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Reverse Recapitalization | 12 Months Ended
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Dec. 29, 2024
Reverse Recapitalization [Abstract] |
Reverse Recapitalization | (3) 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, the Company was deemed the accounting acquirer (and legal acquiree) and FACT was treated as the accounting acquiree (and legal acquirer). The Company was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | The Company’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 Company’s 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;
| ● | The Company is the larger entity based on historical revenues and business operations; and
| ● | the post-merged company assumed the Company’s operating name at such time.
Under this method of accounting, the reverse recapitalization was treated as the equivalent of the Company issuing stock for the net assets of FACT, accompanied by a recapitalization. The net assets of FACT were stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Mergers are those of Legacy Complete Solaria. All periods prior to the Mergers have been retrospectively adjusted in accordance with the Amended and Restated Business Combination Agreement for the equivalent number of preferred or common shares outstanding immediately after the Mergers to effect the reverse recapitalization. Upon the closing of the Mergers and the PIPE Financing in July 2023, the Company received net cash proceeds of $19.7 million. The following table reconciles the elements of the Mergers to the audited consolidated statements of cash flows and the audited consolidated statements of stockholders’ deficit for the year-ended December 31, 2023 (in thousands):
|  | Recapitalization |
Cash proceeds from FACT, net of redemptions |  | $ | 36,539 |
Cash proceeds from PIPE Financing |  |  | 12,800 |
Less: cash payment of FACT transaction costs and underwriting fees |  |  | (10,680 | )
Less: cash payment to FPA investors for rebates and recycled shares |  |  | (17,831 | )
Less: cash payment for Promissory Note |  |  | (1,170 | )
Net cash proceeds upon the closing of the Mergers and PIPE financing |  |  | 19,658 |
Less: non-cash net liabilities assumed from FACT |  |  | (10,135 | )
Net contributions from the Mergers and PIPE financing upon closing |  | $ | 9,523 |
Immediately upon closing of the Mergers, the Company had 45,290,553 shares issued and outstanding of Class A Common Stock. The following table presents the number of shares of Company 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 Company Common stock immediately after Mergers |  |  | 45,290,553 |
In connection with the Mergers, the Company incurred direct and incremental costs of approximately $16.4 million related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in capital. Of the $16.4 million, $5.8 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, the outstanding 2022 Convertible Notes were converted into shares of Company Common Stock.

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