Correspondence 0001193125-23-095754 from SunPower Inc. (SPWR)
SunPower Inc.
Date: April 10, 2023 · CIK: 0001838987 · Accession: 0001193125-23-095754
AI Filing Summary & Sentiment
File numbers found in text: 333-269674
Referenced dates: March 10, 2023
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CORRESP 1 filename1.htm CORRESP April 7, 2023 Re: Freedom Acquisition I Corp. Registration Statement on Form S-4 Filed February 10, 2023 File No. 333-269674 Beverly Singleton Kevin Stertzel Bradley Ecker Erin Purnell Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Beverly Singleton, Kevin Stertzel, Bradley Ecker, and Erin Purnell: On behalf of Freedom Acquisition I Corp. (the “Company” or “FACT”), a company incorporated under the laws of Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated March 10, 2023 on the Company’s registration statement on Form S-4 filed on February 10, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filling its first amendment to the registration statement on Form S-4 (the “Registration Statement Amendment No. 1”) and certain exhibits via EDGAR to the Commission. The Company has responded to all of the Staff’s comments. The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments. We have included page numbers to refer to the location in the Registration Statement where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Registration Statement Amendment No. 1. * * * * Registration Statement on 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. Paul Hasting LLP | 2050 M Street, N.W. | Washington, DC 20036 t: +1.202.551.1700 | www.paulhastings.com Page 2 In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on the cover page and notice, and pages 12, 120, 174, 225, 227 and 275 of the Registration Statement Amendment No. 1. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 36, 37, 58-59 and 229-230 of the Registration Statement Amendment No. 1. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38-39 of the Registration Statement Amendment No. 1. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38-39 of the Registration Statement Amendment No. 1. Page 3 5. Please tell us whether you are aware of any disagreements with J.P. Morgan or DBSI regarding the disclosure in your registration statement. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38-39 of the Registration Statement Amendment No. 1. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38-39 and 92 of the Registration Statement Amendment No. 1. 7. Please provide us with any correspondence between J.P. Morgan, DBSI and FACT or Complete Solaria relating to the resignations. The Company respectfully informs the Staff that there was no correspondence between any of J.P. Morgan Securities LLC (“J.P. Morgan”) or Deutsche Bank Securities Inc. (“DBSI”) and FACT or Complete Solaria relating to their respective waivers of their deferred underwriting discount with respect to the Business Combination, other than their respective related formal letters to FACT and the transmissions thereof. 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. The Company and Complete Solaria respectfully informs the Staff that there are no engagement letters between any of J.P. Morgan or DBSI other than the Underwriting Agreement, dated February 25, 2021, in connection with the Company’s initial public offering, which was filed with the Commission as Exhibit 1.1 to the Company’s Current Report on Form 8-K on March 2, 2021. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38-39 of the Registration Statement Amendment No. 1. Page 4 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38-39 of the Registration Statement Amendment No. 1. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38-39 of the Registration Statement Amendment No. 1. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 57-60 of the Registration Statement Amendment No. 1. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 16, 122, 141, 226, 244 and 306 of the Registration Statement Amendment No. 1. 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. Page 5 In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 154-157 of the Registration Statement Amendment No. 1. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that FACT does not believe that the U.S. federal income tax consequences of the merger are material to FACT or its shareholders because the merger is not a taxable transaction to FACT’s shareholders regardless of the U.S. federal income tax treatment of the merger. Whether the transactions described in the Business Combination Agreement qualify or fail to qualify as a “reorganization” within the meaning of Code Section 368(a) does not impact FACT’s shareholders’ decision to approve, or not approve, the merger, to exercise their redemption rights, or to purchase or sell FACT shares (or, following the consummation of the merger, shares of the combined entity) because qualification as a “reorganization” under Code Section 368(a) does not have any impact on FACT or its current shareholders. The Business Combination Agreement does not contemplate existing FACT shareholders exchanging their FACT shares for shares in any other entity; since FACT shareholders simply retain their existing shares in FACT, there is no taxable event for them regardless of whether or not Code Section 368(a) is applicable to other parties. The only parties affected by the qualification of the merger as a “reorganization” under Code Section 368(a) are Complete Solaria shareholders. However, Complete Solaria shareholders are not voting in the Special Meeting and the Form S-4 is not soliciting their consent to the transactions; rather, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, Complete Solaria will disseminate to Complete Solaria stockholders an information statement containing all information required to be delivered under Delaware law, including a material description of the merger, the Business Combination Agreement and related ancillary documents and appraisal rights available under Delaware law, for purposes of soliciting such Complete Solaria stockholders’ consent to adopt Business Combination Agreement and approve the merger. The information statement will also contain information with respect to the qualification of the merger as a “reorganization” within the meaning of Code Section 368(a). In connection with their consideration of the transaction, and based on their review of the information statement, the Complete Solaria stockholders can seek advice from their own tax advisors and will be responsible for paying their own taxes, if any, that result from the merger. FACT and its stockholders are not required to indemnify Complete Solaria stockholders for such taxes, if any. Page 6 Accordingly, the qualification of the merger as a “reorganization” under Code Section 368(a) is irrelevant to FACT’s stockholders’ decision of whether or not to approve the merger or exercise their redemption rights, and Complete Solaria stockholders will be provided with information required under Delaware law, including with respect to the qualification of the merger as a “reorganization” under Code Section 368(a), through their receipt of an information statement in connection with the solicitation of their consent to approve the merger and adopt the Business Combination Agreement. 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. In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 231-232 of the Registration Statement Amendment No. 1. 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 ex