,000 | 700,000 | $ 700,000 | 1,700,000 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Purchase of common stock (in Shares) | 5,978,960 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||
2022 Convertible Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Total Principal amount | $ 3,800,000 | ||||||||||||||||||||
Percentage of accured interest | 2% | ||||||||||||||||||||
Remaining balance | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Percentage of equity financing | 80% | 80% | 80% | ||||||||||||||||||
Initial fair value | $ 500,000 | ||||||||||||||||||||
Weighted-average effective interest rate | 25.60% | 25.60% | 25.60% | ||||||||||||||||||
Expense | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||
other income expense | $ 900,000 | ||||||||||||||||||||
Convertible per share (in Dollars per share) | $ 0.75 | ||||||||||||||||||||
2021-A Convertible Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Total Principal amount | $ 4,300,000 | ||||||||||||||||||||
Percentage of accured interest | 2% | ||||||||||||||||||||
Remaining balance | 0 | 0 | |||||||||||||||||||
Percentage of equity financing | 80% | 80% | 80% | ||||||||||||||||||
Initial fair value | $ 600,000 | ||||||||||||||||||||
Weighted-average effective interest rate | 18.10% | 18.10% | 18.10% | ||||||||||||||||||
Other expense | $ 800,000 | ||||||||||||||||||||
Redeemable convertible preferred stock (in Shares) | 869,640 | ||||||||||||||||||||
other income expense | $ 0 | ||||||||||||||||||||
Additional convertible note | $ 500,000 | ||||||||||||||||||||
Due and payable amount | 3% | ||||||||||||||||||||
2022 Convertible Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Percentage of accured interest | 5% | ||||||||||||||||||||
Initial fair value | $ 6,700,000 | ||||||||||||||||||||
Aggregate purchase price | $ 12,000,000 | $ 12,000,000 | 12,000,000 | ||||||||||||||||||
Additional total purchase | $ 21,300,000 | $ 21,300,000 | $ 21,300,000 | ||||||||||||||||||
Common stock outstanding (in Shares) | 5,316,460 | 5,316,460 | 5,316,460 | ||||||||||||||||||
2019 SAFE [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Remaining balance | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Initial fair value | 200,000 | ||||||||||||||||||||
Other expense | $ 100,000 | ||||||||||||||||||||
Redeemable convertible preferred stock (in Shares) | 48,258 | ||||||||||||||||||||
2021 SAFE [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Remaining balance | 0 | 0 | |||||||||||||||||||
Initial fair value | 6,300,000 | ||||||||||||||||||||
Other expense | $ 1,400,000 | ||||||||||||||||||||
Redeemable convertible preferred stock (in Shares) | 1,005,366 | ||||||||||||||||||||
Immaterial debt issuance costs | 5,000,000 | $ 5,000,000 | |||||||||||||||||||
2021 Promissory Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Shares, issued (in Shares) | 50,000 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||||||||||||||
Short-term promissory note | $ 2,000,000 | $ 500,000 | |||||||||||||||||||
Promissory note carried simple interest rate | 2% | ||||||||||||||||||||
Financing fee | $ 300,000 | ||||||||||||||||||||
Current Insight Promissory Note [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Immaterial debt issuance costs | $ 100,000 | ||||||||||||||||||||
Bears interest rate | 0.14% | ||||||||||||||||||||
2018 Bridge Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Bears interest rate | 8% | ||||||||||||||||||||
Convertible secured notes | $ 3,400,000 | ||||||||||||||||||||
Carrying value | $ 10,700,000 | $ 9,800,000 | $ 10,700,000 | $ 10,700,000 | 9,800,000 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Line of credit interest rate | 3.50% | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.38 | ||||||||||||||||||||
Liquidity ratio amount | 1 | ||||||||||||||||||||
Increased repayment premium, percentage | 110% | ||||||||||||||||||||
Minimum [Member] | 2022 Convertible Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Interest expense | 0.1 | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Line of credit interest rate | 5.25% | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.62 | ||||||||||||||||||||
Liquidity ratio amount | 1.75 | ||||||||||||||||||||
Increased repayment premium, percentage | 120% | ||||||||||||||||||||
Maximum [Member] | 2022 Convertible Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Interest expense | $ 700,000 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Shares, issued (in Shares) | 5,122 | ||||||||||||||||||||
Conversion Amount [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Maturity date | Jun. 30, 2021 | ||||||||||||||||||||
2019-A Convertible Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Weighted-average effective interest rate | 17.60% | 17.60% | 17.60% | ||||||||||||||||||
SAFE [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Estimated fair value | $ 60,500,000 | ||||||||||||||||||||
Converted, shares (in Shares) | 8,171,662 | ||||||||||||||||||||
SCI Term Loan and Revolver Loan [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Maturity date | Oct. 31, 2023 | ||||||||||||||||||||
Revolving loan | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Remaining balance | $ 0 | $ 0 | |||||||||||||||||||
Series D Preferred Stock [Member] | 2022 Convertible Notes [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock (in Shares) | 785,799 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Common stock, issued (in Shares) | 5,229 | ||||||||||||||||||||
Loan and Security Agreement [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Line of credit | $ 7,000,000 | ||||||||||||||||||||
Revolving Loan [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Interest expense recognized | 200,000 | $ 500,000 | |||||||||||||||||||
Interest rate | 7.75% | ||||||||||||||||||||
Fair value | $ 5,000,000 | ||||||||||||||||||||
Principal balance | 5,000,000 | $ 5,000,000 | 5,000,000 | ||||||||||||||||||
Rodgers Massey [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Interest expense recognized | $ 5,000,000 | ||||||||||||||||||||
Polar Settlement Agreement [Member] | |||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||
Payments for Settlement | $ 500,000 | ||||||||||||||||||||
[1] Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of zero during each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero and $1.4 million during the three and nine months ended September 30, 2022, respectively. |
Borrowing Arrangements (Detai_2
Borrowing Arrangements (Details) - Schedule of Convertible Notes - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 |
Convertible notes, net, noncurrent | ||
2022 Convertible Notes | $ 3,434 | |
2022 Convertible Notes due to related parties | 15,510 | |
Total convertible notes | $ 18,944 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Jul. 31, 2023 | Jul. 31, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation [Line Items] | ||||||
Number of common stock percentage | 5% | |||||
Vesting shares | 52,167 | |||||
Vested options of terminated employees | 280,412 | |||||
Stock based compensation expenses (in Dollars) | $ 2,321 | $ 217 | ||||
Two Thousand Twenty Three Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Maximum number of common stock | 8,763,322 | 8,763,322 | ||||
Number of common stock percentage | 4% | |||||
ISOs under the 2023 Plan [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Issuance shares | 26,289,966 | |||||
Board of Directors [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Stock based compensation expenses (in Dollars) | $ 100 | |||||
Service based optio [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Unrecognized stock-based compensation costs (in Dollars) | $ 16,400 | |||||
Recognized weighted average period | 2 years 1 month 17 days | |||||
RSU [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Unrecognized stock-based compensation costs (in Dollars) | $ 200 | |||||
Recognized weighted average period | 4 years 9 months |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Summary of summary of stock option activity - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Oct. 01, 2023 | |
Summary Of Summary Of Stock Option Activity Abstract | ||
Number of shares, outstanding, ending balance | 4,970,419 | 6,925,855 |
Weighted average exercise price per share, outstanding, ending balance | $ 4.86 | $ 4.91 |
Weighted Average Contractual Term (Years), outstanding, ending balance | 6 years 11 months 26 days | 7 years 9 months 18 days |
Aggregate intrinsic value (in thousands), outstanding ending balance | $ 34,180,000 | $ 2,727,000 |
Number of shares, Vested and expected to vest | 6,925,855 | |
Weighted average exercise price per share, Vested and expected to vest | $ 4.91 | |
Weighted Average Contractual Term (Years), Vested and expected to vest | 7 years 9 months 18 days | |
Aggregate intrinsic value (in thousands), Vested and expected to vest | $ 2,727,000 | |
Number of shares, Vested and exercisable | 3,037,856 | |
Weighted average exercise price per share, Vested and exercisable | $ 5.16 | |
Weighted Average Contractual Term (Years), Vested and exercisable | 6 years 4 months 24 days | |
Aggregate intrinsic value (in thousands),Vested and exercisable | $ 2,245,000 | |
Number of shares, Options granted | 2,164,946 | |
Weighted average exercise price per share, Options granted | $ 5.18 | |
Number of shares, Options exercised | (67,292) | |
Weighted average exercise price per share, Options exercised | $ 0.83 | |
Number of shares, Options canceled | (142,218) | |
Weighted average exercise price per share, Options canceled | $ 9.46 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of summary of RSU activity | 9 Months Ended |
Oct. 01, 2023 $ / shares shares | |
Schedule Of Summary Of Rsu Activity Abstract | |
Number of RSUs, Unvested , Beginning balance | shares | |
Weighted average grant date fair value, Unvested , Beginning balance | $ / shares | |
Number of RSUs, Unvested, Ending balance | shares | 87,659 |
Weighted average grant date fair value, Unvested, Ending balance | $ / shares | $ 5.07 |
Number of RSUs, Granted | shares | 728,600 |
Weighted average grant date fair valuem, Granted | $ / shares | $ 5 |
Number of RSUs, Vested and released | shares | (155,473) |
Weighted average grant date fair value, Vested and released | $ / shares | $ 4.84 |
Number of RSUs, Cancelled or forfeited | shares | (485,468) |
Weighted average grant date fair value, Cancelled or forfeited | $ / shares | $ 5.07 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss - Share-Based Payment Arrangement [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Loss from discontinued operations, net of tax | $ 535 | $ 1,835 | ||
Total stock-based compensation expense | 2,114 | 85 | 4,156 | 217 |
Cost of revenues [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense gross | 20 | 1 | 51 | 6 |
Sales and marketing [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense gross | 143 | 37 | 337 | 91 |
General and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense gross | $ 1,416 | $ 47 | $ 1,933 | $ 120 |
Employee Stock Purchase Plan (D
Employee Stock Purchase Plan (Details) | Oct. 01, 2023 USD ($) |
Employee Stock Purchase Plan [Abstract] | |
Percentage of fair market values | 85% |
Reserved for future issuance | $ 2,628,996 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 01, 2023 | May 11, 2023 | Mar. 16, 2023 | Jul. 22, 2021 | Aug. 24, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Variable lease cost | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 | ||||||||
Lease expense | 300,000 | 200,000 | 1,000,000 | 500,000 | ||||||||
Operating leases payments | 300,000 | 100,000 | 800,000 | 400,000 | ||||||||
Exchange for operating lease liabilities | 245,000 | |||||||||||
Accrued expenses and other current liabilities | $ 14,571,000 | 14,571,000 | 14,571,000 | $ 14,474,000 | ||||||||
Payments for settlement | $ 800,000 | |||||||||||
Payments for settlement | 100,000 | 100,000 | ||||||||||
Demanded approximately | $ 26,400,000 | |||||||||||
Suffered damages | $ 220 | |||||||||||
Legal fees | $ 6,900,000 | |||||||||||
Litigation in accrued expenses | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||
Breach of contract | $ 6,000,000 | |||||||||||
Advisory fee | 6,000,000 | |||||||||||
Letters of credit | 3,500,000 | 3,500,000 | 3,500,000 | |||||||||
Restricted cash | $ 3,758,000 | $ 3,758,000 | $ 3,758,000 | 3,907,000 | ||||||||
Minimum [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Leases term | 3 months 18 days | 3 months 18 days | 3 months 18 days | |||||||||
Maximum [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Leases term | 3 years 1 month 6 days | 3 years 1 month 6 days | 3 years 1 month 6 days | |||||||||
Commitments [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Exchange for operating lease liabilities | $ 0 | $ 0 | $ 0 | $ 200,000 | ||||||||
Letters of Credit [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Restricted cash | $ 3,800,000 | 3,800,000 | 3,800,000 | 3,900,000 | ||||||||
Legal Matters [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Accrued expenses and other current liabilities | $ 3,000,000 | $ 3,000,000 | 3,000,000 | $ 1,900,000 | ||||||||
SolarPark Korea Co., LTD [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Demanded approximately | $ 80,000,000 | |||||||||||
China Bridge [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Advisory fee | $ 6,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Weighted Average Remaining Lease Term and the Discount Rate | Oct. 01, 2023 |
Schedule Of Weighted Average Remaining Lease Term And The Discount Rate Abstract | |
Remaining average remaining lease term | 2 years 7 months 9 days |
Weighted average discount rate | 15.20% |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments under Non-Cancelable $ in Thousands | Oct. 01, 2023 USD ($) |
Schedule Of Future Minimum Lease Payments Under Non Cancelable Abstract | |
2023 (excluding the thirty-nine weeks ended October 1, 2023) | $ 263 |
2024 | 743 |
2025 | 592 |
2026 | 477 |
2027 and thereafter | |
Total undiscounted liabilities | 2,075 |
Less: imputed interest | (565) |
Present value of operating lease liabilities | $ 1,510 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Activity Period Relating to the Company's Warranty Provision - Warrant [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) - Schedule of Activity Period Relating to the Company's Warranty Provision [Line Items] | ||
Warranty provision, beginning of period | $ 3,981 | $ 2,281 |
Warranty provision, end of period | 4,021 | 3,981 |
Warranty provision, current | 605 | 767 |
Warranty provision, noncurrent | 3,416 | 3,214 |
Warranty liability from Business Combination | 1,943 | |
Accruals for new warranties issued | 2,100 | 1,492 |
Settlements | $ (2,060) | $ (1,735) |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | |
Basic and Diluted Net Loss Per Share [Abstract] | ||||
Dividends paid |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net loss from continuing operations | $ (50,973) | $ (4,146) | $ (73,448) | $ (10,809) |
Net Loss from discontinued operations | (155,909) | (168,458) | ||
Net Loss | $ (206,882) | $ (4,146) | $ (241,906) | $ (10,809) |
Denominator: | ||||
Weighted average common shares outstanding, basic and diluted | 39,821,078 | 13,431,410 | 16,969,979 | 13,053,367 |
Net loss per share: | ||||
Continuing operations - basic | $ (1.28) | $ (0.31) | $ (4.33) | $ (0.83) |
Discontinued operations - basic | (3.92) | (9.92) | ||
Net loss per share - basic | $ (5.2) | $ (0.31) | $ (14.25) | $ (0.83) |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | |
Schedule Of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders Abstract | ||||
Diluted weighted average shares outstanding (in Shares) | 39,830,763 | 13,431,410 | 16,973,195 | 13,053,367 |
Continuing operations diluted | $ (1.28) | $ (0.31) | $ (4.33) | $ (0.83) |
Discontinued operations diluted | (3.91) | (9.92) | ||
Net loss per share diluted | $ (5.19) | $ (0.31) | $ (14.25) | $ (0.83) |
Basic and Diluted Net Loss Pe_6
Basic and Diluted Net Loss Per Share (Details) - Schedule of Potential Common Shares Excluded from Diluted Net Loss Per Share - shares | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Schedule Of Potential Common Shares Excluded From Diluted Net Loss Per Share Abstract | ||
Common stock warrants | 23,626,132 | 2,000,878 |
Preferred stock warrants | 488,024 | |
Stock options and RSUs issued and outstanding | 7,013,514 | 2,430,949 |
Potential common shares excluded from diluted net loss per share | 30,639,646 | 4,919,851 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 01, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Jun. 01, 2023 | Oct. 01, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Related Party Transaction [Line Items] | ||||||||||||||
Related party issued | $ 12,100,000 | $ 3,600,000 | $ 3,300,000 | |||||||||||
Gain on the extinguishment | $ 1,400,000 | [1] | $ 3,235,000 | [1] | ||||||||||
Convertible accrues percentage | 5% | |||||||||||||
Interest expense related party | $ 30,700,000 | |||||||||||||
Prefund | $ 3,500,000 | |||||||||||||
Investment converted to equity | $ 3,500,000 | 3,500,000 | 3,500,000 | |||||||||||
Addition amount | $ 3,500,000 | |||||||||||||
Proceeds from related parties | 12,100,000 | 12,100,000 | ||||||||||||
Other income (expense) | 12,700,000 | |||||||||||||
Expense | $ 0 | $ 0 | $ 0 | 0 | ||||||||||
Issuance of shares (in Shares) | 5,670,000 | 5,670,000 | 5,670,000 | |||||||||||
Purchases from related party | $ 300,000 | |||||||||||||
Due to related parties | $ 5,900,000 | |||||||||||||
Agreed related party | $ 500,000 | |||||||||||||
Outstanding remains | 500,000 | $ 100,000 | ||||||||||||
Purchase Agreements [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expense | 30,700,000 | 30,700,000 | ||||||||||||
Settlement Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Agreed related party | $ 500,000 | |||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Other income (expense) | 700,000 | $ 700,000 | ||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issued shares (in Shares) | 120,000 | |||||||||||||
Solaria Acquisition [Member] | Convertible Promissory Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fair value acquisition | $ 6,700,000 | |||||||||||||
2020-A Convertible Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party issued | $ 3,800,000 | |||||||||||||
Accrued interest percentage | 2% | |||||||||||||
2021-A Convertible Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party issued | $ 4,800,000 | |||||||||||||
Accrued interest percentage | 2% | |||||||||||||
2022 Convertible Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party issued | $ 33,300,000 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest expense related party | 5,900,000 | $ 5,900,000 | ||||||||||||
Due to related parties | $ 5,600,000 | 5,600,000 | 5,600,000 | |||||||||||
Related Party [Member] | Convertible Promissory Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest expense related party | $ 100,000 | $ 400,000 | ||||||||||||
[1] Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of zero during each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero and $1.4 million during the three and nine months ended September 30, 2022, respectively. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Millions | Oct. 31, 2023 USD ($) shares |
Subsequent Event [Line Items] | |
Aggregate amount of purchase price | $ | $ 11 |
Conversion shares | shares | 1,376,414 |
Purchase of common stock | shares | 656,630 |
Aggregate ordinary shares | shares | 1,100,000 |
Impairment charges | $ | $ 1.7 |
Solaria Common Stock [Member] | |
Subsequent Event [Line Items] | |
Aggregate amount of purchase price | $ | $ 5 |