United States securities and exchange commission logo
March 10, 2023
Adam Gishen
Chief Executive Officer
Freedom Acquisition I Corp.
14 Wall Street, 20th Floor
New York, NY 10005
Re: Freedom Acquisition
I Corp.
Registration
Statement on Form S-4
Filed on February
10, 2023
File No. 333-269674
Dear Adam Gishen:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed February 10, 2023
Certain Defined Terms, page 3
1. See the reference for
Complete Solaria, meaning Complete Solaria, Inc. (f/k/a Complete
Solar Holdings
Corporation). Please disclose here and elsewhere in the filing if after the
Business Combination,
this entity will change its name and disclose the new name. In
this regard, we note
that Freedom Acquisition I Corp. will change its name to Complete
Solaria, Inc. following
the Domestication and Business Combination. Please expand to
discuss any proposed
name change for Complete Solaria, the entity being acquired in the
First and Second
Mergers. With respect to the Additional Merger of Solaria with and into
the Third Merger Sub,
expand to disclose if Solaria will continue to retain its name.
Adam Gishen
FirstName LastNameAdam
Freedom Acquisition I Corp.Gishen
Comapany
March NameFreedom Acquisition I Corp.
10, 2023
March2 10, 2023 Page 2
Page
FirstName LastName
Questions and Answers about the Business Combination and the Special Meeting
What equity stake will current FACT shareholders and Complete Solaria's
stockholders hold in
New Complete Solaria after the Closing, page 35
2. Refer to the table of Assuming Maximum Redemption, and explain here,
and wherever
applicable, why the initial shares of 4,224,000 differ from the
5,224,000 shares shown in
the other two redemption scenarios. Provide an explanation for the
1,000,000 share
difference and also why the decrease is only reflected for the maximum
redemption
scenario. Further, clarify if the line item description of initial
shares refers to the Sponsor
and affiliate shares or founder shares and explain where or why there
are not also reflected
8,625,000 shares representing the outstanding Class B ordinary shares,
to be converted
into shares of New Complete Solaria common stock. Reference is made to
your
disclosures for these differences in footnotes (1) and (2) to the
table on page 216. Please
also provide herein on page 35, including the paragraph discussion of
the earnout shares
and their potential vesting. Explain also what happens to the earn out
shares if they do not
become vested.
What underwriting fees are payable in connection with the Business
Combination?, page 36
3. We understand that J.P. Morgan and DBSI, underwriters in your SPAC
IPO, intend to
waive the deferred underwriting commissions that would otherwise be
due to it upon the
closing of the business combination. Please disclose how this waiver
was obtained, why
the waiver was agreed to, and clarify the SPAC s current
relationship with the firms.
4. Please describe what relationship existed between J.P. Morgan, DBSI
and FACT after the
close of the IPO, including any financial or merger-related advisory
services conducted by
the firms. For example, clarify whether the firms had any role in the
identification or
evaluation of business combination targets.
5. Please tell us whether you are aware of any disagreements with J.P.
Morgan or DBSI
regarding the disclosure in your registration statement.
6. Disclose whether J.P. Morgan or DBSI provided you with any reasons for
the fee waivers.
If there was no dialogue and you did not seek out the reasons why the
firms were waiving
deferred fees, despite already completing their services, please
indicate so in your
registration statement. Further, revise the risk factor disclosure to
explicitly clarify that the
firms have performed all their obligations to obtain the fee and
therefore is gratuitously
waiving the right to be compensated.
7. Please provide us with any correspondence between J.P. Morgan, DBSI
and FACT or
Complete Solaria relating to the resignations.
Adam Gishen
FirstName LastNameAdam
Freedom Acquisition I Corp.Gishen
Comapany
March NameFreedom Acquisition I Corp.
10, 2023
March3 10, 2023 Page 3
Page
FirstName LastName
8. Please provide us with the engagement letters between Complete Solaria
and the firms.
Please disclose any ongoing obligations of the company pursuant to the
engagement letter
that will survive the termination of the engagement, such as
indemnification provisions,
rights of first refusal, and lockups, and discuss the impacts of those
obligations on the
company in the registration statement.
9. Please revise your disclosure to highlight for investors that the
firms' withdrawals
indicate that they do not want to be associated with the disclosure or
underlying business
analysis related to the transaction.
10. Please discuss the potential impact on the transaction related to the
resignations if J.P.
Morgan and DBSI. If either of the firms would have played a role in
the closing, please
revise to identify the party who will be filling their roles.
11. Noting the disclosure that FACT expects the balance of the aggregate
deferred fee to be
waived, please revise to clarify whether Morgan Stanley or any of the
other underwriters
listed in the underwriting agreement have waived their entitlement to
the deferred
compensation.
Comparative Historical and Unaudited Pro Forma Per Share Financial Information,
page 54
12. Please expand to also disclose the amount of historical and pro forma
net book value per
share of common stock as of September 30, 2022. We note the indication
in the first
paragraph on page 55 that such data is provided.
Non-Redemption Agreements; Financing Transactions, page 112
13. Wherever applicable throughout your proxy statement/prospectus, please
provide more
prominent disclosure regarding the material terms of your
Non-Redemption Agreements,
including the impact on your investors should you undertake to
exercise the
Agreements you describe, and any pre-planned forms of consideration to
be paid to such
shareholders. Disclose the benefits to the Sponsor and its affiliates
in executing the Non-
Redemption Agreements, including whether and to what extent these
agreements ensure
that the business combination will be approved and that there is a
sufficient amount of
cash in the SPAC's trust account.
Certain Unaudited Complete Solaria Prospective Financial Information, page 143
14. We note your disclosure that the financial projections are based on
numerous assumptions.
Please expand to disclose whether the projections are in line with
historic operating
trends. Address why the change in trends is appropriate or assumptions
are reasonable.
While you have a history of operating losses, the forecasts project
increasing total net
income. Clearly describe the basis for projecting this growth and the
factors or
contingencies that would affect such growth ultimately materializing.
Adam Gishen
FirstName LastNameAdam
Freedom Acquisition I Corp.Gishen
Comapany
March NameFreedom Acquisition I Corp.
10, 2023
March4 10, 2023 Page 4
Page
FirstName LastName
Certain Material U.S. Federal Income Tax Considerations, page 195
15. We note that pursuant to the Business Combination Agreement, the
parties intend that the
merger will qualify as a tax-free "reorganization" within the meaning
of Section 368(a).
Please revise your disclosure beginning on page 195 to address Section
368(a) and any
consequences to shareholders of FACT and Complete Solaria. Please also
make similar
revisions to the Questions and Answers section beginning on page 42.
To the extent that
you intend to file a short form tax opinion as Exhibit 8.1, please
also revise your
discussion on page 195 to reflect the fact that the discussion is the
opinion of counsel.
Unaudited Pro Forma Condensed Combined Balance Sheet , page 217
16. Please expand the equity the stockholders' equity section to disclose
the par values and the
number of outstanding historical Class A ordinary shares and Class B
ordinary shares for
FACT, the number of outstanding historical common shares of both
Complete Solar and
Solaria, and the number of outstanding common shares for New Complete
Solaria
assuming the no redemption, maximum redemption and $70 million in
Trust redemption
scenarios.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page
222
17. Refer to Note (G) on page 224 and the disclosure regarding the
issuances of New
Complete Solaria common stock resulting from the recapitalization and
exchange of
outstanding Complete Solar's equity. Please consider including a
sub-table within this
footnote to reconcile to the total issuance of 37,005,409 share of New
Complete Solaria,
Inc. common stock to be issued to Complete Solaria's shareholders as
shown in the table
on page 216. Within such table, please provide a description for each
category, such as
the number of shares attributable to the recapitalization of the
preferred stock, the
common stock, and each debt exchange (i.e., the share exchange on the
RMRLT Rollover
Note discussed in Note (D)).
18. Refer to Note (K) on page 225. Please provide further details for the
tabular line item
Conversion of Solaria SAFE in the amount of $60.4 million. Please
reconcile with the
$50.2 million amount shown in the first table of Note (M) on page 226.
19. We note your adjustment (L) includes the waiver of deferred
underwriting and legal fees.
Please explain why you are adjusting pro forma retained earnings,
rather than additional
paid-in-capital for what appears to be a capital contribution.
20. Refer to Note (M) on page 226 along with the discussion at the top of
page 215 regarding
the accounting treatment for Complete Solar's acquisition of Solaria.
We note that Solaria
tended to be the larger entity in terms of assets and liabilities and
that its results of
operations were fairly comparable to those of Complete Solar. Please
further tell us and
Adam Gishen
Freedom Acquisition I Corp.
March 10, 2023
Page 5
disclose how you determined "the Company was the primary beneficiary
of Solaria", as
you state on page 261 of your document.
21. Refer to Note (P) on page 228. We note that after the payment of
$289.7 million in cash
under the $70 million in Trust redemption scenario that the remaining
cash balance shown
on the pro forma balance sheet on page 217 appears to be substantially
less than $70
million. Please further explain the purpose of this redemption
scenario and its relation
to having $70 million in the trust account as part of the Business
Combination Agreement.
Note 5. Net Loss Per Share, page 230
22. We note a discrepancy in the number of weighted average shares
disclosed for the nine
months ended September 30, 2022 for the maximum redemption scenario as
shown in this
table and elsewhere as compared to the corresponding number of
weighted average
shares disclosed on page 220. In this regard, page 220 discloses
44,855,892 shares
whereas in Note 5 and elsewhere you disclose 44,866,892 shares. Please
resolve the
discrepancy accordingly.
Business of Complete Solaria, Inc., page 244
23. We note your disclosure that you rely on a select number of
third-party manufacturers.
Please tell us what consideration you gave to Item 601(b)(10)(ii) of
Regulation S-K.
24. Please clarify whether Complete Solaria offers financing solutions to
its end-customers or
sales partners. If so, please describe the financing solutions that
you offer. In this regard,
we note your disclosure that "Complete Solaria as a full renewable
energy system operator
with compelling customer offerings, advanced technology, financing
solutions, and
project fulfillment."
25. Please expand your disclosure in this section as it relates to your
principal products,
including your solar modules and panels. Refer to Item 101(c) of
Regulation S-K.
26. Please revise your disclosure in this section to clarify and expand
Complete Solaria's
relationship to its Pro Partner Network and solar distributors. In
this regard, we note that
"dealer commissions" represents a significant portion of your revenue.
27. We note your disclosure that your third-party manufacturers "operate at
scales greater than
one gigawatt of module manufacturing capacity." Please revise here to
clarify your
statement, including whether your third-party manufacturers have devoted
this stated
module manufacturing capacity exclusively to Complete Solaria. Further,
please clarify
FirstName LastNameAdam Gishen
whether you contract all or a portion of your module manufacturing to
third-parties. In this
Comapany NameFreedom
regard, we note yourAcquisition I Corp.
disclosure on page 60 that "Complete Solaria
outsources a portion of
March module
10, 2023manufacturing
Page 5 to contract manufacturers."
FirstName LastName
Adam Gishen
FirstName LastNameAdam
Freedom Acquisition I Corp.Gishen
Comapany
March NameFreedom Acquisition I Corp.
10, 2023
March6 10, 2023 Page 6
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Complete Solar, page 260
28. We note that higher supply chain costs have impacted your results of
operations. Please
enhance your disclosure to clarify whether supply chain disruptions
materially affect your
outlook or business goals. Specify whether these challenges have
materially impacted
your results of operations or capital resources and quantify, to the
extent possible, how
your sales, profits, and/or liquidity have been impacted. In this
regard, we note your
disclosure on page 60 that "there are a limited number of inverter
suppliers," and that
certain of your raw materials "have experienced limited availability."
Beneficial Ownership of Securities, page 294
29. Please provide a pre-business combination beneficial ownership table
for Complete
Solaria as of the most recent practicable date. Refer to Item 18(a)(5)
of Form S-4.
Independent Auditor's Report - The Solaria Corporation, page F-122
30. Please include the City and State of the auditor and also state the
year the auditor began
serving as the auditor. Refer to Rule 2-02(a)(3) of Regulation S-X and
PCAOB AS No.
3101, paragraph .10(b) and (c).
Audited Financial Statements - The Solaria Corporation
Consolidated Statements of Operations and Comprehensive Loss, page F-125
31. Notwithstanding that this entity was subsequently acquired in November
2022 by
Complete Solaria and became wholly-owned, please disclose on page
F-125 or in the
footnotes thereto, and also in the interim financial statements on
page F-161, the net loss
per share data, including the number of weighted average shares
outstanding for each
period presented. We note your inclusion of the net loss per share
data in the comparative
historical per share data on page 54 and the unaudited pro forma
financial statements on
pages 219 and 220.
General
32. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
Adam Gishen
FirstName LastNameAdam
Freedom Acquisition I Corp.Gishen
Comapany
March NameFreedom Acquisition I Corp.
10, 2023
March7 10, 2023 Page 7
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FirstName LastName
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
33. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor,
its affiliates, and the anchor investors have at risk that depends on
completion of a
business combination. Include the current value of securities held,
loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its
affiliates are awaiting
reimbursement. Provide similar disclosure for the company s officers
and directors, if
material.
34. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
35. Please disclose the sponsor, its affiliates', and the anchor
investors' total potential
ownership interest in the combined company, assuming exercise and
conversion of all
securities, including the convertible notes.
36. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement. Please also
disclosure whether
the anchor investors have agreed to waive their redemption rights
37. Please tell us whether you have entered into any agreements to ensure
that the business
combination is closed and that the minimum net tangible assets
condition is met.
38. Please disclose whether and how your business segments, products,
lines of service,
projects, or operations are materially impacted by supply chain
disruptions, especially in
light of Russia s invasion of Ukraine. For example, discuss whether
you have or expect to:
suspend the production, purchase, sale or maintenance of certain
items due to a lack
of raw materials, parts, or equipment; inventory shortages;
closed factories or stores;
reduced headcount; or delayed projects;
experience labor shortages that impact your business;
experience cybersecurity attacks in your supply chain;
experience higher costs due to constrained capacity or increased
commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon,
cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine);
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply;
be unable to supply products at competitive prices or at all due
to export
restrictions, sanctions, tariffs, trade barriers, or political or
trade tensions among
countries or the ongoing invasion; or
be exposed to supply chain risk in light of Russia s invasion of
Ukraine.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
Adam Gishen
Freedom Acquisition I Corp.
March 10, 2023
Page 8
39. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Beverly Singleton at (202) 551-3328 or Kevin Stertzel
at (202) 551-
3723 if you have questions regarding comments on the financial statements and
related
matters. Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at
(202) 551-3454 with
any other questions.
FirstName LastNameAdam Gishen Sincerely,
Comapany NameFreedom Acquisition I Corp.
Division of
Corporation Finance
March 10, 2023 Page 8 Office of
Manufacturing
FirstName LastName