Complete Solaria, Inc. entered into a definitive business combination agreement to acquire Freedom Acquisition I Corp. from a group of shareholders for $450 million in a reverse merger transaction.
The business combination transactions between Complete Solaria and Freedom have been approved by the Boards of Directors of each of Complete Solar, Solaria and Freedom. The transaction will require the approval of the stockholders of Freedom and Complete Solaria, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, Freedom having at least $5,000,001 of net tangible assets upon the Closing, receipt of approval for listing by The New York Stock Exchange of the shares of Freedom common stock to be issued in the Business Combination, effectiveness of the registration statement and is subject to satisfaction or waiver of the conditions stated in the definitive agreements and other customary closing conditions, including review by the Securities and Exchange Commission (the SEC). FACT Board formed a special committee consisting of all of the members of the FACT Board other than Edward Zeng to review, evaluate, negotiate and approve a business combination transaction. Freedom entered into a Sponsor Support Agreement and Company Stockholders Support Agreement to vote in favor of the transaction. As on November 7, 2022, the completion of the merger between Complete Solar and Solaria satisfies one of the conditions to closing of the previously announced business combination between Complete Solaria and Freedom Acquisition I Corp. The transaction is expected to close in the first half of 2023. The transaction is expected to close in the second quarter of 2023. The business combination is expected to provide gross proceeds of up to approximately $376 million. Complete Solaria's combined business is expected to generate $120 million of revenue in 2022, and more than double in 2023, supporting the expectation of achieving breakeven EBITDA in the second half of the year. The Second Amendment amends the Business Combination Agreement by providing that, if Freedom and Complete Solaria determine in good faith by January 1, 2023 that it is probable that the Business Combination will be consummated after March 1, 2023, Freedom will be required to prepare (with the reasonable cooperation of Complete Solaria) and file with the U.S. Securities and Exchange Commission a proxy statement pursuant to which it will seek the approval of its shareholders for proposals to amend Freedom's organizational documents to extend the time period for Freedom to consummate its initial business combination for up to an additional six (6) months, from March 2, 2023 to September 2, 2023. As of February 1, 2023, business combination is expected to close in the first half of 2023.
Matthew Hemington, Miguel Vega, John McKenna and Rishab Kumar of Cooley is serving as legal advisor to Complete Solaria. David M. Hernand, Brandon Bortner and Sahand Moarefy of Paul Hastings LLP is serving as legal advisor to Freedom. Duff and Phelps acted as fairness opinion provider and financial advisor to the Board of Directors of Freedom in connection with the proposed business combination with Complete Solaria and received a fee of $450,000. Marathon Capital LLC is acting as financial advisor and Lead Capital Markets Advisor to Complete Solaria and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC is acting as financial and Lead Capital Markets Advisor to Freedom. Jorge Medina and Mona Dajani of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Complete Solaria. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Freedom Acquisition. Freedom Acquisition engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting for a fee of $20,000. China Bridge Capital acted as financial advisor to FACT. Cantor Fitzgerald & Co. acted as financial advisor to Complete Solaria, Inc. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to Duff and Phelps in the transaction.