Complete Solaria (CSLR) 10-Q 14 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 13, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	COMPLETE SOLARIA, INC.
Entity Central Index Key	0001838987
Entity File Number	001-40117
Entity Tax Identification Number	93-2279786
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, Date of Incorporation	Feb. 22, 2010
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	(510)
Local Phone Number	270-2507
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		63,613,798
Common stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CSLR
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one common stock
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one common stock
Trading Symbol	CSLRW
Security Exchange Name	NASDAQ

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,839	$ 2,593
Accounts receivable, net	13,003	26,281
Inventories	2,033	3,058
Prepaid expenses and other current assets	7,140	5,817
Total current assets	24,015	37,749
Restricted cash	3,838	3,823
Property and equipment, net	4,456	4,317
Operating lease right-of-use assets	885	1,235
Other noncurrent assets	198	198
Total assets	33,392	47,322
Current liabilities:
Accounts payable	10,995	13,122
Accrued expenses and other current liabilities	25,832	27,870
Notes payable, net	30,377	28,657
Deferred revenue, current	1,248	2,423
Short-term debt with CS Solis	37,152	33,280
SAFE Agreement	1,000
Forward purchase agreement liabilities	6,653	3,831
Total current liabilities	113,257	109,183
Warranty provision, noncurrent	3,416	3,416
Warrant liability	7,192	9,817
Deferred revenue, noncurrent	1,055	1,055
Operating lease liabilities, net of current portion	445	664
Total liabilities	125,365	124,135
Commitments and contingencies (Note 17)
Stockholders’ (deficit) equity:
Common stock, $0.0001 par value; Authorized 1,000,000,000 and 1,000,000,000 shares as of June 30, 2024 and December 31, 2023, respectively; issued and outstanding 63,044,287, and 49,065,361 shares as of June 30, 2024 and December 31, 2023, respectively	13	7
Additional paid-in capital	288,259	277,965
Accumulated other comprehensive loss	165	143
Accumulated deficit	(380,410)	(354,928)
Total stockholders’ (deficit) equity	(91,973)	(76,813)
Total liabilities and stockholders’ equity	$ 33,392	$ 47,322

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stocks, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	63,044,287	49,065,361
Common stock, shares outstanding	63,044,287	49,065,361

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Income Statement [Abstract]
Revenues	$ 4,492	$ 25,620	$ 14,532	$ 42,297
Cost of revenues	5,384	19,607	13,141	33,434
Gross (loss) profit	(892)	6,013	1,391	8,863
Operating expenses:
Sales commissions	1,305	8,789	4,421	14,466
Sales and marketing	1,051	2,319	2,669	3,002
General and administrative	6,246	7,707	11,339	16,620
Total operating expenses	8,602	18,815	18,429	34,088
Loss from continuing operations	(9,494)	(12,802)	(17,038)	(25,225)
Interest expense	(2,324)	(3,357)	(5,892)	(6,968)
Interest income	10	9	16	17
Other income, net	(2,069)	9,384	(550)	9,701
Total other (expense) income	(4,383)	6,036	(6,426)	2,750
Loss from continuing operations before income taxes	(13,877)	(6,766)	(23,464)	(22,475)
Income tax (provision)	(10)		(11)
Net loss from continuing operations	(13,887)	(6,766)	(23,475)	(22,475)
Loss from discontinued operations, net of tax	(2,007)	(4,744)	(2,007)	(12,549)
Net loss from discontinued operations, net of taxes	(2,007)	(4,744)	(2,007)	(12,549)
Net loss	(15,894)	(11,510)	(25,482)	(35,024)
Other Comprehensive (loss) income:
Foreign currency translation adjustment	67	13	(22)	14
Comprehensive loss (net of tax)	$ (15,827)	$ (11,497)	$ (25,504)	$ (35,010)
Net loss from continuing operations per share attributable to common stockholders, basic (in Dollars per share)	$ (0.23)	$ (0.24)	$ (0.43)	$ (0.81)
Net loss from discontinued operations per share attributable to common stockholders, basic (in Dollars per share)	(0.03)	(0.17)	(0.03)	(0.46)
Net loss per share attributable to common stockholders, basic (in Dollars per share)	$ (0.26)	$ (0.41)	$ (0.46)	$ (1.27)
Weighted-average shares used to compute net loss per share attributable to common stockholders’, basic (in Shares)	61,111,005	27,671,302	54,941,543	27,638,062

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Income Statement [Abstract]
Net loss from continuing operations per share attributable to common stockholders, diluted	$ (0.23)	$ (0.24)	$ (0.43)	$ (0.81)
Net loss from discontinued operations per share attributable to common stockholders, diluted	(0.03)	(0.17)	(0.03)	(0.46)
Net loss per share attributable to common stockholders, diluted	$ (0.26)	$ (0.41)	$ (0.46)	$ (1.27)
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in Shares)	61,111,005	27,671,302	54,941,543	27,638,062

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Stockholders’ Deficit - USD ($) $ in Thousands	Preferred Stock Redeemable Convertible Previously Reported	Preferred Stock Redeemable Convertible	Common Stock Previously Reported	Common Stock	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital	Accumulated Deficit Previously Reported	Accumulated Deficit	Accumulated Other Comprehensive Income Previously Reported	Accumulated Other Comprehensive Income	Previously Reported	Total
Balance	$ 155,630			$ 3	$ 34,997	$ 190,624	$ (85,373)	$ (85,373)	$ 27	$ 27	$ (50,349)	$ 105,281
Balance at Dec. 31, 2022	$ 155,630			$ 3	34,997	190,624	(85,373)	(85,373)	27	27	(50,349)	105,281
Balance (in Shares) at Dec. 31, 2022	34,311,133		6,959,618	19,932,429
Exercise of common stock options						57						57
Exercise of common stock options (in Shares)				67,291
Stock-based compensation						2,042						2,042
Net loss								(35,024)				(35,024)
Foreign currency translation adjustment										14		14
Balance (in Shares) at Jul. 02, 2023				19,999,720
Retroactive application of recapitalization	$ (155,630)		$ 3		155,627						155,630
Retroactive application of recapitalization (in Shares)	(34,311,133)		12,972,811
Balance	$ 155,630			$ 3	36,074	191,701	(108,887)	(108,887)	28	28	(72,785)	82,845
Balance at Apr. 02, 2023	$ 155,630			$ 3	36,074	191,701	(108,887)	(108,887)	28	28	(72,785)	82,845
Balance (in Shares) at Apr. 02, 2023	34,311,133		7,097,070	19,998,813
Exercise of common stock options						2						2
Exercise of common stock options (in Shares)				907
Stock-based compensation						1,020						1,020
Net loss								(11,510)				(11,510)
Foreign currency translation adjustment										13		13
Balance (in Shares) at Jul. 02, 2023				19,999,720
Retroactive application of recapitalization	$ (155,630)		$ 3		$ 155,627						$ 155,630
Retroactive application of recapitalization (in Shares)	(34,311,133)		12,901,743
Balance				$ 3		192,723		(120,397)		41		72,370
Balance				7		277,965		(354,928)		143		(76,813)
Balance at Dec. 31, 2023				$ 7		277,965		(354,928)		143		(76,813)
Balance (in Shares) at Dec. 31, 2023				49,065,361
Exercise of common stock options						60						60
Exercise of common stock options (in Shares)				90,037
Stock-based compensation						2,570						2,570
Issuance of common stock warrants for services						1,420						1,420
Issuance of common stock upon conversion of SAFEs				$ 6		6,244						6,250
Issuance of common stock upon conversion of SAFEs (in Shares)				13,888,889
Net loss								(25,482)				(25,482)
Foreign currency translation adjustment										22		22
Balance (in Shares) at Jun. 30, 2024				63,044,287
Balance				$ 7		279,332		(364,516)		98		(85,079)
Balance at Mar. 31, 2024				$ 7		279,332		(364,516)		98		(85,079)
Balance (in Shares) at Mar. 31, 2024				49,096,537
Exercise of common stock options						34						34
Exercise of common stock options (in Shares)				58,861
Stock-based compensation						1,229						1,229
Issuance of common stock warrants for services						1,420						1,420
Issuance of common stock upon conversion of SAFEs				$ 6		6,244						6,250
Issuance of common stock upon conversion of SAFEs (in Shares)				13,888,889
Net loss								(15,894)				(15,894)
Foreign currency translation adjustment										67		67
Balance (in Shares) at Jun. 30, 2024				63,044,287
Balance				$ 13		$ 288,259		$ (380,410)		$ 165		$ (91,973)

Unaudited Condensed Consolida_6

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2024	Jul. 02, 2023
Cash flows from operating activities from continuing operations
Net loss		$ (25,482)	$ (35,024)
Loss from discontinued operations, net of income taxes		(2,007)	(12,549)
Net loss from continuing operations		(23,475)	(22,475)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Stock-based compensation expense		2,570	742
Non-cash interest expense		2,020	3,669
Non-cash lease expense		349	484
Loss on conversion of SAFE Agreements to shares of common stock	[1]	1,250
Non-cash expense in connection with warrants issued for vendor services		1,639
Depreciation and amortization		686	403
Provision for credit losses		900	4,698
Change in reserve for excess and obsolete inventory		(1,228)	1,366
Change in fair value of forward purchase agreement liabilities		2,822
Change in fair value of warrant liabilities		(2,625)	(9,416)
Accretion of debt in CS Solis		3,872	1,508
Changes in operating assets and liabilities:
Accounts receivable		12,378	(8,033)
Inventories		2,311	(1,856)
Prepaid expenses and other current assets		(1,422)	(2,687)
Other noncurrent assets			(4,030)
Accounts payable		(2,125)	4,785
Accrued expenses and other current liabilities		(6,051)	3,368
Operating lease liabilities		(332)	(240)
Warranty provision, noncurrent			20
Deferred revenue		(1,176)	(89)
Net cash used in operating activities from continuing operations		(7,637)	(27,783)
Net cash provided by operating activities from discontinued operations			963
Net cash used in operating activities		(7,637)	(26,820)
Cash flows from investing activities from continuing operations
Purchase of property and equipment			(30)
Capitalization of internal-use software costs		(883)	(975)
Proceeds from sale of property and equipment			1
Net cash used in investing activities from continuing operations		(883)	(1,004)
Cash flows from financing activities from continuing operations
Proceeds from issuance of notes payable, net			14,102
Principal repayment of notes payable		(300)	(9,603)
Proceeds from issuance of convertible notes, net of issuance cost			21,250
Proceeds from exercise of common stock options		60	57
Investor financing deposit – related party		2,000
Proceeds from issuance of SAFE agreements		6,000
Net cash provided by financing activities from continuing operations		7,760	25,806
Effect of exchange rate changes		21	14
Net decrease in cash, cash equivalents and restricted cash		(739)	(2,004)
Cash, cash equivalents, and restricted cash at beginning of period		6,416	8,316
Cash, cash equivalents, and restricted cash at end of period		5,677	6,312
Supplemental disclosures of cash flow information:
Cash paid during the period for interest			1,789
Cash paid for income taxes		10
Supplemental disclosure of noncash financing and investing activities:
Conversion of SAFE Agreements to shares of common stock		$ 5,000
[1]The SAFE Agreements were entered into with a related party, and the loss on the conversion of the SAFE Agreements to shares of the Company’s common stock is a related party transaction. Refer to Note 14 – SAFE Agreements and Note 19 – Related Party Transactions for further information.

Organization

Organization	6 Months Ended
	Jun. 30, 2024
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. were transferred to Complete Solar Holdings at their carrying value, and there were no changes to net loss, other comprehensive 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 effected 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 the 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 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 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. Refer to Note 1(b) – Divestiture and Note 7 – Divestiture. (b) Divestiture 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. As of December 31, 2023, the Company sold all its Maxeon shares and recorded a loss of $4.2 million in its unaudited condensed consolidated statements of operations and comprehensive loss within loss from continuing operations. This divestiture represented a strategic shift in Complete Solaria’s business and qualified as held for sale and as a discontinued operation. Based on the held for sale classification of the assets, the Company reduced the carrying value of the disposal group to its fair value, less its 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 loss for all periods presented. The cash flows related to discontinued operations were segregated from continuing operations within 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 7 – Divestiture for additional information. (c) Liquidity and Going Concern Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company incurred net losses from continuing operations of $13.9 million and $6.8 million, during the thirteen-weeks ended June 30, 2024 and July 2, 2023, respectively, net losses from continuing operations of $23.5 million and $22.5 million, during the twenty-six weeks ended June 30, 2024 and July 2, 2023, respectively, and had an accumulated deficit of $380.4 million and current debt of $67.5 million as of June 30, 2024. The Company had cash and cash equivalents of $1.8 million as of June 30, 2024. The Company believes that its operating losses and negative operating cash flows will continue into the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to obtain additional funding and restructure its current debt, as summarized below under Note 20 – Subsequent Events. Historically, the Company’s activities have been financed through private placements of equity securities, debt and proceeds from the Merger. 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 these unaudited condensed consolidated financial statements have been 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. (d) Notices of Delisting from NASDAQ On April 16, 2024, the Company received written notice (“NASDAQ Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The NASDAQ Notice does not impact the listing of the Company’s common stock on The Nasdaq Global Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days before October 14, 2024. The Company satisfied this requirement during the thirteen week period ended June 30, 2024. On June 3, 2024, the Company received written notice from the Nasdaq notifying the Company that it had regained compliance with the minimum bid price requirement. Also on April 16, 2024, the Company received a letter (“NASDAQ Letter”) from the staff at Nasdaq notifying the Company that, for the 30 consecutive trading days prior to the date of the NASDAQ Letter, the Company’s common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on The Nasdaq Global Market. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 14, 2024, to regain compliance. The NASDAQ Letter notes that to regain compliance, the Company’s common stock must trade at or above a level such that the Company’s MVLS closes at or above $50,000,000 for a minimum of ten consecutive business days during the compliance period, which ends October 14, 2024. The NASDAQ Letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by October 14, 2024, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The Company is actively monitoring the Company’s MVLS and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	(2) Summary of Significant Accounting Policies (a) Basis of Presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the Unites States of America (“GAAP” or “U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (b) 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 the forward purchase agreements; and ● The reserve methodology for inventory obsolescence; ● The reserve methodology for product warranty; ● The reserve methodology for the allowance for credit losses; ● The measurement of stock-based compensation. 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. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. The Company has assessed the impact and management is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained. (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) Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits from time to time. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company’s customers consist primarily of residential homeowners. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. Many residential customers finance the transaction through third-party financing entities from whom the Company collects the receivable. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for credit losses. As of June 30, 2024, two entities had an outstanding balance that represented 18% and 16 Concentration of customers No customers represented more than 10% of gross revenues from continuing operations for the thirteen and twenty-six weeks ended June 30, 2024 and July 2, 2023. Concentration of suppliers For the thirteen-weeks ended June 30, 2024, three suppliers represented 53%, 17% and 14%, of the Company’s inventory purchases. For the twenty-six weeks ended June 30, 2024, one supplier represented 83% of the Company’s inventory purchases. For the thirteen-weeks and twenty-six weeks ended July 2, 2023, one supplier represented 91% and 87% of the Company’s inventory purchases, respectively. (e) Cash and Cash Equivalents The Company considers all highly liquid securities that mature within three months or less from the original date of purchase to be cash equivalents. The Company maintains the majority of its cash balances with commercial banks in interest bearing accounts. Cash and cash equivalents include cash held in checking and savings accounts and money market accounts consisting of highly liquid securities with original maturity dates of three months or less from the original date of purchase. (f) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. The restricted cash balance was $3.8 million, at each of June 30, 2024 and December 31, 2023. 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 its 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): June 30, December 31, Cash and cash equivalents $ 1,839 $ 2,593 Restricted cash 3,838 3,823 Total cash, cash equivalents and restricted cash $ 5,677 $ 6,416 (g) 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 Ended Twenty-Six Weeks Ended June 30, July 2 June 30, July 2, 2024 2023 2024 2023 Solar energy system installations $ 4,474 $ 24,753 $ 14,396 $ 40,596 Software enhanced services 18 867 136 1,701 Total revenue $ 4,492 $ 25,620 $ 14,532 $ 42,297 All of the Company’s revenue recognized by geography based on the location of the customer for the thirteen week and twenty-six week periods ended June 30, 2024 and July 2, 2023 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. As of June 30, 2024, the Company has deferred $1.1 million associated with a long-term service contract. As of December 31, 2023, the Company has deferred $1.2 million associated with a long-term service contract, which will be recognized evenly through 2028. 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 loss. As of June 30, 2024 and December 31, 2023, deferred commissions were $6.2 million and $4.2 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 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 Company’s deferred revenue is reflected in current liabilities in the accompanying unaudited condensed consolidated balance sheets. The amount of revenue recognized during the twenty-six week period ended June 30, 2024 that was included in deferred revenue at the beginning of the period was $1.9 million. The amount of revenue recognized during the twenty-six week period ended July 2, 2023 that was included in deferred revenue at the beginning of the period was $2.8 million. (h) 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 June 30, 2024 and December 31, 2023 include the warrant liabilities, SAFE Agreements 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). Certain warrant liabilities, SAFE agreements, 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 loss as a component of other (expense) income, net. (i) 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 June 30, 2024 and December 31, 2023, the Company had no deferred offering costs included within prepaid expenses and other current assets in its unaudited condensed consolidated balance sheets. (j) 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, under which the warrants that do not meet the criteria for equity classification and must be recorded as liabilities. The warrant liabilities are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in other (expense) income, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 12 – Warrants. (k) Forward Purchase Agreements The Company accounts for its FPAs in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity, as the agreements embody an obligation to transfer assets to settle a forward contract. The FPA liabilities are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in other (expense) income, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 5 – Forward Purchase Agreements. (l) Net Loss Per Share The Company computes net loss per share following ASC 260, Earnings Per Share. Basic net loss per share is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted net loss per share presents the dilutive effect on a per-share basis from the potential exercise of options, SAFE agreements and/or warrants. The potentially dilutive effect of options, SAFE agreements or warrants are computed using the if-converted method. Securities that potentially have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the diluted loss per share calculation. (m) Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company is currently evaluating ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU 2023-09 is effective for public companies starting in annual periods beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements [Abstract]
Fair Value Measurements	(3) Fair Value Measurements The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis (in thousands): As of June 30, 2024 Level 1 Level 2 Level 3 Total Financial Liabilities Carlyle warrants $ — $ — $ 6,646 $ 6,646 Public warrants 302 — — 302 Private placement warrants — 219 — 219 Working capital warrants — 25 — 25 Forward purchase agreement liabilities — — 6,653 6,653 SAFE Agreements — — 1,000 1,000 Total $ 302 $ 244 $ 14,299 $ 14,845 As of December 31, 2023 Level 1 Level 2 Level 3 Total Financial Liabilities Carlyle warrants $ — $ — $ 9,515 $ 9,515 Public warrants 167 — — 167 Private placement warrants — 122 — 122 Working capital warrants — 14 — 14 Replacement warrants – – 1,310 1,310 Forward purchase agreement liabilities — — 3,831 3,831 Total $ 167 $ 136 $ 14,656 $ 14,959 Carlyle Warrants As part of the Company’s amended and restated warrant agreement with CRSEF Solis Holdings, LLC and its affiliates (“Carlyle”), the Company issued Carlyle a warrant to purchase shares of Complete Solaria Common Stock at a price per share of $0.01. Refer to Note 12 – Warrants for further details. The Company valued the warrants based on a Black-Scholes Option Pricing Method, which included the following inputs: June 30, December 31, Expected term 6.05 years 7.0 years Expected volatility 60.8 % 77.0 % Risk-free interest rate 4.33 % 3.92 % Expected dividend yield 0.0 % 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: June 30, December 31, VWAP stock price $ 1.15 $ 1.66 Simulation period 1.05 years 1.55 years Risk-free interest rate 5.07 % 4.48 % Volatility 107.0 % 95.0 % SAFE Agreement The Company concluded that the carrying value of the Third SAFE Agreement approximates the fair value based upon its conversion features and management’s expectation that the Third SAFE Agreement will convert to shares of the Company’s common stock during 2024. Replacement Warrants There were no replacement warrants as of June 30, 2024. The Company valued the Replacement Warrants as of December 31, 2023, based on a Black-Scholes Option Pricing Method, which included the following inputs: December 31, Expected term 0.3 years Expected volatility 78.5 % Risk-free interest rate 5.4 % Expected dividend yield 0.0 %

Reverse Recapitalization

Reverse Recapitalization	6 Months Ended
	Jun. 30, 2024
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 was determined to be the accounting acquirer based on an 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 are 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 unaudited condensed 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 less non-cash net liabilities assumed from FACT of $10.1 million. 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 December 31, 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	6 Months Ended
	Jun. 30, 2024
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 the Counterparty at the 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 (expense) income, net associated with the issuance of 6,720,000 shares of Complete Solaria Common Stock in association with the FPAs. 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 (expense) income, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Subsequently, the change of fair value of the forward purchase liabilities amounted to income of $2.8 million for the thirteen weeks ended June 30, 2024, and expense of $2.8 million for the twenty-six weeks ended June 30, 2024, respectively. As of June 30, 2024, and December 31, 2023, the forward purchase liabilities amounted to $6.7 million and $3.8 million, respectively. Of the balances as of June 30, 2024 and December 31, 2023, $5.6 million and $3.2 million, respectively, are due to related parties Refer to Note 19 – Related Party Transactions for further details. On December 18, 2023, the Company and the FPA Sellers entered into separate amendments to the FPAs (the “Amendments”). The Amendments lower the reset floor price of each FPA from $5.00 to $3.00 and allow the Company to raise up to $10.0 million of equity from existing stockholders without triggering certain anti-dilution provisions contained in the FPAs; provided, the insiders pay a price per share for their initial investment equal to the closing price per share as quoted on the Nasdaq on the day of purchase; provided, further, that any subsequent investments are made at a price per share equal to the greater of (a) the closing price per share as quoted by Nasdaq on the day of the purchase or (b) the amount paid in connection with the initial investment. On May 7 and 8, 2024, respectively, the Company entered into separate amendments to the FPAs (collectively the “Second Amendments”) with Sandia (the “Sandia Second Amendment”) and Polar (the “Polar Second Amendment”). The Second Amendments lowered the reset price of each FPA from $3.00 to $1.00 per share and amended the VWAP Trigger Event provision to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $1.00 per Share”. The Sandia Second Amendment is not effective until the Company executes similar amendments with both Polar and Meteora. On June 14, 2024, the Company entered into an amendment to the FPA with Sandia (the “Sandia Third Amendment”). The Sandia Third Amendment set the reset price of each FPA to $1.00 per share and amended the VWAP Trigger Event provision to read as “After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $1.00 per Share.” Execution of the Sandia Third Amendment was conditioned on both Carlyle and Kline Hill consummating the terms of the Debt-Equity Swap as discussed in Note 20 – Subsequent Events. In the event either Polar or Meteora amend their FPAs to include different terms from the $1.00 per share reset price and VWAP trigger adjustment, or file a notice of a VWAP trigger event, the Sandia FPA will be retroactively amended to reflect those improved terms and liquidity on their entire FPA, including any of the 1,050,000 shares that are sold upon execution of Sandia Third Amendment.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	6 Months Ended
	Jun. 30, 2024
Prepaid Expenses and Other Current Assets [Abstract]
Prepaid Expenses and Other Current Assets	(6) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): As of June 30, December 31, Deferred commissions $ 6,202 $ 4,185 Inventory deposits — 616 Other 938 1,016 Total prepaid expenses and other current assets $ 7,140 $ 5,817

Divestiture

Divestiture	6 Months Ended
	Jun. 30, 2024
Divestiture [Abstract]
Divestiture	(7) 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. Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria. The Company determined that this divestiture represented a strategic shift in the Company’s business and qualified as a discontinued operation. In October 2023, the Company completed the sale of its solar panel business to Maxeon, pursuant to the terms of the Asset Purchase Agreement Disposal Agreement. The Company recorded a loss from discontinued operations of $2.0 million for the thirteen and twenty-six weeks ended June 30, 2024, arising from attorney fees incurred in connection with litigation attributable to the solar panel business. The components reflected in the unaudited condensed consolidated statements of operations and comprehensive loss in 2023 related to discontinued operations are presented in the table, as follows (in thousands): Thirteen Twenty-Six- July 2, July 2, Revenues $ 6,553 $ 25,274 Cost of revenues 7,028 26,507 Gross loss (475 ) (1,233 ) Operating expenses: Sales and marketing 1,564 4,430 General and administrative 2,706 6,891 Total operating expenses 4,270 11,321 Loss from discontinued operations (4,745 ) (12,554 ) Other (expense) income, net 1 1 Loss from discontinued operations before income taxes (4,744 ) (12,553 ) Income tax benefit — 4 Net loss from discontinued operations $ (4,744 ) $ (12,549 )

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Jun. 30, 2024
Property and Equipment, Net [Abstract]
Property and Equipment, Net	(8) Property and Equipment, Net Property and equipment, net consists of the following (in thousands, except year data): Estimated As of Useful Lives June 30, December 31, Developed software 5 $ 7,876 $ 6,993 Manufacturing equipment 3 73 131 Furniture and equipment 3 96 96 Leasehold improvements 5 708 708 Total property and equipment 8,753 7,928 Less: accumulated depreciation and amortization (4,297 ) (3,611 ) Total property and equipment, net $ 4,456 $ 4,317 Depreciation and amortization expense from continuing operations totaled $0.3 million and $0.2 million for the thirteen weeks ended June 30, 2024 and July 2, 2023, respectively. Depreciation and amortization expense from continuing operations totaled $0.7 million and $0.4 million for the twenty-six weeks ended June, 2024 and July 2, 2023, respectively. The Company capitalizes costs to develop its internal-use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be utilized as intended. These costs include personnel and related employee benefits and expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining software. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to provide additional material functionality are capitalized and amortized over the estimated useful life of the related upgrade.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2024
Accrued Expenses and Other Current Liabilities [Abstract]
Accrued Expenses and Other Current Liabilities	(9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of June 30, December 31, Accrued compensation and benefits $ 4,071 $ 3,969 Customer deposits 243 544 Uninvoiced contract costs — 671 Accrued term loan and revolving loan amendment and final payment fees 2,400 2,400 Accrued legal settlements 7,700 7,700 Accrued taxes 931 931 Accrued rebates and credits 28 677 Operating lease liabilities, current 475 607 Accrued warranty, current 1,425 1,433 Other accrued liabilities 8,559 8,938 Total accrued expenses and other current liabilities $ 25,832 $ 27,870

Other Income, Net

Other Income, Net	6 Months Ended
	Jun. 30, 2024
Other Income, Net [Abstract]
Other Income, Net	(10) Other Income, Net Other income, net consists of the following (in thousands): Thirteen-Weeks Ended Twenty-Six Weeks Ended June 30, July 2, June 30, July 2, Change in fair value of redeemable convertible preferred stock warrant liability $ 5 $ 9,207 $ 1,310 $ 9,416 Change in fair value of Carlyle warrants (3,560 ) — 2,869 — Change in fair value of FACT public, private placement and working capital warrants 246 — (243 ) — Change in fair value of forward purchase agreement liabilities (1) 2,756 — (2,822 ) — Loss on conversion of SAFE Agreements to common stock (2) (1,250 ) — (1,250 ) — Other, net (266 ) 177 (414 ) 285 Total other income, net $ (2,069 ) $ 9,384 $ (550 ) $ 9,701 (1) The Company entered into forward purchase agreements with related parties in July 2023. The change in the fair value of forward purchase agreement liabilities entered into with related parties includes $2.3 million and zero of income for the thirteen weeks ended June 30, 2024 and July 2, 2023, respectively, and $2.4 million and zero of expense for the twenty-six weeks ended June 30, 2024 and July 2, 2023, respectively. (2) The SAFE Agreements were entered into with a related party, and the loss on the conversion of the SAFE Agreements to shares of the Company’s common stock is a related party transaction. Refer to Note 14 – SAFE Agreements and Note 19 – Related Party Transactions for further information.

Common Stock

Common Stock	6 Months Ended
	Jun. 30, 2024
Common Stock [Abstract]
Common Stock	(11) 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 June 30, 2024. No none Common Stock Purchase Agreements On December 18, 2023, the Company entered into separate common stock purchase agreements (the “Purchase Agreements”) with the Rodgers Massey Freedom and Free Markets Charitable Trust and the Rodgers Massey Revocable Living Trust (each a “Purchaser”, and together, the “Purchasers”). Pursuant to the terms of the Purchase Agreements, each Purchaser purchased 1,838,235 shares of common stock of the Company, par value $0.0001, (the “Shares”), at a price per share of $1.36, representing an aggregate purchase price of $4,999,999.20. The Purchasers paid for the Shares in cash. Thurman J. Rodgers is a trustee of each Purchaser, Executive Chairman of the Company’s board of directors and Chief Executive Officer of the Company (“Rodgers” or “CEO”). The Company has reserved shares of common stock for issuance related to the following: As of Common stock warrants 33,637,266 Employee stock purchase plan 2,628,996 Stock options and RSUs, issued and outstanding 14,498,758 Stock options and RSUs, authorized for future issuance 729,211 Total shares reserved 51,494,231

Warrants

Warrants	6 Months Ended
	Jun. 30, 2024
Warrants [Abstract]
Warrants	(12) Warrants Liability-classified warrants (in thousands) As of June 30, December 31, 2024 2023 Carlyle warrants $ 6,646 $ 9,515 Replacement warrants — 1,310 Public warrants 302 167 Private placements warrants 219 122 Working capital warrants 25 13 $ 7,192 $ 11,127 Carlyle Warrants In February 2022, as part of a debt financing from Carlyle (Refer to Note 13 – Borrowings), the Company issued a warrant to purchase 2,886,952 shares of common stock in conjunction with long-term debt issued to Carlyle (“CS Solis Debt”). 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, expired on December 31, 2022 prior to becoming exercisable. In December 2023, Carlyle was issued an additional warrant to purchase an additional 2,190,604 shares of the Company’s common stock related to an anti-dilution provision within the CS Solis Debt that provides for such additional warrants under such circumstances as provided within the CS Solis Debt. 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 December 31, 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, Compensation – Stock Compensation no Series D-7 Warrants (Converted to common stock warrants “Replacement 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 were 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 had an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock was 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 had an expiration date of April 2024. The fair value of the Series D-7 warrants was $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. In October 2023, the Company entered into an Assignment and Acceptance Agreement (“Assignment Agreement”), (Refer to Note 13 – Borrowings). 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 their fair value on the amendment effective date, and the Company recorded subsequent changes in fair value in other (expense) income, net on its unaudited condensed consolidated statements of operations and comprehensive loss. The Replacement Warrants expired in April 2024. 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, the 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 Company’s 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 $6.7 million. The fair value of these warrants was $0.5 million as of June 30, 2024. The Company recorded a $0.2 million decrease in the fair value of these warrants and a $0.2 million increase in the fair value of these warrants for the thirteen weeks and twenty-six weeks ended June 30, 2024, respectively, in other (expense) income, net in the unaudited condensed consolidated statements of operations and comprehensive loss. 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 June 30, 2024, the Working Capital warrants had a fair value of $0.03 million. The Company recorded a $0.01 million decrease in the fair value of these warrants and a $0.01 increase in the fair value of these warrants for the thirteen weeks and twenty-six weeks ended June 30, 2024, respectively, in other (expense) income, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Equity Classified 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 relative fair value of the Series B warrant at issuance was recorded as a debt issuance cost within other non-current liabilities upon issuance. 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, upon the warrant becoming exercisable into shares of Complete Solaria Common Stock upon the close of the Mergers. Prior to its reclassification from equity to a liability during 2023, the changes in fair value were recorded in other (expense) income, net on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss for the thirteen-weeks ended April 2, 2023. 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 in 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 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 and changes in the fair value of the warrant were recorded in other (expense) income, net on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss for the thirteen-weeks ended April 2, 2023. 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, upon the warrant becoming exercisable into shares of Complete Solaria Common Stock. 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 June 30, 2024. 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 June 30, 2024. At issuance, the relative fair value of the warrants was 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 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 June 30, 2024. 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 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 (i) the shares of common stock to be purchased to 31,680, (ii) the exercise price to $0.01, and (iii) 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 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 the Company’s 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 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 June 30, 2024, all warrants issued as warrant consideration remain outstanding. Ayna Warrant On June 17, 2024, a warrant to purchase shares of the Company’s common stock (“Ayna Warrant”) was executed which certifies that Ayna.AI LLC (“Ayna”) is entitled to purchase 6,000,000 shares of the Company’s common stock at the exercise price per share of $0.01, subject to the provisions and upon the terms and conditions set forth in the Ayna Warrant. The Ayna Warrant expires on June 17, 2029. The issuance of the Ayna Warrant by the Company to Ayna is in satisfaction of the compensation owed by the Company to Ayna under the terms of a statement of work (“Ayna SOW”), signed May 21, 2024 (and effective as of March 12, 2024), as incorporated into a master services agreement dated March 12, 2024. Under the Ayna SOW, Ayna will provide services in connection with the anticipated return of the Company to cash-flow positive performance. On or after the earlier of (i) September 9, 2024; and (ii) the first trading day after March 12, 2024 with a closing price of the Company’s common stock greater than or equal to $1.00 for 45 days out of the trailing consecutive 60-trading-day period (the earlier of the preceding clauses (i) and (ii) the “Exercise Date”), Ayna may exercise the Ayna Warrant for up to 4,000,000 shares of the Company’s common stock. On or after September 9, 2024, Ayna may exercise the Ayna Warrant for up to the remaining 2,000,000 shares of the Company’s common stock. Prior to the Exercise Date Ayna may not exercise the Ayna Warrant. In lieu of exercising the Ayna Warrant for cash, Ayna may from time to time convert the Ayna Warrant, in whole or in part, into a number of shares of the Company’s common stock determined by dividing (a) the aggregate fair market value of the shares of the Company’s common stock or other securities otherwise issuable upon exercise of the Ayna Warrant minus the aggregate warrant price of such shares of the Company’s common stock by (b) the fair market value (“Ayna Warrant FMV”) of one share of the Company’s common stock. If the Company’s shares of common stock are traded regularly in a public market, the Ayna Warrant FMV shall be the weighted average price for the 30 trading days ending on the trading day immediately before Ayna delivers its notice of exercise to the Company. If the Company’s shares of common stock are not regularly traded in a public market, the Company’s Board of Directors shall determine that the Ayna Warrant FMV in its reasonable good faith judgment. The foregoing notwithstanding, if Ayna advises the Company’s Board of Directors in writing that Ayna disagrees with such determination, then the Company and Ayna shall promptly agree upon a reputable investment banking firm or a third party independent appraiser to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the Board of Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fee and expenses shall be paid by Ayna. At issuance, the fair value of the Ayna Warrant was determined to be $9.2 million, based on the intrinsic value of the Ayna Warrant and the $0.01 per share exercise price. As the Ayna Warrant is accounted for as stock-based compensation under ASC 718, the Ayna Warrant is recorded within additional paid-in capital on the unaudited condensed consolidated balance sheets. The Ayna Warrant is not remeasured in future periods as it meets the conditions for equity classification. As the Ayna statement of work period is different than the date of the warrant agreement, the differences in dates cause an accrued expense for services rendered by Ayna but consideration has not vested as of June 30, 2024. As of June 30, 2024, the Company recognized expense of $1.6 million, representing the amount earned to date, accrued liability of $0.2 million and a credit to additional paid-in-capital of $1.4 million.

Borrowings

Borrowings	6 Months Ended
	Jun. 30, 2024
Borrowings [Abstract]
Borrowings	(13) Borrowings The Company’s borrowings consisted of the following (in thousands): As of June 30, December 31, 2024 2023 2018 Bridge Notes $ 11,731 $ 11,031 Revolver Loan 5,522 5,168 Secured Credit Facility 13,124 12,158 Polar Settlement Agreement — 300 Total notes payable 30,377 28,657 Debt in CS Solis 37,152 33,280 Total notes payable and convertible notes, net 67,529 61,937 Less current portion (67,529 ) (61,937 ) Notes payable and convertible notes, net of current portion $ — $ — Notes Payable 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 the face value of the 2018 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. The 2018 Notes are secured by substantially all of the assets of Complete Solaria. In December 2022, the Company entered into an amendment to the 2018 Notes extending the maturity date from December 13, 2022 to December 13, 2023, and the 2018 Notes remain outstanding as of June 30, 2024. In connection with the amendment, the 2018 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 amendment represented 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 2018 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 June 30, 2024 and December 31, 2023, the carrying value of the 2018 Notes was $11.7 million and $11.0 million, respectively. Interest expense recognized for the thirteen weeks ended June 30, 2024 and July 2, 2023 was $0.4 million and $0.3 million, respectively. Interest expense recognized for the twenty-six weeks ended June 30, 2024 and July 2, 2023 was $0.7 million and $0.6 million, respectively. As of June 30, 2024, the carrying value of the 2018 Notes approximates their fair value. 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 is comprised 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 has a term of thirty-six months, with the principal due 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 requires the Company to meet certain financial covenants relating to the maintenance of a specified restricted cash balance, achieve specified revenue targets and maintain specified contribution margins (“Financial Covenants”) over the term of the Revolving Loan. The Revolving Loan is collateralized by substantially 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 with SCI to forbear SCI from exercising any rights and remedies available to it as a result of the Company not meeting certain Financial Covenants required by the Original Agreement. As a result of these amendments changes were made to the Financial Covenants, and Solaria recorded a total of $1.9 million in amendment fees which amount was recorded in Other Liabilities, and this liability was included in the assumed 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. 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. The Revolving Loan principal balance at June 30, 2024 and December 31, 2023 amounted to $5.5 million and $5.1 million, respectively. In October 2023, the Company entered into an Assignment Agreement whereby Structural Capital Investments III, LP assigned the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, (collectively “Kline Hill”) and Rodgers Massey Revocable Living Trust for a total purchase price of $5.0 million. The Company has identified this arrangement as a related party transaction, as discussed in Note 19 – Related Party Transactions. The SCI Revolving Loan continued to remain outstanding as of June 30, 2024 and is currently being renegotiated. Interest expense recognized for the thirteen-week periods ended June 30, 2024 and July 2, 2023 was $0.2 million and $0.2 million, respectively. Interest expense recognized for the twenty-six weeks ended June 30, 2024 and July 2, 2023, was $0.4 million and $0.3 million, respectively. The interest expense recognized in 2024 is deemed to be related party interest expense. On May 1, 2024, the Company entered into an agreement with Kline Hill that will cancel this obligation upon satisfaction of certain events. Refer to Note 20 - Subsequent Events for further details. 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 (“Secured Credit Facility”). 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 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. At June 30, 2024, the balance outstanding was $13.1 million, including accrued financing cost of $5.5 million, and as of December 31, 2023, the balance outstanding was $12.2 million, including accrued financing cost of $4.5 million. The Company recognized interest expense of $0.4 million and $1.3 million related to the Secured Credit Facility during the thirteen weeks ended June 30, 2024 and July 2, 2023, respectively. The Company recognized interest expense of $1.0 million and $3.1 million related to the Secured Credit Facility during the twenty-six weeks ended June 30, 2024 and July 2, 2023, respectively. As of June 30, 2024, the total estimated fair value of the Secured Credit Facility approximated its carrying value. On May 1, 2024, the Company entered into an agreement with Kline Hill that will cancel this obligation upon satisfaction of certain events. Refer to Note 20 - Subsequent Events for further details. Entry into an Agreement to Cancel Revolver Loan and Secured Credit Facility On May 1, 2024, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Kline Hill providing for (a) the cancellation of all indebtedness owed to Kline Hill by the Company, termination of all debt instruments by and between the Company and Kline Hill, and the satisfaction of all obligations owed to Kline Hill by the Company under the terminated debt instruments, (b) the issuance of 9,800,000 shares of the Company’s common stock to Kline Hill, (c) the issuance of warrants (the “Kline Hill Warrants”) to Kline Hill to purchase up to 3,700,000 shares of the Company’s common stock, with an exercise price per share of $0.62 (the closing price per share of the Company’s common stock as reported on the Nasdaq Capital Market as of the date of the Agreement), and (d) a one-time $3,750,000 cash payment to Kline Hill upon the earlier of (i) the Company achieving $100,000,000 of trailing twelve month revenue, or (ii) the Company achieving $10,000,000 of trailing twelve month EBITDA. The Kline Hill Warrants are exercisable at a price of $0.125 per share of the Company’s common stock. The closing of the foregoing transactions will occur when the following conditions are met: Carlyle executes an agreement to cancel all debt owed to Carlyle by the Company, and all debt owed to Carlyle and its affiliates by the Company is no longer outstanding. As of June 30, 2024, the amount owed to Carlyle was outstanding. Refer to Note 20 - Subsequent Events for further information regarding details regarding the exchange of the Carlyle debt and cancellation of the Kline Hill indebtedness. 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. The settlement agreement required the Company to pay Polar $0.5 million in ten equal monthly installments and did not accrue interest. As of December 31, 2023, the balance owed to Polar was $0.3 million all of which was paid in the first quarter of 2024. Debt in CS Solis As part of the Reorganization described in Note 1(a) Organization - Description of Business and Note 12 - Warrants, the Company received cash and recorded debt for an investment by 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 by Carlyle, the Company issued Carlyle a warrant to purchase 5,978,960 shares of the Company’s common stock at a price of $0.01 per share, of which, the purchase of 4,132,513 shares of the Company’s common stock is 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 11 – 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 now March 31, 2024 subsequent to the modification. The acceleration of the redemption date of the investment, resulted in the total redemption amount to be 1.3 times the principal at December 31, 2023. The redemption amount increased to 1.4 times the original investment as of March 31, 2024. 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 Company’s unaudited condensed consolidated statements of operations and comprehensive loss. The Company accounted for the modification of the debt due with 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 in the thirteen-week period ended October 1, 2023. As of the modification date, the Company recorded the fair value of the new debt of $28.4 million as short-term debt with CS Solis. As of June 30, 2024, the debt has a redemption obligation of $35.8 million under the Carlyle Debt Modification Agreement. The debt in CS Solis is currently under negotiation. The Company has recorded a liability of $37.2 million and $33.3 million included in short-term debt with CS Solis on its unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. For the thirteen weeks ended June 30, 2024 and July 2, 2023, the Company has recorded accretion of the liability as interest expense of $1.3 million and $0.8 million, respectively, and made no payments of interest expense. For the twenty-six weeks ended June 30, 2024 and July 2, 2023, the Company has recorded accretion of the liability as interest expense of $3.9 million and $1.5 million, respectively, and made no payments of interest expense. For the thirteen weeks ended June 30, 2024 and July 2, 2023 the Company recorded amortization of issuance costs as interest expense of zero and $0.3 million, respectively. For the twenty-six weeks ended June 30, 2024 and July 2, 2023 the Company recorded amortization of issuance costs as interest expense of zero and $0.7 million, respectively. As of June 30, 2024, the total estimated fair value of the Company’s debt with CS Solis was $37.2 million, which was estimated based on Level 3 inputs.

SAFE Agreements

SAFE Agreements	6 Months Ended
	Jun. 30, 2024
SAFE Agreements [Abstract]
SAFE Agreements	(14) SAFE Agreements First SAFE On January 31, 2024, the Company entered into a simple agreement for future equity (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”), a related party, in connection with the Purchaser investing $1.5 million in the Company. The First SAFE does not accrue interest. The First SAFE was initially convertible into shares of the Company’s common stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company would have issued and sold shares of its common stock at a fixed valuation (an “Equity Financing”), at a per share conversion price which was equal to the lower of (i) (a) $53.54 million divided by (b) the Company’s capitalization immediately prior to such Equity Financing (such conversion price, the “SAFE Price”), and (ii) 80% of the price per share of its common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the First SAFE, the Purchaser would have been automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of shares of common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) the Company’s capitalization immediately prior to such liquidity event (the “Liquidity Price”), subject to certain adjustments as set forth in the First SAFE. The First SAFE was convertible into a maximum of 1,431,297 shares of the Company’s common stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price per share of the Company’s common stock on January 31, 2024, multiplied by (ii) 80%. On April 21, 2024, the Company entered into an amendment (“First SAFE Amendment”) that converted the First SAFE investment of $1.5 million to 4,166,667 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Second SAFE On February 15, 2024, the Company entered into a simple agreement for future equity (the “Second SAFE”) with the Purchaser, a related party, in connection with the Purchaser investing $3.5 million in the Company. The First SAFE does not accrued interest. The Second SAFE was initially convertible into shares of the Company’s common stock upon the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i) the SAFE Price, and (ii) 80% of the price per share of Common Stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of Common Stock equal to $3.5 million divided by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible into a maximum of 3,707,627 shares of the Company’s common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing per share price of its common stock on February 15, 2024, multiplied by (ii) 80%. On April 21, 2024, the Company entered into an amendment (“Second SAFE Amendment”) that the Second SAFE investment of $3.5 million to 9,722,222 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Third SAFE On May 13, 2024, the Company entered into a simple agreement for future equity (the “Third SAFE”) with the Purchaser in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE is convertible into shares of the Company’s common stock upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of it common stock in an Equity Financing, at a per share conversion price which is equal to 50% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummates a change of control prior to the termination of the Third SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as set forth in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company’s common stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Company’s common stock on May 13, 2024, multiplied by (ii) 50%.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2024
Stock-Based Compensation [Abstract]
Stock-Based Compensation	(15) 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 of directors 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 incentive stock options (“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 twenty-six weeks ended June 30, 2024 under the Plans is as follows: Options Outstanding Number of Weighted Weighted Aggregate Outstanding—December 31, 2023 11,716,646 $ 3.48 8.53 $ 2,756 Options granted 6,121,251 0.93 Options exercised (90,038 ) 0.66 Options canceled (3,307,198 ) 1.64 Outstanding—June 30, 2024 14,440,661 $ 2.83 8.48 $ 3,197 Vested and expected to vest—June 30, 2024 14,440,661 $ 2.83 8.48 $ 3,197 Vested and exercisable—June 30, 2024 5,092,830 $ 4.07 4.82 $ 750 A summary of RSU activity for the twenty-six weeks ended June 30, 2024 under the Plan is as follows: Number of Weighted Unvested at December 31, 2023 58,097 $ 2.07 Granted –– $ –– Vested and released –– $ –– Cancelled or forfeited –– $ –– Unvested at June 30, 2024 58,097 $ 2.07 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 loss (in thousands): Thirteen Weeks Ended Twenty-Six Weeks Ended June 30, July 2, June 30, July 2, Cost of revenues $ 29 $ 20 $ 56 $ 31 Sales and marketing 214 100 430 194 General and administrative 986 352 2,084 517 Total stock-based compensation expense from continuing operations 1,229 472 2,570 742 Stock-based compensation from discontinued operations, net of tax ⸺ 548 ⸺ 1,300 Total stock-based compensation expense $ 1,229 $ 1,020 $ 2,570 $ 2,042 As of June 30, 2024, there was a total of $21.0 million and zero

Employee Stock Purchase Plan

Employee Stock Purchase Plan	6 Months Ended
	Jun. 30, 2024
Employee Stock Purchase Plan [Abstract]
Employee Stock Purchase Plan	(16) 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 shares of 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 June 30, 2024, 2,628,996 shares were reserved for future issuance under the ESPP Plan.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	(17) Commitments and Contingencies 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 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): Twenty-Six Year Ended Warranty provision, beginning of period $ 4,849 $ 3,981 Accruals for new warranties issued 361 2,968 Settlements (370 ) (2,100 ) Warranty provision, end of period $ 4,840 $ 4,849 Warranty provision, current $ 1,424 $ 1,433 Warranty provision, noncurrent $ 3,416 $ 3,416 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 may have a material adverse effect on its business, financial position, results of operations, or cash flows. The Company has recorded $7.9 million as a loss contingency in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheets as of both June 30, 2024 and December 31, 2023, respectively, primarily associated with the pending settlement of the following legal matters . 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 U.S. 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, the Company 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 Government Technologies, Inc. and Siemens Industry, Inc. (collectively, “Siemens”) filed a lawsuit against Solaria Corporation and SolarCA, LLC, which are wholly-owned subsidiaries of Complete Solaria, Inc. (collectively, the “Subsidiaries”), in Fairfax Circuit Court (the “Court”) in Fairfax, Virginia. In the lawsuit, Siemens alleged that the Subsidiaries breached express and implied warranties under a purchase order that Siemens placed with the Subsidiaries for a solar module system. Siemens claimed damages of approximately $6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees. On February 22, 2024, the Court issued an order against the Subsidiaries which awards Siemens approximately $6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorney’s fees, the amount of which would be determined at a later hearing. On March 15, 2024, Siemens filed a motion seeking to recover $2.67 million for attorneys’ fees, expenses, and pre-judgment interest. On June 17, 2024, the Court entered a final order which awards Siemens a total of $2.0 million in attorneys’ fees and costs. The Company intends to appeal these judgments. The Company has recorded $6.9 million as a legal loss related to this litigation, and the Company recorded an additional accrual for $2.0 million for attorneys’ fees, expenses, and pre-judgment interest, in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheets as of June 30, 2024. This legal loss was recognized in loss from discontinued operations, net of tax on the unaudited condensed consolidated statements of operations and comprehensive loss. The Company recorded $6.9 million as a legal loss related to this litigation, excluding amounts for attorneys’ fees and costs, in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheet as of December 31, 2023. China Bridge 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. On July 25, 2024, the parties executed a settlement agreement. The Company paid no money or other compensation to China Bridge. Letters of Credit The Company had $3.8 million of outstanding letters of credit related to normal business transactions as of June 30, 2024. 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 at each of June 30, 2024 and December 31, 2023.

Basic and Diluted Net Loss Per

Basic and Diluted Net Loss Per Share	6 Months Ended
	Jun. 30, 2024
Basic and Diluted Net Loss Per Share [Abstract]
Basic and Diluted Net Loss Per Share	(18) 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 thirteen and twenty-six week periods ended July 2, 2023 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 twenty-six week periods ended June 30, 2024 and July 2, 2023 (in thousands, except share and per share amounts): Thirteen Weeks Ended Twenty-Six Weeks Ended June 30, July 2, June 30, July 2, Numerator: Net loss from continuing operations $ (13,887 ) $ (6,766 ) $ (23,475 ) $ (22,475 ) Net loss from discontinued operations (2,007 ) (4,744 ) (2,007 ) (12,549 ) Net loss $ (15,894 ) $ (11,510 ) $ (25,482 ) $ (35,024 ) Denominator: Weighted average common shares outstanding, basic and diluted 61,111,005 27,671,302 54,941,543 27,638,062 Net loss per share: Continuing operations – basic and diluted $ (0.23 ) $ (0.24 ) $ (0.43 ) $ (0.81 ) Discontinued operations – basic and diluted $ (0.03 ) $ (0.17 ) $ (0.03 ) $ (0.46 ) Net loss per share – basic and diluted $ (0.26 ) $ (0.41 ) $ (0.46 ) $ (1.27 ) The computation of basic and diluted net loss per share attributable to common stockholders is the same for the thirteen and twenty-six week periods ended June 30, 2024 and July 2, 2023 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 anti-dilutive: As of June 30, July 2, Common stock warrants 23,024,556 1,157,784 Stock options and RSUs issued and outstanding 14,440,661 6,693,998 Potential common shares excluded from diluted net loss per share 37,465,217 7,851,782

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	(19) Related Party Transactions From 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 week periods ended June 30, 2024 and July 2, 2023, the Company has recognized zero and $0.2 million, respectively, in interest expense related to the related party 2022 Convertible Notes. For the twenty-six week periods ended June 30, 2024 and July 2, 2023, the Company has recognized zero and $0.4 million, respectively, in interest expense related to the related party 2022 Convertible 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. 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. In July 2023, in connection with the Mergers, the Company issued 120,000 shares to a related party as a transaction bonus. Refer to Note 1(a) – Description of Business and Note 4 – Reverse Recapitalization for further discussion. 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 the fiscal year ended December 31, 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. The Company has recognized a liability associated with the FPAs of $5.6 million and $3.2 million due to related parties in its unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. The Company recognized $2.4 million of other income in the thirteen week period ended June 30, 2024 and $2.4 million of other expense in the twenty-six week period ended June 30, 2024 in its unaudited condensed consolidated statements of operations and comprehensive loss. 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. The Company paid $0.2 million in 2023 and the remaining balance of $0.3 million was paid in the thirteen-week period ended March 31, 2024. In October 2023, the Company entered into an Assignment Agreement whereby Structural Capital Investments III, LP assigned the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, (collectively “Kline Hill”) and Rodgers Massey Revocable Living Trust, a related party, for a total purchase price of $5.0 million. The SCI Revolving Loan continued to remain outstanding as of June 30, 2024 and is currently being renegotiated. Interest expense Three SAFEs, as described in Note 14 –SAFE Agreements, entered into during the twenty-six weeks ended June 30, 2024 were with the Rodgers Massey Freedom and Free Markets Charitable Trust, a related party. The Company received proceeds from the SAFEs totaling $6.0 million in exchange for debt that may be converted into shares of the Company’s common stock. The SAFEs issued in the first quarter of 2024, totaling $5.0 million were converted into 13,888,889 share of the Company’s common stock during the 13 weeks ended June 30, 2024. The Company recognized a loss of $1.3 million in connection with the conversion of the two SAFEs. In June 2024, Rodgers made a good faith deposit of $2.0 million to the Company to prefund the July 2024 Rodgers Note that subsequently was issued by the Company in July 2024 in connection with the Exchange Agreement entered after the period end. Refer to Note 20 - Subsequent Events for further details. There were no other material related party transactions during the thirteen and twenty-six week periods ended June 30, 2024 and July 2, 2023.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	(20) Subsequent Events Debt Exchanged for Equity On July 1, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Carlyle and Kline Hill providing for: (i) the cancellation of all indebtedness owed to Carlyle by the Company, termination of all debt instruments by and between the Company and Carlyle (through the transfer of Carlyle’s interest in CS Solis, LLC, to the Company), and the satisfaction of all obligations owed to Carlyle by the Company under the terminated debt instruments; (ii) the issuance of a convertible note in the original principal amount of $10.0 million to Carlyle; (iii) the cancellation of all indebtedness owed to Kline Hill by the Company, termination of all debt instruments by and between the Company and Kline Hill, and the satisfaction of all obligations owed to Kline Hill by the Company under the terminated debt instruments; (iv) the issuance of convertible notes in the aggregate original principal amount of $7,972,731 to Kline Hill; and (v) the issuance of 1,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) to Kline Hill (the “Shares”) In addition, in July 2024, the Company entered into a note purchase agreement and issued a convertible note to an affiliate of Rodgers in the original principal amount of $18.0 million (the “July 2024 Rodgers Note”). In connection with these transactions, Rodgers made a good faith deposit of $2.0 million to the Company in June 2024 to prefund the July 2024 Rodgers Note that subsequently was issued by the Company in July 2024. The convertible notes bear interest at 12.0% per year. The convertible notes are general unsecured obligations of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased. Interest on the convertible notes will accrue at a rate of 12.00% per year from July 1, 2024 and will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1, 2025. The convertible notes are convertible at the option of the holders at any time prior to the payment of the payment of the principal amount of such convertible note in full. Upon conversion of any convertible note, the Company will satisfy its conversion obligation by delivering shares of the Company’s common stock and paying cash in respect of any fractional shares. Acquisition of Select Assets of Core Energy On July 2, 2024, the Company announced that it had acquired selected assets of Core Energy (“Core Energy”), a Logan Utah solar engineering, procurement and construction firm and its employees. Investment by StarCharge - On July 1, 2024, the Company announced that StarCharge (“StarCharge”), a provider of electric vehicle charging infrastructure and microgrid solutions, completed a $10.0 million investment in convertible senior notes (“$10 Million Senior Notes”) of the Company. The terms of the $10 Million Senior Notes are as follows: ● Interest rate 12% payable semi-annually in arrears; ● Five year term maturing on July 1, 2029 unless earlier converted, redeemed or repurchased; ● An initial conversion rate of 500 shares of the Company’s common stock per $1,000 principal equivalent to $2.00 per share ● The Company may not redeem the $10 Million Senior Notes prior to July 5, 2026. Thereafter, the Company may redeem the $10 Million Senior Notes subject to the share price of the Company’s common stock trading at $3.00 per share for 20 out of 30 consecutive trading days. Then from July 1, 2028 until maturity, subject to the share price of the Company’s common stock trading at $2.60 per share for 20 out of 30 consecutive trading days. ● The Company has the right to offer up to $10 million of additional notes on the same terms as the $10 Million Senior Notes to additional investors on identical terms and conditions. Amendments to Forward Purchase Agreements On July 17, 2024, the Company entered into the third amendment to the Forward Purchase Agreement with Polar, pursuant to which the Company and Polar agreed that Section 2 (Most Favored Nation) of the Forward Purchase Agreement is applicable to all 2,450,000 shares subject to the Forward Purchase Agreement. White Lion Stock Purchase Agreement On July 16, 2024, the Company entered into a common stock purchase agreement with White Lion Capital, LLC (“White Lion”), as amended on July 24, 2024 (“White Lion SPA”), and a related registration rights agreement for an equity line financing facility. Pursuant to the White Lion SPA, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time up to $30 million in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to the caps and certain limitations and conditions set forth in the White Lion SPA, including terms that restrict the ability of the Company to issue shares of common stock to White Lion that would result in White Lion beneficially owning more than 9.99% of the Company’s outstanding common stock. Acquisition of Select Assets of SunPower Corporation On August 5, 2024, the Company entered into a “Stalking Horse” asset purchase agreement with SunPower Corporation (“SunPower”) and the direct and indirect subsidiaries of SunPower (the “Debtors”) providing for the sale and purchase of certain assets related to the Debtors’ Blue Raven Solar business, New Homes business, and non-installing Dealer network (the “Stalking Horse APA”). Under the Stalking Horse APA, the Company agreed, subject to the terms and conditions of the Stalking Horse APA, to acquire certain assets and assume certain liabilities from the Debtors for $45.0 million in cash at the closing of the transaction, including a deposit of $4.5 million that was paid into an escrow account within two business days following the execution of the Stalking Horse APA. The Stalking Horse APA includes customary representations and warranties, covenants, and closing conditions, in each case under the circumstances and subject to certain limitations as set forth therein, including, without limitation, provisions requiring the Debtors to reimburse the Company for up to $0.6 million for expenses incurred in connection with the Stalking Horse APA and to pay a break-up fee of $1.35 million, in each case under certain circumstances as set forth in the Stalking Horse APA, and the right of the Company to designate executory contracts and to assume or reject unexpired leases. The Stalking Horse APA is subject to higher and better offers during the Debtors’ voluntary cases under Chapter 11 of Title 11 of the United States Bankruptcy Code and is subject to approval of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Stalking Horse APA acts as a baseline for competitive bids for the acquisition of the related acquired assets. If one or more qualified bids (other than the transaction contemplated by the Stalking Horse APA) were to be received by the qualified bid deadline as provided for in bidding procedures approved by the bankruptcy court, then the Debtors will proceed with an auction to determine the successful bid, subject to the terms of the bidding procedures.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (15,894)	$ (11,510)	$ (25,482)	$ (35,024)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	(a) Basis of Presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the Unites States of America (“GAAP” or “U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	(b) 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 the forward purchase agreements; and ● The reserve methodology for inventory obsolescence; ● The reserve methodology for product warranty; ● The reserve methodology for the allowance for credit losses; ● The measurement of stock-based compensation. 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. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. The Company has assessed the impact and management is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained.
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.
Concentration of Risks	(d) Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits from time to time. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company’s customers consist primarily of residential homeowners. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. Many residential customers finance the transaction through third-party financing entities from whom the Company collects the receivable. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for credit losses. As of June 30, 2024, two entities had an outstanding balance that represented 18% and 16 Concentration of customers No customers represented more than 10% of gross revenues from continuing operations for the thirteen and twenty-six weeks ended June 30, 2024 and July 2, 2023. Concentration of suppliers For the thirteen-weeks ended June 30, 2024, three suppliers represented 53%, 17% and 14%, of the Company’s inventory purchases. For the twenty-six weeks ended June 30, 2024, one supplier represented 83% of the Company’s inventory purchases. For the thirteen-weeks and twenty-six weeks ended July 2, 2023, one supplier represented 91% and 87% of the Company’s inventory purchases, respectively.
Cash and Cash Equivalents	(e) Cash and Cash Equivalents The Company considers all highly liquid securities that mature within three months or less from the original date of purchase to be cash equivalents. The Company maintains the majority of its cash balances with commercial banks in interest bearing accounts. Cash and cash equivalents include cash held in checking and savings accounts and money market accounts consisting of highly liquid securities with original maturity dates of three months or less from the original date of purchase.
Restricted Cash	(f) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. The restricted cash balance was $3.8 million, at each of June 30, 2024 and December 31, 2023. 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 its 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): June 30, December 31, Cash and cash equivalents $ 1,839 $ 2,593 Restricted cash 3,838 3,823 Total cash, cash equivalents and restricted cash $ 5,677 $ 6,416
Revenue Recognition	(g) 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 Ended Twenty-Six Weeks Ended June 30, July 2 June 30, July 2, 2024 2023 2024 2023 Solar energy system installations $ 4,474 $ 24,753 $ 14,396 $ 40,596 Software enhanced services 18 867 136 1,701 Total revenue $ 4,492 $ 25,620 $ 14,532 $ 42,297 All of the Company’s revenue recognized by geography based on the location of the customer for the thirteen week and twenty-six week periods ended June 30, 2024 and July 2, 2023 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. As of June 30, 2024, the Company has deferred $1.1 million associated with a long-term service contract. As of December 31, 2023, the Company has deferred $1.2 million associated with a long-term service contract, which will be recognized evenly through 2028. 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 loss. As of June 30, 2024 and December 31, 2023, deferred commissions were $6.2 million and $4.2 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 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 Company’s deferred revenue is reflected in current liabilities in the accompanying unaudited condensed consolidated balance sheets. The amount of revenue recognized during the twenty-six week period ended June 30, 2024 that was included in deferred revenue at the beginning of the period was $1.9 million. The amount of revenue recognized during the twenty-six week period ended July 2, 2023 that was included in deferred revenue at the beginning of the period was $2.8 million.
Fair Value Measurements	(h) 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 June 30, 2024 and December 31, 2023 include the warrant liabilities, SAFE Agreements 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). Certain warrant liabilities, SAFE agreements, 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 loss as a component of other (expense) income, net.
Direct Offering Costs	(i) 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 June 30, 2024 and December 31, 2023, the Company had no deferred offering costs included within prepaid expenses and other current assets in its unaudited condensed consolidated balance sheets.
Warrant Liabilities	(j) 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, under which the warrants that do not meet the criteria for equity classification and must be recorded as liabilities. The warrant liabilities are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in other (expense) income, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 12 – Warrants.
Forward Purchase Agreements	(k) Forward Purchase Agreements The Company accounts for its FPAs in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity, as the agreements embody an obligation to transfer assets to settle a forward contract. The FPA liabilities are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in other (expense) income, net on the unaudited condensed consolidated statements of operations and comprehensive loss. Refer to Note 3 – Fair Value Measurements and Note 5 – Forward Purchase Agreements.
Net Loss Per Share	(l) Net Loss Per Share The Company computes net loss per share following ASC 260, Earnings Per Share. Basic net loss per share is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted net loss per share presents the dilutive effect on a per-share basis from the potential exercise of options, SAFE agreements and/or warrants. The potentially dilutive effect of options, SAFE agreements or warrants are computed using the if-converted method. Securities that potentially have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the diluted loss per share calculation.
Accounting Pronouncements Not Yet Adopted	(m) Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company is currently evaluating ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU 2023-09 is effective for public companies starting in annual periods beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash	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): June 30, December 31, Cash and cash equivalents $ 1,839 $ 2,593 Restricted cash 3,838 3,823 Total cash, cash equivalents and restricted cash $ 5,677 $ 6,416
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 Ended Twenty-Six Weeks Ended June 30, July 2 June 30, July 2, 2024 2023 2024 2023 Solar energy system installations $ 4,474 $ 24,753 $ 14,396 $ 40,596 Software enhanced services 18 867 136 1,701 Total revenue $ 4,492 $ 25,620 $ 14,532 $ 42,297

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Measurements [Abstract]
Schedule of Financial Assets and Liabilities that are Measured at Fair Value, on a Recurring Basis	The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis (in thousands): As of June 30, 2024 Level 1 Level 2 Level 3 Total Financial Liabilities Carlyle warrants $ — $ — $ 6,646 $ 6,646 Public warrants 302 — — 302 Private placement warrants — 219 — 219 Working capital warrants — 25 — 25 Forward purchase agreement liabilities — — 6,653 6,653 SAFE Agreements — — 1,000 1,000 Total $ 302 $ 244 $ 14,299 $ 14,845 As of December 31, 2023 Level 1 Level 2 Level 3 Total Financial Liabilities Carlyle warrants $ — $ — $ 9,515 $ 9,515 Public warrants 167 — — 167 Private placement warrants — 122 — 122 Working capital warrants — 14 — 14 Replacement warrants – – 1,310 1,310 Forward purchase agreement liabilities — — 3,831 3,831 Total $ 167 $ 136 $ 14,656 $ 14,959
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: June 30, December 31, Expected term 6.05 years 7.0 years Expected volatility 60.8 % 77.0 % Risk-free interest rate 4.33 % 3.92 % Expected dividend yield 0.0 % 0.0 % December 31, Expected term 0.3 years Expected volatility 78.5 % Risk-free interest rate 5.4 % Expected dividend yield 0.0 %
Schedule of Expected Volatility is Determined Based on the Historical Equity Volatility	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: June 30, December 31, VWAP stock price $ 1.15 $ 1.66 Simulation period 1.05 years 1.55 years Risk-free interest rate 5.07 % 4.48 % Volatility 107.0 % 95.0 %

Reverse Recapitalization (Table

Reverse Recapitalization (Tables)	6 Months Ended
	Jun. 30, 2024
Reverse Recapitalization [Abstract]
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

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	6 Months Ended
	Jun. 30, 2024
Prepaid Expenses and Other Current Assets [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consist of the following (in thousands): As of June 30, December 31, Deferred commissions $ 6,202 $ 4,185 Inventory deposits — 616 Other 938 1,016 Total prepaid expenses and other current assets $ 7,140 $ 5,817

Divestiture (Tables)

Divestiture (Tables)	6 Months Ended
	Jun. 30, 2024
Divestiture [Abstract]
Schedule of Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss Related to Discontinued Operations	The components reflected in the unaudited condensed consolidated statements of operations and comprehensive loss in 2023 related to discontinued operations are presented in the table, as follows (in thousands): Thirteen Twenty-Six- July 2, July 2, Revenues $ 6,553 $ 25,274 Cost of revenues 7,028 26,507 Gross loss (475 ) (1,233 ) Operating expenses: Sales and marketing 1,564 4,430 General and administrative 2,706 6,891 Total operating expenses 4,270 11,321 Loss from discontinued operations (4,745 ) (12,554 ) Other (expense) income, net 1 1 Loss from discontinued operations before income taxes (4,744 ) (12,553 ) Income tax benefit — 4 Net loss from discontinued operations $ (4,744 ) $ (12,549 )

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2024
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 June 30, December 31, Developed software 5 $ 7,876 $ 6,993 Manufacturing equipment 3 73 131 Furniture and equipment 3 96 96 Leasehold improvements 5 708 708 Total property and equipment 8,753 7,928 Less: accumulated depreciation and amortization (4,297 ) (3,611 ) Total property and equipment, net $ 4,456 $ 4,317

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2024
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 June 30, December 31, Accrued compensation and benefits $ 4,071 $ 3,969 Customer deposits 243 544 Uninvoiced contract costs — 671 Accrued term loan and revolving loan amendment and final payment fees 2,400 2,400 Accrued legal settlements 7,700 7,700 Accrued taxes 931 931 Accrued rebates and credits 28 677 Operating lease liabilities, current 475 607 Accrued warranty, current 1,425 1,433 Other accrued liabilities 8,559 8,938 Total accrued expenses and other current liabilities $ 25,832 $ 27,870

Other Income, Net (Tables)

Other Income, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Other Income, Net [Abstract]
Schedule of Other Income, Net	Other income, net consists of the following (in thousands): Thirteen-Weeks Ended Twenty-Six Weeks Ended June 30, July 2, June 30, July 2, Change in fair value of redeemable convertible preferred stock warrant liability $ 5 $ 9,207 $ 1,310 $ 9,416 Change in fair value of Carlyle warrants (3,560 ) — 2,869 — Change in fair value of FACT public, private placement and working capital warrants 246 — (243 ) — Change in fair value of forward purchase agreement liabilities (1) 2,756 — (2,822 ) — Loss on conversion of SAFE Agreements to common stock (2) (1,250 ) — (1,250 ) — Other, net (266 ) 177 (414 ) 285 Total other income, net $ (2,069 ) $ 9,384 $ (550 ) $ 9,701

Common Stock (Tables)

Common Stock (Tables)	6 Months Ended
	Jun. 30, 2024
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 33,637,266 Employee stock purchase plan 2,628,996 Stock options and RSUs, issued and outstanding 14,498,758 Stock options and RSUs, authorized for future issuance 729,211 Total shares reserved 51,494,231

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Jun. 30, 2024
Warrants [Abstract]
Schedule of Liability-Classified Warrants	Liability-classified warrants As of June 30, December 31, 2024 2023 Carlyle warrants $ 6,646 $ 9,515 Replacement warrants — 1,310 Public warrants 302 167 Private placements warrants 219 122 Working capital warrants 25 13 $ 7,192 $ 11,127

Borrowings (Tables)

Borrowings (Tables)	6 Months Ended
	Jun. 30, 2024
Borrowings [Abstract]
Schedule of Borrowings	The Company’s borrowings consisted of the following (in thousands): As of June 30, December 31, 2024 2023 2018 Bridge Notes $ 11,731 $ 11,031 Revolver Loan 5,522 5,168 Secured Credit Facility 13,124 12,158 Polar Settlement Agreement — 300 Total notes payable 30,377 28,657 Debt in CS Solis 37,152 33,280 Total notes payable and convertible notes, net 67,529 61,937 Less current portion (67,529 ) (61,937 ) Notes payable and convertible notes, net of current portion $ — $ —

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Stock-Based Compensation [Abstract]
Schedule of Summary of Stock Option Activity	A summary of stock option activity for the twenty-six weeks ended June 30, 2024 under the Plans is as follows: Options Outstanding Number of Weighted Weighted Aggregate Outstanding—December 31, 2023 11,716,646 $ 3.48 8.53 $ 2,756 Options granted 6,121,251 0.93 Options exercised (90,038 ) 0.66 Options canceled (3,307,198 ) 1.64 Outstanding—June 30, 2024 14,440,661 $ 2.83 8.48 $ 3,197 Vested and expected to vest—June 30, 2024 14,440,661 $ 2.83 8.48 $ 3,197 Vested and exercisable—June 30, 2024 5,092,830 $ 4.07 4.82 $ 750
Schedule of Summary of RSU Activity	A summary of RSU activity for the twenty-six weeks ended June 30, 2024 under the Plan is as follows: Number of Weighted Unvested at December 31, 2023 58,097 $ 2.07 Granted –– $ –– Vested and released –– $ –– Cancelled or forfeited –– $ –– Unvested at June 30, 2024 58,097 $ 2.07
Schedule of 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 loss (in thousands): Thirteen Weeks Ended Twenty-Six Weeks Ended June 30, July 2, June 30, July 2, Cost of revenues $ 29 $ 20 $ 56 $ 31 Sales and marketing 214 100 430 194 General and administrative 986 352 2,084 517 Total stock-based compensation expense from continuing operations 1,229 472 2,570 742 Stock-based compensation from discontinued operations, net of tax ⸺ 548 ⸺ 1,300 Total stock-based compensation expense $ 1,229 $ 1,020 $ 2,570 $ 2,042

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
Schedule of Activity by Period Relating to the Company’s Warranty Provision	Activity by period relating to the Company’s warranty provision was as follows (in thousands): Twenty-Six Year Ended Warranty provision, beginning of period $ 4,849 $ 3,981 Accruals for new warranties issued 361 2,968 Settlements (370 ) (2,100 ) Warranty provision, end of period $ 4,840 $ 4,849 Warranty provision, current $ 1,424 $ 1,433 Warranty provision, noncurrent $ 3,416 $ 3,416

Basic and Diluted Net Loss Pe_2

Basic and Diluted Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Basic and Diluted Net Loss Per Share [Abstract]
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 twenty-six week periods ended June 30, 2024 and July 2, 2023 (in thousands, except share and per share amounts): Thirteen Weeks Ended Twenty-Six Weeks Ended June 30, July 2, June 30, July 2, Numerator: Net loss from continuing operations $ (13,887 ) $ (6,766 ) $ (23,475 ) $ (22,475 ) Net loss from discontinued operations (2,007 ) (4,744 ) (2,007 ) (12,549 ) Net loss $ (15,894 ) $ (11,510 ) $ (25,482 ) $ (35,024 ) Denominator: Weighted average common shares outstanding, basic and diluted 61,111,005 27,671,302 54,941,543 27,638,062 Net loss per share: Continuing operations – basic and diluted $ (0.23 ) $ (0.24 ) $ (0.43 ) $ (0.81 ) Discontinued operations – basic and diluted $ (0.03 ) $ (0.17 ) $ (0.03 ) $ (0.46 ) Net loss per share – basic and diluted $ (0.26 ) $ (0.41 ) $ (0.46 ) $ (1.27 )
Schedule of Potential Common Shares Excluded from Computation of 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 anti-dilutive: As of June 30, July 2, Common stock warrants 23,024,556 1,157,784 Stock options and RSUs issued and outstanding 14,440,661 6,693,998 Potential common shares excluded from diluted net loss per share 37,465,217 7,851,782

Organization (Details)

Organization (Details) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 31, 2023	Jul. 31, 2023	Mar. 31, 2023	Mar. 31, 2023	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023	Dec. 31, 2023	Apr. 16, 2024
Organization and Business Operations [Line Items]
Date of incorporation							Feb. 22, 2010
Capital stock, shares					51,494,231		51,494,231
Purchase price per share (in Dollars per share)							$ 10
Ordinary shares issued			23,256,504	23,256,504
Converted shares							13,888,889
Net loss continuing operations (in Dollars)					$ (13,887,000)	$ (6,766,000)	$ (23,475,000)	$ (22,475,000)
Accumulated deficit (in Dollars)					(380,410,000)		(380,410,000)		$ (354,928,000)
Current debt (in Dollars)					67,500,000		67,500,000
Cash and cash equivalents (in Dollars)					1,800,000		1,800,000
Market securities (in Dollars)					$ 50,000,000		$ 50,000,000			$ 50,000,000
PIPE Investors [Member]
Organization and Business Operations [Line Items]
Shares acquired							1,570,000
Aggregate gross proceeds (in Dollars)							$ 15,700,000
Additional Shares issued					60,000		60,000
Subscription Agreements [Member]
Organization and Business Operations [Line Items]
Excess of gross proceeds (in Dollars)							$ 3,500,000
New Money PIPE Investors [Member]
Organization and Business Operations [Line Items]
Shares acquired							120,000
Purchase price per share (in Dollars per share)							$ 5
Aggregate gross proceeds (in Dollars)							$ 600,000
New Money PIPE Subscription Agreement [Member]
Organization and Business Operations [Line Items]
Additional Shares issued					60,000		60,000
Liquidity and Going Concern [Member]
Organization and Business Operations [Line Items]
Net loss continuing operations (in Dollars)					$ 13,900,000	$ 6,800,000	$ 23,500,000	$ 22,500,000
Accumulated deficit (in Dollars)					$ 380,400,000		$ 380,400,000
Minimum [Member]
Organization and Business Operations [Line Items]
Bid price (in Dollars per share)										$ 1
Complete Solaria Common Stock [Member]
Organization and Business Operations [Line Items]
Capital stock, shares					25,494,332		25,494,332
Additional Shares issued					193,976		193,976
Complete Solaria Common Stock [Member] | Forward Purchase Agreements [Member]
Organization and Business Operations [Line Items]
Additional Shares issued					150,000		150,000
Class A common stock [Member]
Organization and Business Operations [Line Items]
Capital stock, shares		6,300,000
Forward purchase agreements, shares		1,161,512
Ordinary shares issued					34,500,000		34,500,000
Shares exercised				34,500,000
Right to redeem shares			7,784,739
Converted shares			1
Class A common stock [Member] | FACT Investors [Member]
Organization and Business Operations [Line Items]
Remaining shares outstanding			11,243,496
Class B Ordinary Share [Member]
Organization and Business Operations [Line Items]
Ordinary shares issued					8,625,000		8,625,000
Converted shares			1
Maxeon Ordinary Shares [Member]
Organization and Business Operations [Line Items]
Shares acquired	1,100,000
Aggregate gross proceeds (in Dollars)	$ 11,000,000
Net loss continuing operations (in Dollars)									$ 4,200,000
Common Stock [Member]
Organization and Business Operations [Line Items]
Shares exercised					58,861	907	90,037	67,291
Bid price (in Dollars per share)					$ 1		$ 1
Common Stock [Member] | Complete Solaria Common Stock [Member]
Organization and Business Operations [Line Items]
Sale of aggregate shares		420,000
Common Stock [Member] | Class A common stock [Member]
Organization and Business Operations [Line Items]
Redeemption amount (in Dollars)			$ 82,200,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Restricted cash balance (in Dollars)	$ 3,838		$ 3,838		$ 3,823
Deferred long-term service contract (in Dollars)	1,100		1,100		1,200
Deferred commissions (in Dollars)	6,200		6,200		$ 4,200
Deferred revenue (in Dollars)	$ 1,900		1,900
Deferred revenue (in Dollars)				$ 2,800
Direct offering costs (in Dollars)			$ 5,700
Customer Concentration Risk [Member] | Customer One [Member] | Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	18%				38%
Customer Concentration Risk [Member] | Customer Two [Member] | Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage					16%
Customer Concentration Risk [Member] | No Customer [Member] | Revenue Benchmark [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	10%
Credit Concentration Risk [Member] | Customer Two [Member] | Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage					16%
Supplier Concentration Risk [Member] | Inventory Purchases [Member] | Suppliers One [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	53%	91%
Supplier Concentration Risk [Member] | Inventory Purchases [Member] | Suppliers Two [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	17%			87%
Supplier Concentration Risk [Member] | Inventory Purchases [Member] | Suppliers Three [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	14%
Supplier Concentration Risk [Member] | Inventory Purchases [Member] | Suppliers [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage			83%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jul. 02, 2023	Dec. 31, 2022
Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash [Abstract]
Cash and cash equivalents	$ 1,839	$ 2,593
Restricted cash	3,838	3,823
Total cash, cash equivalents and restricted cash	$ 5,677	$ 6,416	$ 6,312	$ 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		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Schedule of Revenue Recognized By Product and Services [Line Items]
Total revenue	$ 4,492	$ 25,620	$ 14,532	$ 42,297
Solar energy system installations [Member]
Schedule of Revenue Recognized By Product and Services [Line Items]
Revenue recognized by product and service	4,474	24,753	14,396	40,596
Software enhanced services [Member]
Schedule of Revenue Recognized By Product and Services [Line Items]
Revenue recognized by product and service	$ 18	$ 867	$ 136	$ 1,701

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Jun. 30, 2024 $ / shares
Carlyle Warrants [Member]
Fair Value Measurements [Line Items]
Price per share	$ 0.01

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities that are Measured at Fair Value, on a Recurring Basis - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Financial Liabilities
Financial Liabilities	$ 14,845	$ 14,959
Level 1 [Member]
Financial Liabilities
Financial Liabilities	302	167
Level 2 [Member]
Financial Liabilities
Financial Liabilities	244	136
Level 3 [Member]
Financial Liabilities
Financial Liabilities	14,299	14,656
Carlyle warrants [Member]
Financial Liabilities
Financial Liabilities	6,646	9,515
Carlyle warrants [Member] | Level 1 [Member]
Financial Liabilities
Financial Liabilities
Carlyle warrants [Member] | Level 2 [Member]
Financial Liabilities
Financial Liabilities
Carlyle warrants [Member] | Level 3 [Member]
Financial Liabilities
Financial Liabilities	6,646	9,515
Public warrants [Member]
Financial Liabilities
Financial Liabilities	302	167
Public warrants [Member] | Level 1 [Member]
Financial Liabilities
Financial Liabilities	302	167
Public warrants [Member] | Level 2 [Member]
Financial Liabilities
Financial Liabilities
Public warrants [Member] | Level 3 [Member]
Financial Liabilities
Financial Liabilities
Private placement warrants [Member]
Financial Liabilities
Financial Liabilities	219	122
Private placement warrants [Member] | Level 1 [Member]
Financial Liabilities
Financial Liabilities
Private placement warrants [Member] | Level 2 [Member]
Financial Liabilities
Financial Liabilities	219	122
Private placement warrants [Member] | Level 3 [Member]
Financial Liabilities
Financial Liabilities
Working capital warrants [Member]
Financial Liabilities
Financial Liabilities	25	14
Working capital warrants [Member] | Level 1 [Member]
Financial Liabilities
Financial Liabilities
Working capital warrants [Member] | Level 2 [Member]
Financial Liabilities
Financial Liabilities	25	14
Working capital warrants [Member] | Level 3 [Member]
Financial Liabilities
Financial Liabilities
Forward purchase agreement liabilities [Member]
Financial Liabilities
Financial Liabilities	6,653	3,831
Forward purchase agreement liabilities [Member] | Level 1 [Member]
Financial Liabilities
Financial Liabilities
Forward purchase agreement liabilities [Member] | Level 2 [Member]
Financial Liabilities
Financial Liabilities
Forward purchase agreement liabilities [Member] | Level 3 [Member]
Financial Liabilities
Financial Liabilities	6,653	3,831
SAFE Agreements [Member]
Financial Liabilities
Financial Liabilities	1,000
SAFE Agreements [Member] | Level 1 [Member]
Financial Liabilities
Financial Liabilities
SAFE Agreements [Member] | Level 2 [Member]
Financial Liabilities
Financial Liabilities
SAFE Agreements [Member] | Level 3 [Member]
Financial Liabilities
Financial Liabilities	$ 1,000
Replacement warrants [Member]
Financial Liabilities
Financial Liabilities		1,310
Replacement warrants [Member] | Level 1 [Member]
Financial Liabilities
Financial Liabilities
Replacement warrants [Member] | Level 2 [Member]
Financial Liabilities
Financial Liabilities
Replacement warrants [Member] | Level 3 [Member]
Financial Liabilities
Financial Liabilities		$ 1,310

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Warrants Based on a Black Scholes Option Pricing Method	Jun. 30, 2024	Dec. 31, 2023
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	6.05
Measurement Input, Expected Term [Member] | Carlyle Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		7
Measurement Input, Expected Term [Member] | Replacement warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.3
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	60.8
Measurement Input, Price Volatility [Member] | Carlyle Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		77
Measurement Input, Price Volatility [Member] | Replacement warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		78.5
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	4.33
Measurement Input, Risk Free Interest Rate [Member] | Carlyle Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		3.92
Measurement Input, Risk Free Interest Rate [Member] | Replacement warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		5.4
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0
Measurement Input, Expected Dividend Rate [Member] | Carlyle Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0
Measurement Input, Expected Dividend Rate [Member] | Replacement warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Expected Volatility is Determined Based on the Historical Equity Volatility	Jun. 30, 2024	Dec. 31, 2023
VWAP stock price [Member]
Schedule of Expected Volatility is Determined Based on the Historical Equity Volatility [Line Items]
Fair value measurement input	1.15	1.66
Simulation period [Member]
Schedule of Expected Volatility is Determined Based on the Historical Equity Volatility [Line Items]
Fair value measurement input	1.05	1.55
Risk-free interest rate [Member]
Schedule of Expected Volatility is Determined Based on the Historical Equity Volatility [Line Items]
Fair value measurement input	5.07	4.48
Volatility [Member]
Schedule of Expected Volatility is Determined Based on the Historical Equity Volatility [Line Items]
Fair value measurement input	107	95

Reverse Recapitalization (Detai

Reverse Recapitalization (Details) - USD ($) $ in Millions	6 Months Ended	7 Months Ended
	Jun. 30, 2024	Jul. 31, 2023	Dec. 31, 2023
Reverse Recapitalization [Line Items]
Net cash proceeds		$ 19.7
Non-cash net liabilities assumed		$ 10.1
Common shares issued (in Shares)	63,044,287		49,065,361
Common shares outstanding (in Shares)	63,044,287		49,065,361
Cash payments			$ 5.4
Legacy Complete Solaria [Member]
Reverse Recapitalization [Line Items]
Professional fees	$ 15.8
Additional paid-in capital	5.2
Maximum [Member]
Reverse Recapitalization [Line Items]
Additional paid-in capital	$ 15.8
Class A Common Stock [Member] | Merger [Member]
Reverse Recapitalization [Line Items]
Common shares issued (in Shares)	45,290,553
Common shares outstanding (in Shares)	45,290,553
FACT [Member]
Reverse Recapitalization [Line Items]
Additional paid-in capital	$ 10.6

Reverse Recapitalization (Det_2

Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding - shares	6 Months Ended
	Jun. 30, 2024	Mar. 31, 2023
Schedule of Common Stock Outstanding [Line Items]
Ordinary Shares, outstanding prior to Mergers		23,256,504
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
Sponsor [Member]
Schedule of Common Stock Outstanding [Line Items]
Bonus shares issued	193,976
PIPE [Member]
Schedule of Common Stock Outstanding [Line Items]
Bonus shares issued	120,000
Shares issued	1,690,000
FPA [Member]
Schedule of Common Stock Outstanding [Line Items]
Bonus shares issued	150,000
Shares issued	5,558,488
Class A Ordinary Shares [Member]
Schedule of Common Stock Outstanding [Line Items]
Ordinary Shares, outstanding prior to Mergers	34,500,000
Class B Ordinary Shares [Member]
Schedule of Common Stock Outstanding [Line Items]
Ordinary Shares, outstanding prior to Mergers	8,625,000

Forward Purchase Agreements (De

Forward Purchase Agreements (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Dec. 18, 2023	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023	Dec. 31, 2024	Jun. 14, 2024	Dec. 31, 2023
Forward Purchase Agreements [Line Items]
Ordinary shares, par value		$ 0.0001		$ 0.0001				$ 0.0001
Reset price per share		10.56		10.56
Reset floor price		$ 5		$ 5
Other expense income (in Dollars)		$ 2,400
Asset balance (in Dollars)		33,392		$ 33,392				$ 47,322
Other (expense) income (in Dollars)		(2,069)	$ 9,384	(550)	$ 9,701
Liabilities (in Dollars)		125,365		125,365				124,135
Reset floor price	$ 3
Anti-dilution provisions (in Dollars)	$ 10,000	$ 13		$ 13				7
Complete Solaria Common Stock [Member]
Forward Purchase Agreements [Line Items]
Shares issued (in Shares)				6,720,000
Forward Purchase Agreements [Member]
Forward Purchase Agreements [Line Items]
Agregate share purchase (in Shares)				6,720,000
Reset price per share		$ 1		$ 1
Shares issued (in Shares)				6,300,000
Other expense income (in Dollars)				$ 35,500
Other (expense) income (in Dollars)		$ 2,800
Reset floor price	$ 5
Forward Purchase Agreements [Member]
Forward Purchase Agreements [Line Items]
Reset price per share							$ 1
Asset balance (in Dollars)		100		100
Other (expense) income (in Dollars)				2,800
Liabilities (in Dollars)		6,700		6,700				3,800
Forward Purchase Agreements [Member] | Related Party [Member]
Forward Purchase Agreements [Line Items]
Due to related parties (in Dollars)		$ 5,600		$ 5,600				$ 3,200
Sandia Third Amendment [Member]
Forward Purchase Agreements [Line Items]
Sale of stock (in Shares)				1,050,000
Maximum [Member] | Forward Purchase Agreements [Member]
Forward Purchase Agreements [Line Items]
Reset price per share		$ 3		$ 3
Minimum [Member] | VWAP [Member]
Forward Purchase Agreements [Line Items]
Reset price per share		$ 1		$ 1
Forecast [Member]
Forward Purchase Agreements [Line Items]
Per share						$ 1
Forecast [Member] | VWAP [Member]
Forward Purchase Agreements [Line Items]
Reset price per share						$ 1

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Deferred commissions	$ 6,202	$ 4,185
Inventory deposits		616
Other	938	1,016
Total prepaid expenses and other current assets	$ 7,140	$ 5,817

Divestiture (Details)

Divestiture (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
SolarPark Litigation [Member]
Divestiture (Details) [Line Items]
Loss from discontinued operations	$ (2)	$ 2

Divestiture (Details) - Schedul

Divestiture (Details) - Schedule of Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss Related to Discontinued Operations - Discontinued Operations [Member] - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 02, 2023	Jul. 02, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 6,553	$ 25,274
Cost of revenues	7,028	26,507
Gross loss	(475)	(1,233)
Sales and marketing	1,564	4,430
General and administrative	2,706	6,891
Total operating expenses	4,270	11,321
Loss from discontinued operations	(4,745)	(12,554)
Other (expense) income, net	1	1
Loss from discontinued operations before income taxes	(4,744)	(12,553)
Income tax benefit		4
Net loss from discontinued operations	$ (4,744)	$ (12,549)

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Property and Equipment, Net [Abstract]
Depreciation and amortization expense	$ 0.3	$ 0.2	$ 0.7	$ 0.4

Property and Equipment, Net (_2

Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Property and Equipment, Net [Line Items]
Total property and equipment, gross	$ 8,753	$ 7,928
Less: accumulated depreciation and amortization	(4,297)	(3,611)
Total property and equipment, net	$ 4,456	4,317
Developed software [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated Useful Lives	5 years
Total property and equipment, gross	$ 7,876	6,993
Manufacturing equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated Useful Lives	3 years
Total property and equipment, gross	$ 73	131
Furniture and equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated Useful Lives	3 years
Total property and equipment, gross	$ 96	96
Leasehold Improvements [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated Useful Lives	5 years
Total property and equipment, gross	$ 708	$ 708

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Accrued compensation and benefits	$ 4,071	$ 3,969
Customer deposits	243	544
Uninvoiced contract costs		671
Accrued term loan and revolving loan amendment and final payment fees	2,400	2,400
Accrued legal settlements	7,700	7,700
Accrued taxes	931	931
Accrued rebates and credits	28	677
Operating lease liabilities, current	475	607
Accrued warranty, current	1,425	1,433
Other accrued liabilities	8,559	8,938
Total accrued expenses and other current liabilities	$ 25,832	$ 27,870

Other Income, Net (Details)

Other Income, Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Other Income, Net [Abstract]
Other income	$ 2.3	$ 0	$ 2.4	$ 0

Other Income, Net (Details) - S

Other Income, Net (Details) - Schedule of Other Income, Net - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Schedule of Other Income, Net [Line Items]
Loss on conversion of SAFE Agreements to common stock(2)	[1]	$ (1,250)		$ (1,250)
Other, net		(266)	177	(414)	285
Total other income, net		(2,069)	9,384	(550)	9,701
Change in fair value of redeemable convertible preferred stock warrant liability [Member]
Schedule of Other Income, Net [Line Items]
Change in fair value		5	9,207	1,310	9,416
Change in fair value of Carlyle warrants [Member]
Schedule of Other Income, Net [Line Items]
Change in fair value		(3,560)		2,869
Change in fair value of FACT public, private placement and working capital warrants [Member]
Schedule of Other Income, Net [Line Items]
Change in fair value		246		(243)
Change in fair value of forward purchase agreement liabilities [Member]
Schedule of Other Income, Net [Line Items]
Change in fair value	[2]	$ 2,756		$ (2,822)
[1]The SAFE Agreements were entered into with a related party, and the loss on the conversion of the SAFE Agreements to shares of the Company’s common stock is a related party transaction. Refer to Note 14 – SAFE Agreements and Note 19 – Related Party Transactions for further information.[2]The Company entered into forward purchase agreements with related parties in July 2023. The change in the fair value of forward purchase agreement liabilities entered into with related parties includes $2.3 million and zero of income for the thirteen weeks ended June 30, 2024 and July 2, 2023, respectively, and $2.4 million and zero of expense for the twenty-six weeks ended June 30, 2024 and July 2, 2023, respectively.

Common Stock (Details)

Common Stock (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Common Stock [Line Items]
Common stock, shares authorized	1,000,000,000	1,000,000,000
Preferred stock issued
Preferred stock outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock Purchase Agreements [Member]
Common Stock [Line Items]
Shares purchase	1,838,235
Common stock, par value (in Dollars per share)	$ 0.0001
Aggregate purchase price per share (in Dollars per share)	$ 1.36
Aggregate purchase price (in Dollars)	$ 4,999,999.2
Preferred Stock [Member]
Common Stock [Line Items]
Preferred stock, shares authorized	10,000,000

Common Stock (Details) - Schedu

Common Stock (Details) - Schedule of Reserved Shares of Common Stock	Jun. 30, 2024 shares
Schedule of Reserved Shares of Common Stock [Abstract]
Common stock warrants	33,637,266
Employee stock purchase plan	2,628,996
Stock options and RSUs, issued and outstanding	14,498,758
Stock options and RSUs, authorized for future issuance	729,211
Total shares reserved	51,494,231

Warrants (Details)

Warrants (Details) $ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

6 Months Ended

Jul. 31, 2023 $ / shares shares

Jul. 18, 2023 USD ($) $ / shares

Dec. 31, 2022 USD ($)

Jul. 31, 2023 USD ($) $ / shares shares

May 31, 2023 USD ($) $ / shares shares

Oct. 31, 2021 USD ($) $ / shares shares

Aug. 31, 2021 USD ($) $ / shares shares

May 31, 2021 USD ($) $ / shares shares

Jan. 31, 2020 USD ($) $ / shares shares

Jun. 30, 2024 USD ($) $ / shares shares

Jun. 30, 2024 USD ($) $ / shares shares

Jul. 02, 2023 USD ($)

Jun. 17, 2024 $ / shares shares

Apr. 16, 2024 $ / shares

Dec. 31, 2023 USD ($) shares

Oct. 31, 2023 shares

Nov. 30, 2022 $ / shares shares

Feb. 28, 2022 shares

Jul. 31, 2016 $ / shares shares

Feb. 29, 2016 $ / shares shares

Warrants [Line Items]

Warrant to purchase shares | shares

8,625,000

8,625,000

2,190,604

Fair value of warrant (in Dollars) | $

$ (2,625)

$ (9,416)

Outstanding warrants | shares

33,637,266

33,637,266

Common stock issued percentage

2.795%

Common stock outstanding percentage

2.795%

Reduction to additional paid-in capital (in Dollars) | $

$ 1,420

$ 1,420

Expense (in Dollars) | $

$ 9,500

Warrant expire period

July 2028

Exercise shares | shares

2,000,000

Prepaid expenses (in Dollars) | $

938

$ 938

$ 1,016

Carlyle Warrants [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

1,995,879

1,995,879

2,886,952

Number of share exercisable | shares

1,995,879

Fair value of warrant (in Dollars) | $

$ 6,600

Outstanding warrants | shares

1,995,879

1,995,879

Warrant exercise price (in Dollars per share) | $ / shares

$ 0.01

$ 0.01

Warrant [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

1,995,879

1,995,879

656,630

Fair value of warrant (in Dollars) | $

$ 500

Warrant expired term

Jul. 18, 2030

Reduction to additional paid-in capital (in Dollars) | $

10,900

Modification Warrant [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 20,400

Series D-7 Warrants [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 2,400

Warrant exercise price (in Dollars per share) | $ / shares

$ 2.04

$ 2.04

Replacement warrants [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

656,630

Public, Private Placement, and Working Capital Warrants [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

6,266,667

6,266,667

Warrant exercise price (in Dollars per share) | $ / shares

$ 11.5

$ 11.5

Working Capital Warrants [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 30

Series B Warrants [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

100

$ 100

Warrant exercise price (in Dollars per share) | $ / shares

$ 4.3

Series C Warrant [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

148,477

Fair value of warrant (in Dollars) | $

$ 2,300

Warrant exercise price (in Dollars per share) | $ / shares

$ 1

Series C-1 Warrants [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

173,067

Fair value of warrant (in Dollars) | $

$ 100

Warrant exercise price (in Dollars per share) | $ / shares

$ 0.01

SVB Common Stock Warrants [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

2,525

2,473

Fair value of warrant (in Dollars) | $

$ 100

$ 100

Warrant exercise price (in Dollars per share) | $ / shares

$ 0.62

$ 0.38

Promissory Note Common Stock Warrants [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

24,148

Fair value of warrant (in Dollars) | $

$ 100

Warrant exercise price (in Dollars per share) | $ / shares

$ 0.01

November 2022 Common Stock Warrants [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

31,680

78,962

Fair value of warrant (in Dollars) | $

$ 100

Warrant exercise price (in Dollars per share) | $ / shares

$ 0.01

$ 8

Warrant exercised | shares

31,680

July 2023 Common Stock Warrants [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

38,981

38,981

Fair value of warrant (in Dollars) | $

$ 200

Warrant exercise price (in Dollars per share) | $ / shares

$ 0.01

$ 0.01

Class A Common Stock Equals or Exceeds Threshold Two [Member]

Warrants [Line Items]

Warrant exercise price (in Dollars per share) | $ / shares

$ 0.01

$ 0.01

Warrant Consideration [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

6,266,572

6,266,572

Warrant exercise price (in Dollars per share) | $ / shares

$ 11.5

$ 11.5

Warrant term

10 years

10 years

Ayna Warrant [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

6,000,000

Warrant exercise price (in Dollars per share) | $ / shares

$ 0.01

$ 0.01

$ 0.01

Exercise shares | shares

4,000,000

Fair value of warrants | shares

9,200,000

9,200,000

Recognized expense

$1.6

Prepaid expenses (in Dollars) | $

$ 200

$ 200

Additional paid in capital (in Dollars) | $

1,400

1,400

Maximum [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

200

200

Additional paid in capital (in Dollars) | $

15,800

15,800

Maximum [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

3,600

Minimum [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

200

$ 200

Common stock price (in Dollars per share) | $ / shares

$ 1

Minimum [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 2,900

Common Stock [Member]

Warrants [Line Items]

Common stock price (in Dollars per share) | $ / shares

$ 1

$ 1

Reduction to additional paid-in capital (in Dollars) | $

Common stock per share (in Dollars per share) | $ / shares

$ 1

$ 1

Common Stock [Member] | Warrant [Member]

Warrants [Line Items]

Common stock price (in Dollars per share) | $ / shares

$ 0.01

$ 0.01

Ten Days [Member]

Warrants [Line Items]

Warrant vesting shares | shares

350,000

Ten Days [Member] | Warrant [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

350,000

350,000

Thirty Days [Member]

Warrants [Line Items]

Warrant vesting shares | shares

150,000

Thirty Days [Member] | Warrant [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

150,000

150,000

Ninety Days [Member] | Warrant [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

250,000

250,000

Measurement Input, Expected Term [Member]

Warrants [Line Items]

Warrant assumption

6.05

6.05

Measurement Input, Expected Term [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Warrant assumption

7

Measurement Input, Expected Term [Member] | Replacement warrants [Member]

Warrants [Line Items]

Warrant assumption

0.3

Measurement Input, Expected Term [Member] | Series C-1 Warrants [Member]

Warrants [Line Items]

Warrant assumption

10

Measurement Input, Expected Term [Member] | SVB Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

12

12

Measurement Input, Expected Term [Member] | Promissory Note Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

10

Measurement Input, Expected Term [Member] | November 2022 Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

1.5

Measurement Input, Price Volatility [Member]

Warrants [Line Items]

Warrant assumption

60.8

60.8

Measurement Input, Price Volatility [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Warrant assumption

77

Measurement Input, Price Volatility [Member] | Replacement warrants [Member]

Warrants [Line Items]

Warrant assumption

78.5

Measurement Input, Price Volatility [Member] | Series C-1 Warrants [Member]

Warrants [Line Items]

Warrant assumption

62.5

Measurement Input, Price Volatility [Member] | SVB Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

73

73

Measurement Input, Price Volatility [Member] | Promissory Note Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

73

Measurement Input, Price Volatility [Member] | November 2022 Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

78.5

Measurement Input, Risk Free Interest Rate [Member]

Warrants [Line Items]

Warrant assumption

4.33

4.33

Measurement Input, Risk Free Interest Rate [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Warrant assumption

3.92

Measurement Input, Risk Free Interest Rate [Member] | Replacement warrants [Member]

Warrants [Line Items]

Warrant assumption

5.4

Measurement Input, Risk Free Interest Rate [Member] | Series C-1 Warrants [Member]

Warrants [Line Items]

Warrant assumption

1.5

Measurement Input, Risk Free Interest Rate [Member] | SVB Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

1.3

1.7

Measurement Input, Risk Free Interest Rate [Member] | Promissory Note Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

1.5

Measurement Input, Risk Free Interest Rate [Member] | November 2022 Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

4.7

Measurement Input, Expected Dividend Rate [Member]

Warrants [Line Items]

Warrant assumption

0

0

Measurement Input, Expected Dividend Rate [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Warrant assumption

0

Measurement Input, Expected Dividend Rate [Member] | Replacement warrants [Member]

Warrants [Line Items]

Warrant assumption

0

Measurement Input, Expected Dividend Rate [Member] | Series C Warrant [Member]

Warrants [Line Items]

Warrant assumption

Measurement Input, Expected Dividend Rate [Member] | SVB Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

Measurement Input, Expected Dividend Rate [Member] | Promissory Note Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

Measurement Input, Expected Dividend Rate [Member] | November 2022 Common Stock Warrants [Member]

Warrants [Line Items]

Warrant assumption

Black-Scholes model [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 3,400

Black-Scholes model [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 20,400

Black-Scholes model [Member] | Measurement Input, Expected Term [Member]

Warrants [Line Items]

Warrant assumption

7

7

Black-Scholes model [Member] | Measurement Input, Expected Term [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Warrant assumption

7

7

Black-Scholes model [Member] | Measurement Input, Price Volatility [Member]

Warrants [Line Items]

Warrant assumption

73

73

Black-Scholes model [Member] | Measurement Input, Price Volatility [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Warrant assumption

77

77

Black-Scholes model [Member] | Measurement Input, Risk Free Interest Rate [Member]

Warrants [Line Items]

Warrant assumption

1.9

1.9

Black-Scholes model [Member] | Measurement Input, Risk Free Interest Rate [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Warrant assumption

3.9

3.9

Black-Scholes model [Member] | Measurement Input, Expected Dividend Rate [Member]

Warrants [Line Items]

Warrant assumption

Black-Scholes model [Member] | Measurement Input, Expected Dividend Rate [Member] | Carlyle Warrants [Member]

Warrants [Line Items]

Warrant assumption

Series D-7 Preferred Stock [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

518,752

518,752

Warrant exercise price (in Dollars per share) | $ / shares

$ 2.5

$ 2.5

Series D-7 Preferred Stock [Member] | Replacements Warrants [Member]

Warrants [Line Items]

Warrant exercise price (in Dollars per share) | $ / shares

$ 4.09

$ 4.09

Second Tranche Series D-7 preferred stock [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

137,878

137,878

Warrant exercise price (in Dollars per share) | $ / shares

$ 5

$ 5

Common Stock for the First Tranche [Member]

Warrants [Line Items]

Warrant exercise price (in Dollars per share) | $ / shares

$ 2.5

Common Stock for the Second Tranche [Member]

Warrants [Line Items]

Warrant exercise price (in Dollars per share) | $ / shares

$ 5

Series D-7 Preferred Stock Converted into Warrants to Purchase [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

1,376,414

Series B Preferred Stock [Member]

Warrants [Line Items]

Warrant to purchase shares | shares

5,054

Series C Preferred Stock [Member]

Warrants [Line Items]

Number of share exercisable | shares

482,969

Public Warrants [Member] | Public, Private Placement, and Working Capital Warrants [Member]

Warrants [Line Items]

Warrant exercise price (in Dollars per share) | $ / shares

$ 11.5

$ 11.5

Private Placement Warrants [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 6,700

Working capital warrants | shares

716,668

716,668

Private Placement Warrants [Member] | Warrant [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 300

Private Placement Warrants [Member] | Maximum [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 10

10

Private Placement Warrants [Member] | Minimum [Member]

Warrants [Line Items]

Fair value of warrant (in Dollars) | $

$ 10

$ 10

Warrants (Details) - Schedule o

Warrants (Details) - Schedule of Liability-Classified Warrants - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Liability-Classified Warrants [Line Items]
Total liability classified warrants	$ 7,192	$ 11,127
Carlyle warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Total liability classified warrants	6,646	9,515
Replacement warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Total liability classified warrants		1,310
Public warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Total liability classified warrants	302	167
Private placements warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Total liability classified warrants	219	122
Working capital warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Total liability classified warrants	$ 25	$ 13

Borrowings (Details)

Borrowings (Details)					3 Months Ended			6 Months Ended		12 Months Ended
	May 01, 2024 USD ($) $ / shares shares	Oct. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Oct. 01, 2023 USD ($)	Jul. 02, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jul. 02, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Apr. 16, 2024 $ / shares	Mar. 31, 2024 USD ($)	Dec. 31, 2018 USD ($)
Borrowings and SAFE Agreements [Line Items]
Interest expense recognized								$ 1,000,000
Purchase of warrant (in Shares) | shares					8,625,000			8,625,000		2,190,604
Cash payment										$ 5,400,000
Revenues					$ 4,492,000		$ 25,620,000	$ 14,532,000	$ 42,297,000
2018 Bridge Notes [Member]
Borrowings and SAFE Agreements [Line Items]
Convertible secured notes														$ 3,400,000
Simple interest rate					8%			8%						8%
Carrying value								$ 11,700,000		11,000,000
Interest expense recognized					$ 400,000		300,000	700,000	600,000
Debt in CS Solis [Member]
Borrowings and SAFE Agreements [Line Items]
Carlyle contributed					$ 25,600,000			$ 25,600,000
Redemption price percentage								10.50%
Investment dividend payable percentage					25%			25%
Warrant to purchase shares (in Shares) | shares					2,745,879			5,978,960
Price per share (in Dollars per share) | $ / shares					$ 0.01			$ 0.01
Purchase of shares (in Shares) | shares								4,132,513
Common stock price (in Dollars per share) | $ / shares					$ 0.01			$ 0.01
Outstanding warrants (in Shares) | shares					1,995,879
Debt agreement descriptions								(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 Company’s unaudited condensed consolidated statements of operations and comprehensive loss.
Loss on extinguishment						$ 10,300,000
Fair value of short term debt					$ 28,400,000			$ 28,400,000
Redemption amount								35,800,000
Short term debt					37,200,000			37,200,000		33,300,000
Interest expense					1,300,000		800,000	3,900,000	1,500,000
Amortization of issuance costs					0		300,000	0	700,000
Estimated fair value of debt					37,200,000			$ 37,200,000
Minimum [Member]
Borrowings and SAFE Agreements [Line Items]
Price per share (in Dollars per share) | $ / shares												$ 1
Minimum [Member] | 2018 Bridge Notes [Member]
Borrowings and SAFE Agreements [Line Items]
Maturity date				Dec. 13, 2022
Increased repayment premium, percentage								110%
Maximum [Member] | 2018 Bridge Notes [Member]
Borrowings and SAFE Agreements [Line Items]
Maturity date				Dec. 13, 2023
Increased repayment premium, percentage								120%
Common Stock Purchase Agreement [Member]
Borrowings and SAFE Agreements [Line Items]
Issuance of shares (in Shares) | shares	9,800,000
Exercise price per share (in Dollars per share) | $ / shares	$ 0.62
Cash payment	$ 3,750,000
Revenues	$ 100,000,000
Common Stock Purchase Agreement [Member] | Kline Hill Warrants [Member]
Borrowings and SAFE Agreements [Line Items]
Purchase of warrant (in Shares) | shares	3,700,000
Exercise price per share (in Dollars per share) | $ / shares	$ 0.125
Revenues	$ 10,000,000
Polar Settlement Agreement [Member]
Borrowings and SAFE Agreements [Line Items]
Pay return capital			$ 500,000
Balance owed amount													$ 300,000
Revolving Loan Member]
Borrowings and SAFE Agreements [Line Items]
Interest expense recognized					200,000		200,000	$ 400,000	300,000
Annual interest rate								7.75%
Prime rate plus								4.50%
Revolving loan outstanding					5,000,000			$ 5,000,000
Principal balance								$ 5,500,000		5,100,000
Revolving Loan Member] | SCI Loan Agreement [Member]
Borrowings and SAFE Agreements [Line Items]
Maturity date								Oct. 31, 2023
Revolving loan		$ 5,000,000
Revolving Loan Member] | Solaria [Member]
Borrowings and SAFE Agreements [Line Items]
Other liabilites					1,900,000			$ 1,900,000
Revolving Loan Member] | Kline Hill Partners Opportunity IV SPV LLC [Member]
Borrowings and SAFE Agreements [Line Items]
Interest expense recognized		$ 5,000,000
Secured Credit Facility [Member]
Borrowings and SAFE Agreements [Line Items]
Interest expense recognized					$ 400,000		$ 1.3		$ 3,100,000
Borrowing percentage				70%							70%
Vendor purchase net amount											$ 10,000,000
Reborrowed credit facility				$ 20,000,000
Balance outstanding								13,100,000		12,200,000
Accrued financing cost								$ 5,500,000		$ 4,500,000
Class B Membership Units [Member] | Debt in CS Solis [Member]
Borrowings and SAFE Agreements [Line Items]
Membership units					100
Class A Membership Units [Member] | Debt in CS Solis [Member]
Borrowings and SAFE Agreements [Line Items]
Membership units					100

Borrowings (Details) - Schedul

Borrowings (Details) - Schedule of Borrowings - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Borrowings (Details) - Schedule of Borrowings [Line Items]
Total notes payable	$ 30,377	$ 28,657
Debt in CS Solis	37,152	33,280
Total notes payable and convertible notes, net	67,529	61,937
Less current portion	(67,529)	(61,937)
Notes payable and convertible notes, net of current portion
2018 Bridge Notes [Member]
Borrowings (Details) - Schedule of Borrowings [Line Items]
Total notes payable	11,731	11,031
Revolver Loan [Member]
Borrowings (Details) - Schedule of Borrowings [Line Items]
Total notes payable	5,522	5,168
Secured Credit Facility [Member]
Borrowings (Details) - Schedule of Borrowings [Line Items]
Total notes payable	13,124	12,158
Polar Settlement Agreement [Member]
Borrowings (Details) - Schedule of Borrowings [Line Items]
Total notes payable		$ 300

SAFE Agreements (Details)

SAFE Agreements (Details)	May 13, 2024	Apr. 21, 2024	Feb. 15, 2024	Jan. 31, 2024
First SAFE [Member]
SAFE Agreements [Line Items]
Ddescription of safe agreement for future equity terms and conditions				On January 31, 2024, the Company entered into a simple agreement for future equity (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”), a related party, in connection with the Purchaser investing $1.5 million in the Company. The First SAFE does not accrue interest. The First SAFE was initially convertible into shares of the Company’s common stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company would have issued and sold shares of its common stock at a fixed valuation (an “Equity Financing”), at a per share conversion price which was equal to the lower of (i) (a) $53.54 million divided by (b) the Company’s capitalization immediately prior to such Equity Financing (such conversion price, the “SAFE Price”), and (ii) 80% of the price per share of its common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the First SAFE, the Purchaser would have been automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of shares of common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) the Company’s capitalization immediately prior to such liquidity event (the “Liquidity Price”), subject to certain adjustments as set forth in the First SAFE. The First SAFE was convertible into a maximum of 1,431,297 shares of the Company’s common stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price per share of the Company’s common stock on January 31, 2024, multiplied by (ii) 80%.
Description of simple agreement for future equity amendment		On April 21, 2024, the Company entered into an amendment (“First SAFE Amendment”) that converted the First SAFE investment of $1.5 million to 4,166,667 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%.
Second SAFE {Member]
SAFE Agreements [Line Items]
Ddescription of safe agreement for future equity terms and conditions			On February 15, 2024, the Company entered into a simple agreement for future equity (the “Second SAFE”) with the Purchaser, a related party, in connection with the Purchaser investing $3.5 million in the Company. The First SAFE does not accrued interest. The Second SAFE was initially convertible into shares of the Company’s common stock upon the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i) the SAFE Price, and (ii) 80% of the price per share of Common Stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of Common Stock equal to $3.5 million divided by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible into a maximum of 3,707,627 shares of the Company’s common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing per share price of its common stock on February 15, 2024, multiplied by (ii) 80%.
Description of simple agreement for future equity amendment		On April 21, 2024, the Company entered into an amendment (“Second SAFE Amendment”) that the Second SAFE investment of $3.5 million to 9,722,222 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%.
Third SAFE [Member]
SAFE Agreements [Line Items]
Ddescription of safe agreement for future equity terms and conditions	On May 13, 2024, the Company entered into a simple agreement for future equity (the “Third SAFE”) with the Purchaser in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE is convertible into shares of the Company’s common stock upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of it common stock in an Equity Financing, at a per share conversion price which is equal to 50% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummates a change of control prior to the termination of the Third SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as set forth in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company’s common stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Company’s common stock on May 13, 2024, multiplied by (ii) 50%.

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jul. 31, 2023
Stock-Based Compensation [Line Items]
Stock-based compensation costs	1 year 2 months 23 days
Service-based options [Member]
Stock-Based Compensation [Line Items]
Unrecognized stock-based compensation costs	$ 21
RSU [Member]
Stock-Based Compensation [Line Items]
Unrecognized stock-based compensation costs
2023 Incentive Equity Plan [Member]
Stock-Based Compensation [Line Items]
Shares issued under plan		8,763,322
ISOs under the 2023 Plan [Member]
Stock-Based Compensation [Line Items]
Shares issued under plan		26,289,966

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of Summary of Stock Option Activity - Stock Option [Member] $ / shares in Units, $ in Thousands		6 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares
Summary of Summary of Stock Option Activity [Line Items
Number of shares, outstanding, | shares	11,716,646	14,440,661
Weighted average exercise price per share, outstanding, | $ / shares	$ 3.48	$ 2.83
Weighted Average Contractual Term (Years), outstanding,	8 years 6 months 10 days	8 years 5 months 23 days
Aggregate Intrinsic Value, outstanding | $	$ 2,756	$ 3,197
Number of shares, Vested and expected to vest | shares		14,440,661
Weighted average exercise price per share, Vested and expected to vest | $ / shares		$ 2.83
Weighted Average Contractual Term (Years), Vested and expected to vest		8 years 5 months 23 days
Aggregate Intrinsic Value, Vested and expected to vest | $		$ 3,197
Number of Shares, Vested and exercisable | shares		5,092,830
Weighted Average Exercise Price per Share, Vested and exercisable | $ / shares		$ 4.07
Weighted Average Contractual Term (Years), Vested and exercisable		4 years 9 months 25 days
Aggregate Intrinsic Value , Vested and exercisable | $		$ 750
Number of shares, Options granted | shares		6,121,251
Weighted average exercise price per share, Options granted | $ / shares		$ 0.93
Number of shares, Options exercised | shares		(90,038)
Weighted average exercise price per share, Options exercised | $ / shares		$ 0.66
Number of shares, Options canceled | shares		(3,307,198)
Weighted average exercise price per share, Options canceled | $ / shares		$ 1.64

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of Summary of RSU Activity - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of Summary of RSU Activity [Line Items]
Number of RSUs, Unvested, Beginning balance | shares	58,097
Weighted average grant date fair value, Unvested, Beginning balance | $ / shares	$ 2.07
Number of RSUs, Granted | shares
Weighted average grant date fair value, Granted | $ / shares
Number of RSUs, Vested and released | shares
Weighted average grant date fair value, Vested and released | $ / shares
Number of RSUs, Cancelled or forfeited | shares
Weighted average grant date fair value, Cancelled or forfeited | $ / shares
Number of RSUs, Unvested , Ending balance | shares	58,097
Weighted average grant date fair value, Unvested, Ending balance | $ / shares	$ 2.07

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details) - Schedule of Stock Based Compensation Expense - Share-Based Payment Arrangement [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Schedule of Stock Based Compensation Expense [Line Items]
Total stock-based compensation expense from continuing operations	$ 1,229	$ 472	$ 2,570	$ 742
Stock-based compensation from discontinued operations, net of tax		548		1,300
Total stock-based compensation expense	1,229	1,020	2,570	2,042
Cost of revenues [Member]
Schedule of Stock Based Compensation Expense [Line Items]
Total stock-based compensation expense from continuing operations	29	20	56	31
Sales and marketing [Member]
Schedule of Stock Based Compensation Expense [Line Items]
Total stock-based compensation expense from continuing operations	214	100	430	194
General and administrative [Member]
Schedule of Stock Based Compensation Expense [Line Items]
Total stock-based compensation expense from continuing operations	$ 986	$ 352	$ 2,084	$ 517

Employee Stock Purchase Plan (D

Employee Stock Purchase Plan (Details)	6 Months Ended
	Jun. 30, 2024 shares
Employee Stock Purchase Plan [Line Items]
Percentage of fair market values of stock	85%
Shares reserved for future issuance	51,494,231
Employee Stock Purchase Plan [Member]
Employee Stock Purchase Plan [Line Items]
Shares reserved for future issuance	2,628,996

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($) $ in Thousands							1 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2024	Jun. 17, 2024	Mar. 15, 2024	Aug. 24, 2023	Mar. 16, 2023	Jul. 22, 2021	Feb. 28, 2023	Jan. 31, 2023	Jun. 30, 2024	Dec. 31, 2023	Feb. 22, 2024
Commitments and Contingencies [Line Items]
Loss contingency in accrued expenses and other current liabilities										$ 7,900
Damages amount					$ 220,000	$ 6,900
Subsidiaries indemnity obligations											$ 6,900
Legal loss									6,900	$ 6,900
Breach of contract				$ 6,000
Letters of credit	3,800								3,800
Restricted cash accounts	3,800								$ 3,800
SolarPark Korea Co., LTD [Member]
Commitments and Contingencies [Line Items]
Demanded amount								$ 80,000
Damages amount							$ 26,400
Attorney [Member]
Commitments and Contingencies [Line Items]
Fees, expenses, and pre-judgment interest			$ 2,670
Attorneys’ fees and costs		$ 2,000
Legal loss	$ 2,000
China Bridge [Member]
Commitments and Contingencies [Line Items]
Advisory fee				6,000
Complete Solaria [Member]
Commitments and Contingencies [Line Items]
Advisory fee				$ 6,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Warranty period	10 years								10 years
Maximum [Member]
Commitments and Contingencies [Line Items]
Warranty period	30 years								30 years

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of Activity by Period Relating to the Company’s Warranty Provision - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Activity by Period Relating to the Company’s Warranty Provision [Abstract]
Warranty provision, beginning of period	$ 4,849	$ 3,981
Accruals for new warranties issued	361	2,968
Settlements	(370)	(2,100)
Warranty provision, end of period	4,840	4,849
Warranty provision, current	1,424	1,433
Warranty provision, noncurrent	$ 3,416	$ 3,416

Basic and Diluted Net Loss Pe_3

Basic and Diluted Net Loss Per Share (Details) - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023
Basic and Diluted Net Loss Per Share [Abstract]
Dividends declared

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		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Numerator:
Net loss from continuing operations	$ (13,887)	$ (6,766)	$ (23,475)	$ (22,475)
Net loss from discontinued operations	(2,007)	(4,744)	(2,007)	(12,549)
Net loss	$ (15,894)	$ (11,510)	$ (25,482)	$ (35,024)
Denominator:
Weighted average common shares outstanding, basic	61,111,005	27,671,302	54,941,543	27,638,062
Net loss per share:
Continuing operations – basic	$ (0.23)	$ (0.24)	$ (0.43)	$ (0.81)
Discontinued operations – basic	(0.03)	(0.17)	(0.03)	(0.46)
Net loss per share – basic	$ (0.26)	$ (0.41)	$ (0.46)	$ (1.27)

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		6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders [Abstract]
Weighted average common shares outstanding, diluted (in Shares)	61,111,005	27,671,302	54,941,543	27,638,062
Continuing operations – diluted	$ (0.23)	$ (0.24)	$ (0.43)	$ (0.81)
Discontinued operations – diluted	(0.03)	(0.17)	(0.03)	(0.46)
Net loss per share – diluted	$ (0.26)	$ (0.41)	$ (0.46)	$ (1.27)

Basic and Diluted Net Loss Pe_6

Basic and Diluted Net Loss Per Share (Details) - Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share - shares	6 Months Ended
	Jun. 30, 2024	Jul. 02, 2023
Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share [Line Items]
Potential common shares excluded from diluted net loss per share	37,465,217	7,851,782
Common stock warrants [Member]
Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share [Line Items]
Potential common shares excluded from diluted net loss per share	23,024,556	1,157,784
Stock options and RSUs issued and outstanding [Member]
Schedule of Potential Common Shares Excluded from Computation of Diluted Net Loss Per Share [Line Items]
Potential common shares excluded from diluted net loss per share	14,440,661	6,693,998

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended			3 Months Ended			6 Months Ended		9 Months Ended	12 Months Ended
	Oct. 30, 2023	Sep. 30, 2023	Jul. 31, 2023	Jun. 30, 2023	Jun. 30, 2024	Mar. 31, 2024	Jul. 02, 2023	Jun. 30, 2024	Jul. 02, 2023	Jun. 30, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
PIPE proceeds received			$ 12,100,000	$ 3,500,000
Other expense								$ 2,400,000
Other income					$ 2,400,000
Liability associated with the FPAs					5,600,000			$ 5,600,000			$ 3,200,000
Paid to related party											200,000
Purchase price	$ 5,000,000
Received proceeds from the SAFE						$ 6,000,000
Converted shares (in Shares)								13,888,889
Recognized loss								$ 1,300,000
Related Party [Member]
Related Party Transactions [Line Items]
PIPE proceeds received			$ 3,500,000
Shares issued as a transaction bonus (in Shares)			120,000
Rodgers Massey Freedom and Free Markets Charitable Trust [Member]
Related Party Transactions [Line Items]
Coverted value						5,000,000
Rodgers Massey [Member]
Related Party Transactions [Line Items]
Deposit					2,000,000			2,000,000
Two Thousand Twenty Two Convertible Notes [Member]
Related Party Transactions [Line Items]
Promissory notes paid										$ 12,100,000
Fair value of acquisition				$ 6,700,000						$ 6,700,000
Accrues rate										5%
Interest expense					$ 0		$ 200,000	$ 0	$ 400,000
Forward Purchase Agreement [Member]
Related Party Transactions [Line Items]
Other expense											$ 30,700,000
Other income			$ 300,000
Settlement Agreement [Member]
Related Party Transactions [Line Items]
Agreed to pay related party		$ 500,000
Paid to related party						$ 300,000
Investor [Member] | Two Thousand Twenty Two Convertible Notes [Member]
Related Party Transactions [Line Items]
Promissory notes paid										$ 33,300,000
Common Stock [Member] | Complete Solaria [Member]
Related Party Transactions [Line Items]
Issuance of common stock (in Shares)											5,670,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)							6 Months Ended
	Jul. 01, 2028	Jul. 05, 2026	Aug. 05, 2024	Jul. 31, 2024	Jul. 16, 2024	Jul. 01, 2024	Jun. 30, 2024	Jul. 17, 2024	Dec. 31, 2023
Subsequent Events [Line Items]
Common stock, par value (in Dollars per share)							$ 0.0001		$ 0.0001
Good faith deposit							$ 2,000,000
Expenses							$ 2,400,000
Convertible Note [Member]
Subsequent Events [Line Items]
Bear interest rate							12%
Maturity date							Jul. 01, 2029
Accrue at a rate							12%
Subsequent Event [Member]
Subsequent Events [Line Items]
Senior notes				$ 10,000,000
Terms of senior notes				$ 10,000,000
Interest rate payable				12%
Senior notes not redeem				$ 10,000,000
Additional notes to interest parties				10,000,000
Percentage of average daily trading volume					45%
Break-up fee			$ 1,350,000
Subsequent Event [Member] | Convertible Senior Notes [Member]
Subsequent Events [Line Items]
Investment in convertible notes				$ 10,000,000
Subsequent Event [Member] | Senior Notes [Member]
Subsequent Events [Line Items]
Maturity term				5 years
Conversion of shares (in Shares)				500
Principal amount				$ 1,000
Conversion price per share (in Dollars per share)				$ 2
Subsequent Event [Member] | Minimum [Member]
Subsequent Events [Line Items]
Consecutive trading days				20 days
Subsequent Event [Member] | Maximum [Member]
Subsequent Events [Line Items]
Consecutive trading days				30 days
Subsequent Event [Member] | Common Stock [Member]
Subsequent Events [Line Items]
Amount divided by closing price of common stock					$ 4,500,000
Subsequent Event [Member] | Common Stock [Member] | Senior Notes [Member]
Subsequent Events [Line Items]
Share price (in Dollars per share)				$ 3
Subsequent Event [Member] | Forward Purchase Agreement [Member]
Subsequent Events [Line Items]
Aggregate amount								$ 2,450,000
Subsequent Event [Member] | Carlyle [Member] | Convertible Note [Member]
Subsequent Events [Line Items]
Original principal amount						$ 10,000,000
Subsequent Event [Member] | Kline Hill [Member] | Convertible Note [Member]
Subsequent Events [Line Items]
Original principal amount						$ 7,972,731
Subsequent Event [Member] | Kline Hill [Member] | Common Stock [Member]
Subsequent Events [Line Items]
Issuance of shares (in Shares)						1,500,000
Common stock, par value (in Dollars per share)						$ 0.0001
Subsequent Event [Member] | White Lion SPA [Member]
Subsequent Events [Line Items]
Aggregate gross purchase price					$ 30,000,000
Percentage of common stock outstanding					9.99%
Subsequent Event [Member] | Stalking Horse APA [Member]
Subsequent Events [Line Items]
Expenses			$ 600,000
Thurman “T.J.” Rodgers [Member] | Convertible Note [Member]
Subsequent Events [Line Items]
Original principal amount							$ 18,000,000
Forecast [Member]
Subsequent Events [Line Items]
Senior notes not redeem		$ 10,000,000
Forecast [Member] | Common Stock [Member]
Subsequent Events [Line Items]
Share price (in Dollars per share)	$ 2.6
Forecast [Member] | Common Stock [Member] | Minimum [Member]
Subsequent Events [Line Items]
Number of trading days	20 days
Forecast [Member] | Common Stock [Member] | Maximum [Member]
Subsequent Events [Line Items]
Number of trading days	30 days