SecProbe.io

<DOCUMENT>
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<TEXT>
 May 28, 2026

Thurman J. Rodgers
Chief Executive Officer
SunPower Inc.
1403 N. Research Way
Orem, UT 84097

 Re: SunPower Inc.
 Registration Statement on Form S-1
 Filed May 26, 2026
 File No. 333-296205
Dear Thurman J. Rodgers:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Catherine De Lorenzo at 202-551-3772 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Michael Penney, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SUNPOWER INC.

 1403 N. Research Way

 Orem, UT 84097

 May 29, 2026

 Via Edgar

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Pam Howell

 Re:
 SunPower Inc.

 Registration Statement on Form S-1

 Filed on May 22, 2026

 File No. 333-296205

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that the same will become effective on June 1, 2026 at 4:00 p.m., Eastern Standard Time, or as
soon thereafter as is practicable.

 Please contact Michael Penney
of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com) with any questions
and please notify him when this request for acceleration has been granted.

 Very truly yours,

 SUNPOWER INC.

 By:
 /s/ Nicholas Wenker

 Name:
 Nicholas Wenker

 Title:
 Chief Legal Officer

CORRESP
 1
 filename1.htm

 SUNPOWER
INC.

 1403
N. Research Way

 Orem,
UT 84097

 May
29, 2026

 Via
Edgar

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Pam Howell

 Re:
 SunPower Inc.

 Registration
Statement on Form S-1

 Filed
on May 22, 2026

 File
No. 333-296206

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement on Form S-1 be accelerated so that the same will become effective on June 1, 2026 at 4:00
p.m., Eastern Standard Time, or as soon thereafter as is practicable.

 Please
contact Michael Penney of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com)
with any questions and please notify him when this request for acceleration has been granted.

 Very truly yours,

 SUNPOWER INC.

 By:
 /s/
 Nicholas Wenker

 Name:
 Nicholas Wenker

 Title:
 Chief Legal Officer

May 28, 2026
Thurman J. Rodgers
Chief Executive Officer
SunPower Inc.
1403 N. Research Way
Orem, UT 84097
Re: SunPower Inc.
Registration Statement on Form S-1
Filed May 26, 2026
File No. 333-296206
Dear Thurman J. Rodgers:
 This is to advise you that we have not reviewed and will not review your registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
 Please contact Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Michael Penney, Esq.

CORRESP
 1
 filename1.htm

 SUNPOWER INC.

 45700 Northport Loop East

 Fremont, CA 94538

 February 6, 2026

 Via Edgar

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Pam Howell

 Re:
 SunPower Inc.

 Registration Statement on Form S-1

 Filed on January 30, 2026

 File No. 333-293093

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that the same will become effective on February 10, 2026 at 4:00 p.m., Eastern Standard Time,
or as soon thereafter as is practicable.

 Please contact Michael Penney
of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com) with any questions
and please notify him when this request for acceleration has been granted.

 Very truly yours,

 SUNPOWER INC.

 By:
 /s/ Nicholas Wenker

 Name:
 Nicholas Wenker

 Title:
 Chief Legal Officer

February 6, 2026
Thurman J. Rodgers
Chief Executive Officer
SunPower Inc.
45700 Northport Loop East
Fremont, CA 94538
Re:SunPower Inc.
Registration Statement on Form S-1
Filed February 03, 2026
File No. 333-293156
Dear Thurman J. Rodgers:
            This is to advise you that we have not reviewed and will not review your registration 
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Pam Howell at 202-551-3357 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

February 6, 2026
Thurman J. Rodgers
Chief Executive Officer
SunPower Inc.
45700 Northport Loop East
Fremont, CA 94538
Re:SunPower Inc.
Registration Statement on Form S-1
Filed January 30, 2026
File No. 333-293093
Dear Thurman J. Rodgers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Pam Howell at 202-551-3357 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
 1
 filename1.htm

 SUNPOWER INC.

 45700 Northport Loop East

 Fremont, CA 94538

 February 6, 2026

 Via Edgar

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Pam Howell

 Re:
 SunPower Inc.

 Registration Statement on Form S-1

 Filed on February 3, 2026

 File No. 333-293156

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that the same will become effective on February 10, 2026 at 4:00 p.m., Eastern Standard Time,
or as soon thereafter as is practicable.

 Please contact Michael Penney
of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com) with any questions
and please notify him when this request for acceleration has been granted.

 Very truly yours,

 SUNPOWER INC.

 By:
 /s/ Nicholas Wenker

 Name:
 Nicholas Wenker

 Title:
 Chief Legal Officer

January 20, 2026
Thurman J. Rodgers
Chief Executive Officer
SunPower Inc.
45700 Northport Loop East
Fremont, CA 94538
Re:SunPower Inc.
Registration Statement on Form S-1
Filed January 14, 2026
File No. 333-292713
Dear Thurman J. Rodgers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Pearlyne Paulemon at 202-551-8714 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael Penney

CORRESP
 1
 filename1.htm

 SUNPOWER INC.

 45700 Northport Loop East

 Fremont, CA 94538

 January 21, 2026

 Via Edgar

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Pearlyne Paulemon

 Re:
 SunPower Inc.

 Form S-1 on Form S-3

 Filed on January 13, 2026

 File No. 333-292713

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that the same will become effective on January 23, 2026 at 4:00 p.m., Eastern Standard Time, or
as soon thereafter as is practicable.

 Please contact Michael Penney
of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com)
with any questions and please notify him when this request for acceleration has been granted.

 Very truly yours,

 SUNPOWER INC.

 By:
 /s/ Nicholas
 Wenker

 Name:
 Nicholas Wenker

 Title:
 Chief Legal Officer

CORRESP
1
filename1.htm

COMPLETE SOLARIA, INC.

45700 Northport Loop East

Fremont, CA 94538

January 8, 2025

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eranga Dias

    Re:
     Complete Solaria, Inc.

    Registration Statement on Form S-3

    Filed on December 30, 2024

    File No. 333-284074

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration
Statement be accelerated so that the same will become effective on January 10, 2025 at 9:30 a.m., Eastern Standard Time, or as soon thereafter
as is practicable.

Please contact Michael Penney
of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com) with any questions
and please notify him when this request for acceleration has been granted.

    Very truly yours,

    COMPLETE SOLARIA, INC.

    By:
    /s/ Daniel Foley

    Name:
     Daniel Foley

    Title:
    Chief Financial Officer

CORRESP
1
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COMPLETE SOLARIA, INC.

45700 Northport Loop East

Fremont, CA 94538

January 8, 2025

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eranga Dias

    Re:
    Complete Solaria, Inc.

    Registration Statement on Form S-3

    Filed on December 30, 2024

    File No. 333-284074

Dear Mr. Dias:

On January 7, 2025, Complete
Solaria, Inc. requested acceleration of the effective date of the above-referenced Registration Statement so that it would be effective
on January 9, 2025 at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable. We hereby withdraw our request until
further notice.

    Very truly yours,

    COMPLETE SOLARIA, INC.

    By:
    /s/ Daniel Foley

    Name:
    Daniel Foley

    Title:
    Chief Financial Officer

Cc: Michael Penney

  Arnold & Porter Kaye Scholer LLP

CORRESP
1
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COMPLETE SOLARIA, INC.

45700 Northport Loop East

Fremont, CA 94538

January 7, 2025

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eranga Dias

    Re:
    Complete Solaria, Inc.

    Registration Statement on Form S-3

    Filed on December 30, 2024

    File No. 333-284074

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
Registration Statement (the “Registration Statement”) be accelerated so that the same will become effective on January
9, 2025 at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

Please contact Michael Penney
of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com) with any questions
and please notify him when this request for acceleration has been granted.

    Very truly yours,

    COMPLETE SOLARIA, INC.

    By:
    /s/ Daniel Foley

    Name:
    Daniel Foley

    Title:
    Chief Financial Officer

January 6, 2025
Thurman Rodgers
Chief Executive Officer
Complete Solaria, Inc.
45700 Northport Loop East
Fremont, CA 94538
Re:Complete Solaria, Inc.
Registration Statement on Form S-3
Filed December 30, 2024
File No. 333-284074
Dear Thurman Rodgers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

December 23, 2024
Thurman J. Rodgers
Chief Executive Officer
Complete Solaria, Inc.
45700 Northport Loop East
Fremont, CA
Re:Complete Solaria, Inc.
Registration Statement on Form S-3
Filed on December 20, 2024
File No. 333-283948
Dear Thurman J. Rodgers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

COMPLETE SOLARIA, INC.

45700 Northport Loop East

Fremont, CA 94538

December 23, 2024

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Bradley Ecker

Re:  Complete Solaria,
                                            Inc.

    Registration Statement on Form S-3

    Filed on December 20, 2024

    File No. 333-283948

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
Registration Statement (the “Registration Statement”) be accelerated so that the same will become effective on December
26, 2024, at 9:00 a.m., Eastern Standard Time, or as soon thereafter as is practicable.

Please contact Michael Penney
of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com) with any questions
and please notify him when this request for acceleration has been granted.

    Very truly yours,

    COMPLETE SOLARIA, INC.

    By:
    /s/ Daniel Foley

    Name:

        Title:

    Daniel Foley
Chief Financial Officer

July 26, 2024
Thurman J. Rodgers
Chief Executive Officer
Complete Solaria, Inc.
45700 Northport Loop East
Fremont, CA 94538
Re:Complete Solaria, Inc.
Registration Statement on Form S-1
Filed on July 24, 2024
File No. 333-280973
Dear Thurman J. Rodgers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Michael Penney

CORRESP
1
filename1.htm

COMPLETE SOLARIA, INC.

45700 Northport Loop East

Fremont, CA 94538

July 26, 2024

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jenny O’Shanick

Re:  Complete Solaria, Inc.

    Registration Statement on Form S-1

    Filed July 24, 2024

    File No. 333-280973

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
Registration Statement (the “Registration Statement”) be accelerated so that the same will become effective on July
30, 2024, at 9:00 a.m., Eastern Daylight Time, or as soon thereafter as is practicable.

Please contact Michael Penney
of Arnold & Porter Kaye Scholer LLP via telephone at (212) 836-7426 or via e-mail (michael.penney@arnoldporter.com) with any questions
and please notify him when this request for acceleration has been granted.

    Very truly yours,

    COMPLETE
SOLARIA, INC.

    By:
    /s/ Daniel Foley

    Name:

        Title:

    Daniel Foley
Chief Financial Officer

CORRESP
1
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CORRESP

 COMPLETE SOLARIA, INC.

45700 Northport Loop East

 Fremont,
CA 94538

 February 12, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Office of
Manufacturing

 Division of Corporation Finance

 100 F. Street
N.E.

 Washington, D.C. 20549-3010

Attention:

Patrick Fullem

Evan Ewing

RE:
 Complete Solaria, Inc.

 
 Registration Statement on Form S-1

 
 Filed August 9, 2023 File No. 333-273820

 Ladies and Gentlemen:

Complete Solaria, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Tuesday, February 13, 2024, at 4:00 p.m., Eastern Time, or as
soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Matthew Hemington and John McKenna of Cooley LLP, counsel to the
Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that
event with Matthew Hemington of Cooley LLP, counsel to the Registrant, at (650) 843-5062, or in his absence, John McKenna at (650) 843-5059.

[Signature Page Follows]

Very truly yours,

COMPLETE SOLARIA, INC.

By:

/s/ Brian Wuebbels

Name:

Brian Wuebbels

Title:

Chief Financial Officer

cc:
 Matthew Hemington, Cooley LLP

John McKenna, Cooley LLP

[COMPANY SIGNATURE PAGE TO ACCELERATION REQUEST]

CORRESP
1
filename1.htm

CORRESP

 John T. McKenna

 T: +1
650 843 5059

 jmckenna@cooley.com

 February 1, 2024

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

Attention:
 Patrick Fullem

 
 Evan Ewing

RE:
 Complete Solaria, Inc.

 
 Amendment No. 2 Registration Statement on Form S-1

 
 Filed on December 22, 2023

 
 File No. 333-273820

Ladies and Gentlemen:

 On behalf of Complete
Solaria, Inc. (the “Company”), we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of
Corporation Finance (the “Staff”) by letter dated January 17, 2024 with respect to the Company’s Amended Registration Statement on Form S-1, as filed on December 22,
2023. Concurrently with the submission of this letter, the Company is filling its third amendment to the registration statement on Form S-1 (the “Amendment
No. 3”) and certain exhibits via EDGAR to the Commission.

 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 Amendment No. 3 where the disclosure addressing a particular comment appears. Defined terms used but not
otherwise defined herein shall have the respective meanings ascribed thereto in Amendment No. 3.

 Amended Registration Statement on Form S-1 filed December 22, 2023

 General

1.
 We note your response to prior comment 1. Please also disclose the potential profit the other selling
securityholders will earn based on the current trading price.

 In response to the Staff’s comment, the Company
respectfully advises the Staff that it has revised the disclosure on the cover page and page 30 of Amendment No. 3.

 Cooley LLP3175
Hanover Street Palo Alto, CA 94304-1130

 t: +1 650 843 5000 f: +1 650 849 7400cooley.com

 U.S. Securities and Exchange Commission

February 1, 2024

 Page Two

 Executive Compensation, page 75

2.
 Please update your compensation disclosure for the fiscal year ended December 31, 2023.

 In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the
disclosure on the pages 75-78 of Amendment No. 3.

 ***

Please contact me at (650) 843-5059 or at jmckenna@cooley.com with any questions or comments
regarding the Company’s response to the Staff’s Comments.

 Sincerely,

Cooley LLP

 /s/ John T. McKenna

John T. McKenna

cc:
 Chris Lundell – Complete Solaria, Inc.

 
 Matthew B. Hemington – Cooley LLP

Cooley LLP3175 Hanover Street Palo Alto, CA 94304-1130

t: +1 650 843 5000 f: +1 650 849 7400cooley.com

United States securities and exchange commission logo
January 17, 2024
Chris Lundell
Chief Executive Officer
Complete Solaria, Inc.
45700 Northport Loop East
Fremont, CA 94538
Re:Complete Solaria, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 22, 2023
File No. 333-273820
Dear Chris Lundell:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 5, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed December 22, 2023
General
1.We note your response to prior comment 1. Please also disclose the potential profit the
other selling securityholders will earn based on the current trading price.
Executive Compensation, page 75
2.Please update your compensation disclosure for the fiscal year ended December 31, 2023.

 FirstName LastNameChris Lundell
 Comapany NameComplete Solaria, Inc.
 January 17, 2024 Page 2
 FirstName LastName
Chris Lundell
Complete Solaria, Inc.
January 17, 2024
Page 2
            Please contact Patrick Fullem at 202-551-8337 or Evan Ewing at 202-551-5920 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew Hemington

CORRESP
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CORRESP

 John T. McKenna

 T: +1
650 843 5059

 jmckenna@cooley.com

 December 22, 2023

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

Attention:

Patrick Fullem

Evan Ewing

RE:

Complete Solaria, Inc.

 Registration Statement on Form S-1

Filed on August 9, 2023

File No. 333-273820

 Ladies and Gentlemen:

On behalf of Complete Solaria, Inc. (the “Company”), we are providing this letter in response to comments (the
“Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated September 5, 2023 with respect to the
Company’s Registration Statement on Form S-1, as filed on August 9, 2023. Concurrently with the submission of this letter, the Company is filling its second amendment to the registration statement on
Form S-1 (the “Amendment No. 2”) and certain exhibits via EDGAR to the Commission.

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 Amendment No. 2 where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Amendment No. 2.

Registration Statement on Form S-1 filed August 9, 2023

General

1.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities being
registered for resale. Highlight any differences in the current trading price, the prices that each selling securityholder acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose
that while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the
purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 Cooley LLP3175 Hanover
Street   Palo Alto, CA   94304-1130

 t: +1 650 843 5000 f: +1 650 849 7400cooley.com

 U.S. Securities and Exchange Commission

December 22, 2023

 Page Two

 In response to the Staff’s comment, the Company respectfully advises the Staff that it
has revised the disclosure on the cover page and page 30 of Amendment No. 2.

 Cover Page

2.
 For each of the securities being registered for resale, disclose the price that the selling securityholders
paid for such security.

 In response to the Staff’s comment, the Company respectfully advises the Staff that it
has revised the disclosure on the cover page and page 30 of Amendment No. 2.

3.
 Disclose the exercise price(s) of the warrants compared to the market price of the underlying security. If
the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 In response to the Staff’s comment, the Company respectfully advises the Staff
that it has revised the disclosure on the cover page and pages 5, 31, 53 and 59 of Amendment No. 2.

4.
 We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that some of the shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on the cover page and
pages 30 and 53 of Amendment No. 2.

 Risk Factors, page 6

5.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of
the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower
price that they purchased their shares than the public investors.

 In response to the Staff’s comment, the
Company respectfully advises the Staff that it has revised the disclosure on pages 3 and 30 of Amendment No. 2.

 Cooley LLP3175 Hanover
Street   Palo Alto, CA   94304-1130

 t: +1 650 843 5000 f: +1 650 849 7400cooley.com

 U.S. Securities and Exchange Commission

December 22, 2023

 Page Three

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 36

6.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure the cover page and pages
5, 31, 53 and 59 of Amendment No. 2.

7.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on the cover page and
pages 30 and 53 of Amendment No. 2.

8.
 We note that your forward purchase agreements with certain investors provide those investors with the right
to sell back shares to the company after the closing date of the business combination. Please revise to discuss the risks that these agreements may pose to other holders if you are required to buy back the shares of your common stock as described
therein. For example, discuss how such forced purchases would impact the cash you have available for other purposes and to execute your business strategy.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 31 and 59-60 of
Amendment No. 2.

 ***

Please contact me at (650) 843-5059 or at jmckenna@cooley.com with any questions or comments
regarding the Company’s response to the Staff’s Comments.

 Sincerely,

Cooley LLP

 /s/ John T. McKenna

John T. McKenna

 cc:

Chris Lundell – Complete Solaria, Inc.

 Matthew B. Hemington – Cooley LLP

 Cooley LLP3175 Hanover
Street   Palo Alto, CA   94304-1130

 t: +1 650 843 5000 f: +1 650 849 7400cooley.com

United States securities and exchange commission logo
September 5, 2023
William Anderson
Chief Executive Officer
Complete Solaria, Inc.
45700 Northport Loop East
Fremont, CA 94538
Re:Complete Solaria, Inc.
Registration Statement on Form S-1
Filed August 9, 2023
File No. 333-273820
Dear William Anderson:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed August 9, 2023
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that each selling securityholder acquired their shares and warrants, and
the price that the public securityholders acquired their shares and warrants.  Disclose that
while the selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price.  Please also disclose the potential profit the selling securityholders will earn
based on the current trading price.  Lastly, please include appropriate risk factor
disclosure.

 FirstName LastNameWilliam Anderson
 Comapany NameComplete Solaria, Inc.
 September 5, 2023 Page 2
 FirstName LastName
William Anderson
Complete Solaria, Inc.
September 5, 2023
Page 2
Cover Page
2.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such security.
3.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying security.  If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants.  Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
4.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float.  We also note that some of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock.  Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.
Risk Factors, page 6
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock.  To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding.  Also disclose that even though the current trading price
is significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.

 FirstName LastNameWilliam Anderson
 Comapany NameComplete Solaria, Inc.
 September 5, 2023 Page 3
 FirstName LastName
William Anderson
Complete Solaria, Inc.
September 5, 2023
Page 3
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
8.We note that your forward purchase agreements with certain investors provide those
investors with the right to sell back shares to the company after the closing date of the
business combination. Please revise to discuss the risks that these agreements may pose to
other holders if you are required to buy back the shares of your common stock as
described therein. For example, discuss how such forced purchases would impact the cash
you have available for other purposes and to execute your business strategy.
            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.
            Please contact Patrick Fullem at (202) 551-8337 or Evan Ewing at (202) 551-5920 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew Hemington

CORRESP
1
filename1.htm

CORRESP

 Freedom Acquisition I Corp.

14 Wall Street, 20th Floor

New York, NY 10005

 June 29, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Beverly Singleton

 Kevin Stertzel

 Bradley Ecker

 Erin Purnell

Re:
 Freedom Acquisition I Corp.

Registration Statement on Form S-4

File No. 333-269674 (the “Registration Statement”)

Dear Beverly Singleton, Kevin Stertzel, Bradley Ecker, and Erin Purnell:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Freedom Acquisition I Corp. (the “Company”)
hereby requests that the effectiveness of the Registration Statement be accelerated so that the Registration Statement will become effective on June 30, 2023 at 2:00 p.m., Eastern Time, or as soon thereafter as practicable or at such later
time as the Company may orally request via telephone call to the staff of the Commission. The Company hereby authorizes Brandon Bortner of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

Please call Brandon Bortner of Paul Hastings LLP at (202) 551-1840 to provide notice of the effectiveness of the
Registration Statement, or if you have any other questions or concerns regarding this matter.

Very truly yours,

FREEDOM ACQUISITION I CORP.

By:

/s/ Adam Gishen

Name: Adam Gishen

Title:   Chief Executive Officer

cc:
 Brandon Bortner, Esq.

Paul Hastings LLP

CORRESP
1
filename1.htm

CORRESP

 April 27, 2023

Re:
 Freedom Acquisition I Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed on April 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 April 24, 2023 on the Company’s amendment No. 1 to registration statement on Form S-4 filed on April 10, 2023. Concurrently with the
submission of this letter, the Company is filling its second amendment to the registration statement on Form S-4 (the “Registration Statement Amendment No. 2”) 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 Amendment No. 2 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. 2.

*        *        *
 *

 Amendment No. 1 to Registration Statement on Form S-4 Filed April 10, 2023

Certain Defined Terms, page 3

1.
 Please consider expanding your defined terms to also include the three redemption scenarios of Assuming
Minimum Redemption, Assuming Maximum Redemption, and Assuming $70 million in Trust Account. For each scenario, provide a description as to its meaning and computation. Further, for the Assuming Minimum Redemption scenario, clarify this is after
the actual redemption of 23,256,504 Class A Ordinary Shares at $10.21 per share for an aggregate redemption amount of approximately for $237,372,952 in March

Paul Hasting LLP | 2050
M Street, N.W. | Washington, DC 20036

 t: +1.202.551.1700 | www.paulhastings.com

  Page
 2

2023 in connection with approval of the Extension Amendment Proposal. In this regard, give consideration to expanding the title of Assuming Minimum Redemption throughout the filing to also
include language, such as, after the Actual Redemption or after Extension Amendment Redemptions or similar. Also, for the Assuming $70 million in Trust Account, include a discussion as to how you will determine the $70 million, as we note
disclosure on page 56, that this amount is after redemptions, but prior to other pro forma accounting adjustments. Please be more specific as to the other pro forma accounting adjustments that are excluded in arriving at the $70 million to be
remaining in the Trust Account or instead, included within cash and cash equivalents on the pro forma balance sheet.

 In
response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 3-4, 58-60, and 231-232 of the Registration
Statement Amendment No. 2.

2.
 See the reference for Extension Amendment Redemptions. Please expand to disclose the per share redemption
price, the aggregate redemption amount, and the actual date the redemption occurred on. Reference is made to disclosure on pages 38, 119 and 244.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 5 of the
Registration Statement Amendment No. 2.

 Summary of the Proxy Statement/Prospectus

Sources and Uses of Funds, page 26

3.
 Please expand the introductory paragraph to discuss all three redemption scenarios in the table that
follows. Your current disclosure only provides discussion of two of the three scenarios. In addition, revise the order of the columns presented for the three redemption scenarios shown in the table to be consistent with the order presented in the
Unaudited Pro Forma Condensed Combined Balance Sheet and Statements of Operations on pages 231 through 234. Similarly, the order of presentation of the table on page 229 and other places should be similarly revised to be consistent throughout the
filing. Refer to SAB Topic 11.E.

 In response to the Staff’s comment, the Company respectfully advises the Staff
that it has revised the disclosure on pages 3-4, 28, 38-40, 58-60, 62-63, 143, 173, 231-233 and 246 of the Registration Statement Amendment No. 2.

4.
 Please consider including disclosure in a footnote to the table, the meaning of the 2022 Convertible Notes
issued in February 2023. We note description of the 2022 Convertible Notes is first included in a latter section of the filing, such as on page 224. Also consider providing the description in a more prominent location, such as under Certain Defined
Terms, and disclose these were issued by Complete Solaria.

 In response to the Staff’s comment, the Company
respectfully advises the Staff that it has revised the disclosure on pages 3 and 7 of the Registration Statement Amendment No. 2.

  Page
 3

5.
 We further note your unaudited pro forma balance sheet at page 231 appears to reflect the Extension
Amendment Redemptions of 23,256,504 Class A Ordinary Shares for an aggregate of $235.9 million all within pro forma adjustments Note 3(A) and 3(B). Please instead revise to present the actual redemption, in a separate stand-alone column,
as being an adjustment to FACT’s December 31, 2022 historical balance sheet, to then arrived at a column labeled FACT adjusted historical balance sheet. This would result in the balance of the Cash held in Trust Account being
$114 million under the column for Pro Forma Combined (Assuming Minimum Redemption Scenario) rather than zero as currently shown. Please revise accordingly. Also, the adjustment to the historical December 31, 2022 balance sheet should
further reflect the contribution by FACT of $1.2 million to the Trust Account in connection with the approval of Extension Agreement Proposal.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 234-235, 241 and 244 of the Registration Statement Amendment No. 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 36

6.
 We have reviewed your response to prior comment 2. Refer to the description for the added subnote (5). It
appears the placement of subnote (5) in the table should instead be located next to the line item, Founder Shares, rather than next to the line item Public Shares held by Public Shareholders. Accordingly, please revise.

 In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the
disclosure on pages 38-39, 62-63, 143 and 233 of the Registration Statement Amendment No. 2.

7.
 Refer to the description of subnotes (3) and (4) pertaining to the Private Placement Warrants and
Private Placement Warrants in Connection with Promissory Notes held by the Sponsor and its affiliates, respectively. Please address the following:

•

 It appears for subnote (3), that you are giving impact to the issuance of New Complete Solaria common stock
upon the exercise of the (6,266,667) Private Placement Warrants. However, the table on page 36 does not reflect any issuance of common stock.

•

 Similarly for subnote (4), we note the assumption of conversion of the various FACT Notes into Private
Placement Warrants; however, you do not disclose if it assumed such warrants are exercised and the table on page 36 also does not reflect any issuance of common stock. Please revise or advise as to your disclosures.

•

 Also, for the line item Public Warrants, please provide a subnote as to the treatment of the outstanding
8,625,000 Public Warrants and whether or not you have assumed exercise similar to the Private Placement Warrants. In this regard, the table on page 36 should reflect the ownership of New Complete Solaria’s common stock outstanding upon
completion of the Business Combination. An additional table should be provided to reflect the dilutive effect of all securities, including exercise of all warrants and potential vesting of the earnout shares.

  Page
 4

•

 We note the table on page 37 gives effect to the voting ownership. Please provide an additional table should
be provided to reflect the dilutive effect of all the securities and the related voting ownership percentages. We note a similar type table appears to be disclosed on page 59.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38 and 39 of
the Registration Statement Amendment No. 2.

8.
 Refer to the table on page 36 and the section for Complete Solaria. Please provide subnotes regarding the
number of common shares to be held by Complete Solaria shareholders and those for Complete Solaria convertible noteholders. Based on the computation of the Aggregate Merger Consideration described on page 13 along with details found in Exhibit
107, Filing Fee Table, it appears the total number of New Complete Solaria common shares issued to Complete Solaria would be 45,000,000 shares and 2,629,757 shares, respectively for those two line items. Please revise or advise as to your
computation of the 34,476,391 shares and 3,983,998 shares, for the two lines items, respectively.

 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. 2.

For the supplemental information of the Staff, the Company respectfully submits to the Staff that Exhibit 107 reflects shares of New Complete
Solaria Common Stock representing the Aggregate Merger Consideration to be issued in connection with the Business Combination, estimated solely for the purpose of calculating the registration fee. Such estimated total does not currently include
Aggregate Merger Consideration issuable to (i) holders of convertible promissory notes issued after February 10, 2023 or (ii) holders of outstanding,
in-the-money Complete Solaria options and warrants. The Company respectfully advises the Staff that if, prior to the effective date of the Registration Statement
Amendment No. 2, the Company determines that a greater number of shares must be issued as a result of (i) an increase in the aggregate principal amount of outstanding Complete Solaria convertible notes or additional accrued interest on
such outstanding convertible notes, or (ii) outstanding in-the-money Complete Solaria options and warrants, the Company would file an amendment reflecting an
increased registration fee based on the increased number of shares offered.

 What voting power will current FACT Shareholders, Complete
Solaria’s employees and directors and other Complete Solaria stockholders hold, page 37

9.
 Refer to the table and revise the order of the three redemption scenarios to be consistent with that of the
table on page 36. It appears the placement of subnote (4) should be instead placed by the line item Sponsor and related parties, rather than the line item FACT Public Stockholders. Also for the description in subnote (4), please clarify this
pertains to the Assuming Maximum Redemption Scenario only. Further, consider having the title of the line item Sponsor and related parties on page 37 and the line item Founder Shares on page 36 to be similarly titled.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 40, 62 and 232
of the Registration Statement Amendment No. 2.

  Page
 5

 Summary Unaudited Pro Forma Condensed Combined Financial Information, page 55

10.
 Refer to the discussion bullet points of Assuming Maximum Redemptions, Assuming $70 million in Trust
Account and Assuming Minimum Redemptions. Please revise the order of the discussion bullets to be consistent with the order of presentation in the table on page 56. This comment is also applicable to the discussion bullet points and tables in the
unaudited pro forma financial information at page 228 to be consistent with the order of presentation in the pro forma balance sheet and statements of operations.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 58-63, 173, 231-232 and 246 of the Registration Statement Amendment No. 2.

Comparative Historical and Unaudited Pro Forma Per Share Financial Information, page 57

11.
 We note your disclosure in response to prior comment 12. Refer to the historical book value per common share
line item of both FACT and Complete Solaria. Given that each entity has a stockholders’ deficit at December 31, 2022, it is unclear as to how you arrived at their positive, rather than negative, book value per share based on your
disclosure of its computation in subnote (3). Please provide us supplementally with your computation of historical book value per share based on the historical balance sheets of FACT and Complete Solaria at pages
F-3 and F-31, respectively.

 In
response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 61-62 of the Registration Statement Amendment No. 2.

As indicated within the Company’s disclosure on page 61 of the Registration Statement Amendment No. 2, for FACT, the Company
calculated the book value per common share by dividing the total shareholder’s deficit as of December 31, 2022 ($11,490,298) by the number of outstanding shares for the year ended December 31, 2022 (34,500,000 Class A
ordinary shares and 8,625,000 Class B ordinary shares). As indicated within the Company’s disclosure on page 61 of the Registration Statement Amendment No. 2, for Complete Solaria, the Company calculated the book value per common
share by dividing the total stockholders’ deficit as of December 31, 2022 ($50,349,000) by the number of outstanding shares for the year ended December 31, 2022 (6,959,618 shares of common stock).

  Page
 6

 CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 207

12.
 We note your response to comment 15, but are unable to agree that a tax opinion is not required by Item
601(b)(8) of Regulation S-K or Staff Legal Bulletin No. 19, as we view the tax consequences to be material to the transaction and your disclosure contains representations as to the tax free nature of the
transaction. To the extent you intend to file a short form tax opinion as Exhibit 8.1, please revise your disclosure on page 207 to state that the discussion reflects the opinion of counsel. Please also make similar revisions to the Questions and
Answers section beginning on page 43.

 In response to the Staff’s comment, the Company respectfully advises the
Staff that it has revised the disclosure on pages 48, 105 and 218 of the Registration Statement Amendment No. 2 and has filed the related opinion of Paul Hastings LLP, counsel to the Company, as Exhibit 8.1 to the Registration Statement
Amendment No. 2.

 Unaudited Pro Forma Condensed Combined Financial Information Basis of Pro Forma Presentation, page 228

13.
 Refer to the first full paragraph on page 230. Please reconcile the percentages of total shares outstanding
for the Sponsor Earnout Shares, with the percentages disclosed on page 37. For example, we note for the minimum redemption scenario, you disclose 6%, whereas page 37 discloses 4%. Please ensure consistency of all amounts and tabular disclosures
throughout the filing.

 In response to the Staf

United States securities and exchange commission logo
April 24, 2023
Adam Gishen
Chief Executive Officer
Freedom Acquisition I Corp.
14 Wall Street, 20th Floor
New York, NY 10005
Re:Freedom Acquisition I Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed on April 10, 2023
File No. 333-269674
Dear Adam Gishen:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 10, 2023 letter.
Amendment No. 1 to Form S-4 filed April 10, 2023
Certain Defined Terms, page 3
1.Please consider expanding your defined terms to also include the three redemption
scenarios of Assuming Minimum Redemption, Assuming Maximum Redemption, and
Assuming $70 million in Trust Account.  For each scenario, provide a description as to its
meaning and computation.  Further, for the Assuming Minimum Redemption scenario,
clarify this is after the actual redemption of 23,256,504 Class A Ordinary Shares at $10.21
per share for an aggregate redemption amount of approximately for $237,372,952 in
March 2023 in connection with approval of the Extension Amendment Proposal.  In this
regard, give consideration to expanding the title of Assuming Minimum Redemption
throughout the filing to also include language, such as, after the Actual Redemption or

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 April 24, 2023 Page 2
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
April 24, 2023
Page 2
after Extension Amendment Redemptions or similar.  Also, for the Assuming $70 million
in Trust Account, include a discussion as to how you will determine the $70 million, as
we note disclosure on page 56, that this amount is after redemptions, but prior to other pro
forma accounting adjustments.  Please be more specific as to the other pro forma
accounting adjustments that are excluded in arriving at the $70 million to be remaining in
the Trust Account or instead, included within cash and cash equivalents on the pro forma
balance sheet.
2.See the reference for Extension Amendment Redemptions.  Please expand to disclose the
per share redemption price, the aggregate redemption amount, and the actual date the
redemption occurred on.  Reference is made to disclosure on pages 38, 119 and 244.
Summary of the Proxy Statement/Prospectus
Sources and Uses of Funds, page 26
3.Please expand the introductory paragraph to discuss all three redemption scenarios in the
table that follows.  Your current disclosure only provides discussion of two of the three
scenarios.  In addition, revise the order of the columns presented for the three redemption
scenarios shown in the table to be consistent with the order presented in the Unaudited Pro
Forma Condensed Combined Balance Sheet and Statements of Operations on pages 231
through 234.  Similarly, the order of presentation of the table on page 229 and other places
should be similarly revised to be consistent throughout the filing.  Refer to SAB Topic
11.E.
4.Please consider including disclosure in a footnote to the table, the meaning of the 2022
Convertible Notes issued in February 2023.  We note description of the 2022 Convertible
Notes is first included in a latter section of the filing, such as on page 224.  Also
consider providing the description in a more prominent location, such as under Certain
Defined Terms, and disclose these were issued by Complete Solaria.
5.We further note your unaudited pro forma balance sheet at page 231 appears to reflect
the Extension Amendment Redemptions of 23,256,504 Class A Ordinary Shares for an
aggregate of $235.9 million all within pro forma adjustments Note 3(A) and 3(B).  Please
instead revise to present the actual redemption, in a separate stand-alone column, as being
an adjustment to FACT's December 31, 2022 historical balance sheet, to then arrived at a
column labeled FACT adjusted historical balance sheet.  This would result in the balance
of the Cash held in Trust Account being $114 million under the column for Pro Forma
Combined (Assuming Minimum Redemption Scenario) rather than zero as currently
shown.  Please revise accordingly.  Also, the adjustment to the historical December 31,
2022 balance sheet should further reflect the contribution by FACT of $1.2 million to the
Trust Account in connection with the approval of Extension Agreement Proposal.

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 April 24, 2023 Page 3
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
April 24, 2023
Page 3
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 36
6.We have reviewed your response to prior comment 2.  Refer to the description for the
added subnote (5).  It appears the placement of subnote (5) in the table should instead be
located next to the line item, Founder Shares, rather than next to the line item Public
Shares held by Public Shareholders.  Accordingly, please revise.
7.Refer to the description of subnotes (3) and (4) pertaining to the Private Placement
Warrants and Private Placement Warrants in Connection with Promissory Notes held by
the Sponsor and its affiliates, respectively.  Please address the following:

•It appears for subnote (3), that you are giving impact to the issuance of New
Complete Solaria common stock upon the exercise of the (6,266,667) Private
Placement Warrants.  However, the table on page 36 does not reflect any issuance of
common stock.
•Similarly for subnote (4), we note the assumption of conversion of the various FACT
Notes into Private Placement Warrants; however, you do not disclose if it assumed
such warrants are exercised and the table on page 36 also does not reflect any
issuance of common stock.  Please revise or advise as to your disclosures.
•Also, for the line item Public Warrants, please provide a subnote as to the treatment
of the outstanding 8,625,000 Public Warrants and whether or not you have assumed
exercise similar to the Private Placement Warrants.   In this regard, the table on page
36 should reflect the ownership of New Complete Solaria's common stock
outstanding upon completion of the Business Combination.  An additional table
should be provided to reflect the dilutive effect of all securities, including exercise of
all warrants and potential vesting of the earnout shares.
•We note the table on page 37 gives effect to the voting ownership.  Please provide an
additional table should be provided to reflect the dilutive effect of all the securities
and the related voting ownership percentages.  We note a similar type table appears to
be disclosed on page 59.
8.Refer to the table on page 36 and the section for Complete Solaria.  Please provide
subnotes regarding the number of common shares to be held by Complete Solaria
shareholders and those for Complete Solaria convertible noteholders.  Based on the
computation of the Aggregate Merger Consideration described on page 13 along with
details found in Exhibit 107, Filing Fee Table, it appears the total number of New
Complete Solaria common shares issued to Complete Solaria would be 45,000,000 shares
and 2,629,757 shares, respectively for those two line items.  Please revise or advise as to
your computation of the 34,476,391 shares and 3,983,998 shares, for the two lines items,
respectively.

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 April 24, 2023 Page 4
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
April 24, 2023
Page 4
What voting power will current FACT Shareholders, Complete Solaria's employees and directors
and other Complete Solaria stockholders hold, page 37
9.Refer to the table and revise the order of the three redemption scenarios to be consistent
with that of the table on page 36.  It appears the placement of subnote (4) should be
instead placed by the line item Sponsor and related parties, rather than the line item FACT
Public Stockholders.  Also for the description in subnote (4), please clarify this pertains to
the Assuming Maximum Redemption Scenario only.  Further, consider having the title of
the line item Sponsor and related parties on page 37 and the line item Founder Shares on
page 36 to be similarly titled.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 55
10.Refer to the discussion bullet points of Assuming Maximum Redemptions, Assuming $70
million in Trust Account and Assuming Minimum Redemptions.  Please revise the order
of the discussion bullets to be consistent with the order of presentation in the table on page
56.  This comment is also applicable to the discussion bullet points and tables in the
unaudited pro forma financial information at page 228 to be consistent with the order of
presentation in the pro forma balance sheet and statements of operations.
Comparative Historical and Unaudited Pro Forma Per Share Financial Information, page 57
11.We note your disclosure in response to prior comment 12.  Refer to the historical book
value per common share line item of both FACT and Complete Solaria.  Given that each
entity has a stockholders' deficit at December 31, 2022, it is unclear as to how you arrived
at their positive, rather than negative, book value per share based on your disclosure of its
computation in subnote (3).   Please provide us supplementally with your computation of
historical book value per share based on the historical balance sheets of FACT and
Complete Solaria at pages F-3 and F-31, respectively.
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 207
12.We note your response to comment 15, but are unable to agree that a tax opinion is not
required by Item 601(b)(8) of Regulation S-K or Staff Legal Bulletin No. 19, as we view
the tax consequences to be material to the transaction and your disclosure contains
representations as to the tax free nature of the transaction. To the extent you intend to file
a short form tax opinion as Exhibit 8.1, please revise your disclosure on page 207 to state
that the discussion reflects the opinion of counsel. Please also make similar revisions to
the Questions and Answers section beginning on page 43.

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 April 24, 2023 Page 5
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
April 24, 2023
Page 5
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 228
13.Refer to the first full paragraph on page 230.  Please reconcile the percentages of total
shares outstanding for the Sponsor Earnout Shares, with the percentages disclosed on page
37.  For example, we note for the minimum redemption scenario, you disclose 6%,
whereas page 37 discloses 4%.  Please ensure consistency of all amounts and tabular
disclosures throughout the filing.
Note 1. Basis of Presentation, page 235
14.We have reviewed your response to prior comment 20.  Please expand the discussion of
the Required Transaction in the third paragraph on page 235 to discuss the accounting
treatment of the acquisition of the The Solaria Corporation ("Solaria") by Complete Solar
Holding Corporation ("Complete Solar").  In this regard, disclose the relevant portions
from your supplemental response of Solaria being a variable interest entity ("VIE") and
that Complete Solar was determined to be the primary beneficiary of this VIE, and thus
was deemed the accounting acqurer and recorded the acquisition at fair value of the net
assets acquired.
BUSINESS OF COMPLETE SOLARIA, INC., page 256
15.We note your response to comment 26 and reissue in part. Please revise your disclosure in
this section to clarify and expand Complete Solaria’s relationship to its Pro Partner
Network and solar distributors. Discuss the types of contracts, if any, Complete Solaria
enters into with its Pro Partner Network and distributors and what role Complete Solaria
plays in discussions between the Pro Partner Network and end-customers.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, page 306
16.We note the agreement entered into on March 1, 2023 between the Sponsor and Polar
Multi-Strategy Master Fund. Please revise this section to include a discussion of this
agreement. Please also include this agreement as an exhibit to your registration statement.
General
17.We note your response to comment 7 and reissue. Please provide us with any
correspondence between J.P. Morgan, DBSI, FACT or Complete Solaria relating to
the resignations of the aforementioned firms in the business combination, including the
formal letters and the transmissions thereof.
18.We note your response to comment 3. Please disclose why the waivers of each of J.P.
Morgan and DBSI were agreed to.
19.We note your response to comment 11 but are unable to locate the responsive disclosure.
Noting the disclosure that FACT expects the balance of the aggregate deferred fee to be

 FirstName LastNameAdam Gishen
 Comapany NameFreedom Acquisition I Corp.
 April 24, 2023 Page 6
 FirstName LastName
Adam Gishen
Freedom Acquisition I Corp.
April 24, 2023
Page 6
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.
            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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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

November 2, 2022
Securities and Exchange Commission
I 00 F Street, N.E.
Washington, D.C. 20549
Re: Freedom Acquisition I Corp.
To whom it may concern:
Reference is made to the Form 8-K (the ·'8-K") of Freedom Acquisition I Corp., a special
purpose acquisition company (the "Issuer"), filed on October 3, 2022, with respect to its entry into
a business combination agreement with Complete Solar Holding Corporation ("Complete Solar")
and The Solaria Corporation ("Solaria" and, together with Complete Solar, the "Target"), on
October 3, 2022, to effect a business combination between the Issuer and the Target (the
"Transaction "). As of the date hereof, no registration statement or proxy statement with respect
to the Transaction has been filed.
This letter is to advise you that, effective as of November 2, 2022, our firm has resigned
from, or ceased or refused to act in, every capacity and relationship with respect to the Transact ion.
Therefore, we hereby advise you, and have advised the Issuer, pursuant to Section I I (b )(I)
of the Securities Act of 1933, as amended (the "Securities Act''), that none of our firm, any person
who controls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended) or any of its affiliates (within the meaning of Rule
405 under the Securities Act) wil I be responsible for any part of any registration statement or proxy
statement that may be filed in connection with the Transaction. This notice is not intended to
constitute an acknowledgment or admission that we have been or are an underwriter (within the
meaning of Section 2(a)( 11) of the Securities Act or the rules and regulations promulgated
thereunder) with respect to the Transaction.
[Remainder of this page intentionally left blank]
Confidential

Sincerely,
Deutsche Bank Securities Inc.
By: -1--,,;_~-----\I---====~
Ti,:~ Ma. IA~ P1 r da-i
ByNah~s~
Title: 1>irtc..fu,
Confidential

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.

United States securities and exchange commission logo
February 7, 2023
Adam Gishen
Chief Executive Officer
Freedom Acquisition I Corp.
14 Wall Street, 20th Floor
New York, New York 10005
Re:Freedom Acquisition I Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 17, 2023
File No. 001-40117
Dear Adam Gishen:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brandon J. Bortner, Esq.

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR CORRESP

February 2, 2023

U.S. Securities & Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C.
20549

 Attention: Jeffrey Gabor and Catherine De Lorenzo

Re:
 Freedom Acquisition I Corp.

Preliminary Proxy Statement on Schedule 14A

Filed January 17, 2023

File No. 001-40117

Ladies and Gentlemen:

 Pursuant to my discussion
with Mr. Jeffrey Gabor of the Division of Corporation Finance on February 1, 2023, Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), is hereby submitting as correspondence marked pages
set forth on Exhibit A hereto showing proposed changes to the Company’s Preliminary Proxy Statement on Schedule 14A submitted to the U.S. Securities and Exchange Commission on January 17, 2023 (the “Preliminary
Proxy Statement”). These proposed changes are intended to be responsive to the requests made by Mr. Jeffrey Gabor during our call and would be subsequently made in the Company’s Definitive Proxy Statement on Schedule 14A (the
“Proxy Statement”).

 The Company respectfully requests that the Staff review the filed correspondence in advance
of the Company filing its Proxy Statement.

*            *
 *            *            *

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (202)
551-1840.

 We thank you in advance for your assistance.

Sincerely,

 /s/ Brandon Bortner, Esq.

for PAUL HASTINGS LLP

 Enclosure

cc:
 Adam Gishen, Freedom Acquisition I Corp.

 February 2, 2023

  Page
 2

 EXHIBIT A

Pursuant to our conversation with the Staff, the risk factor disclosure on page 5 of the Preliminary Proxy Statement will be revised in the
Definitive Proxy Statement as follows:

*            *
 *            *            *

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial
Business Combination and instead liquidate the Company. To mitigate the risk of being deemed to be an investment company for purposes
of the Investment Company Act,
we may
 instruct
 Continental to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account
in a
 bank deposit account.

 As described further above, the SPAC Rule Proposals relate, among other matters, to the
circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of
“investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC
transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company
for a Business Combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial
Business Combination no later than 24 months after the effective date of the IPO Registration Statement.

 The amounts held in the Trust Account are invested in permitted United States “government
 securities” within
 the meaning of
Section 2(a
)(16)
 of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct
U.S. government treasury obligations. As of September 30, 2022, there was $347,127,888 in investments held in the Trust Account. There is currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a
company like ours, that anticipates completing its Business Combination within 24 months after the effective date of the IPO Registration Statement. We expect
to. Regardless of the SPAC Rule Proposals or
 whether or not we complete our initial Business Combination within 24 months
after the effective date of our IPO Registration Statement,
of such date. Regardless it is possible that a claim could be made that we have been operating
as, and we could be deemed to be, an unregistered
investment company. The longer that the funds in the Trust Account are held in U.S.
 government
 securities or in money market funds invested exclusively in such securities, even prior to the
24-month anniversary of the effective date of our IPO Registration Statement, the greater risk that we may be considered an
unregistered investment company, in which case we may be required to liquidate.

 February 2, 2023

  Page
 3

Accordingly, we may determine, in our discretion, to instruct
Continental,
 the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the
Trust Account in a bank deposit account, subject to the terms and conditions of the Trust Agreement. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 3.0% per annum, which yield may be
materially less than the current investments in connection with the Trust Account.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we
would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company
and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that
we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the
investment opportunity associated with an investment in the combined company, including potential price appreciation of our securities.

*            *
 *            *            *

Correspondingly, the disclosure on page 16 of the Preliminary Proxy Statement will be revised in the Definitive Proxy Statement as follows:

*            *
 *            *            *

How are the funds in the Trust Account currently being held?

With respect to the regulation of special purpose acquisition companies
(“SPACs”) like the Company, (“SPACs”) on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule
Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell
companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs
could become subject to regulation under the Investment Company Act of 1940, as amended, including a
proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

 February 2, 2023

  Page
 4

 With regard
to the SEC’s investment company proposals
included in the SPAC Rule Proposals, while the funds in the Trust Account were, since the Company’s initial public offering, held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(I)(A) of the Investment Company Act of 1940), on
February 25, 2021, the Company instructed
Continental Stock Transfer & Trust Company,
the trustee managing the Trust Account, to hold all funds in the Trust Account in cash until the earlier of consummation of the Business Combination and liquidation of the Company.

There is
currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC. Regardless of the SPAC Rule Proposals or whether or not we complete our initial Business Combination within 24 months after the effective date of our
IPO Registration Statement, it is possible that a claim could be made that we have been operating as an unregistered investment company. Even prior to the 24-month anniversary of the effective date of our IPO
Registration Statement, we may be deemed to be an investment company.

 The amounts held in the Trust Account are invested in permitted United States “government
 securities” within
 the meaning of
Section 2(a)(16)
 of the Investment Company Act, having a maturity of 185 days or less or in money market funds investing
solelymeeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act that invest only in direct U.S. government treasury obligations. As of
September 30,
 2022, there was $347,127,888 in U.S. Treasuries, to mitigate the risk of being viewed as operating an
unregistered investment company (including pursuant to the subjective test of Section 3(a)(I)(A) of the Investment Company Act of 1940), on
February 25, 2021, the Company
instructedinvestments held in the Trust Account. The longer that the funds in the Trust Account are
held in
U.S.
 government
 securities or in money market funds invested exclusively in such securities, even prior to the
24-month anniversary of the effective date of our IPO Registration Statement, the greater risk that we may be considered an
unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to instruct Continental Stock Transfer & Trust Company, the trustee managing the Trust
Account,with respect to the Trust Account, to liquidate the U.S. government
 treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in casha bank deposit
account until the earlier of consummation of the Business Combination and liquidation of the Company, subject to the terms and conditions of the Trust Agreement. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 3.0% per annum,
which yield may be materially less than the current investments with respect to the Trust
Account. See the section entitled “Risk
 Factors—If we are deemed to be an investment company for purposes of the Investment Company Act, we would be
required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may
abandon our efforts to complete an initial Business Combination and instead liquidate the Company. To mitigate the risk of being deemed to be an investment company for purposes of the Investment Company Act, we may instruct Continental to liquidate
the securities held in the Trust Account and instead hold all funds in the Trust Account in a bank deposit
account.”

 February 2, 2023

  Page
 5

*            *
 *            *            *

Correspondingly, the disclosure on page 39 of the Preliminary Proxy Statement will be revised in the Definitive Proxy Statement as follows:

*            *
 *            *            *

Overview

 On March 2, 2021, FACT
consummated its initial public offering (“IPO”) of 34,500,000 units, with each unit consisting of one Class A Ordinary Share and one-fourth of one redeemable warrant to purchase one
Class A Ordinary Share. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 6,266,667 private placement warrants at a purchase price of $1.50 per private placement warrant to Freedom Acquisition I
LLC (the “Sponsor”), generating gross proceeds to us of $9.4 million. Following the closing of the Company’s IPO, an aggregate of $345.0 million ($10.00 per unit) of the net proceeds from its IPO and the sale of the
private placement warrants were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. Our Charter provides for the return of the
IPO proceeds held in the Trust Account to the holders of public shares if we do not complete our initial business combination by March 2, 2023. The amounts held in the Trust Account are invested in permitted United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. As of September 30, 2022, there was $347,127,888 in
investments held in the Trust Account and approximately $169,558 of cash held outside the Trust Account. To mitigate
the risk of being deemed to be an investment company for purposes of the Investment Company Act, we may determine, in our discretion, to instruct
Continental,
 the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the
Trust Account in a bank deposit account, subject to the terms and conditions of the Trust Agreement. See the section entitled
“Risk Factors—If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute
burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to
complete an initial Business Combination and instead liquidate the Company. To mitigate the risk of being deemed to be an investment company for purposes of the Investment Company Act, we may instruct Continental to liquidate the securities held in
the Trust Account and instead hold all funds in the Trust Account in a bank deposit
account.”