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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.

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 March 10, 2023 Page 2
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
March 10, 2023
Page 2
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.

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 March 10, 2023 Page 3
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
March 10, 2023
Page 3
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.

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 March 10, 2023 Page 4
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
March 10, 2023
Page 4
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

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 March 10, 2023 Page 5
 FirstName LastName
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
whether you contract all or a portion of your module manufacturing to third-parties. In this
regard, we note your disclosure on page 60 that "Complete Solaria outsources a portion of
module manufacturing to contract manufacturers."

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 March 10, 2023 Page 6
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
March 10, 2023
Page 6
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.