United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)*
Complete
Solaria, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001
(Title
of Class of Securities)
20460L104
(CUSIP
Number)
September
30, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b) |
| ☒ |
Rule 13d-1(c) |
| ☐ |
Rule 13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 20460L104 | Schedule
13G | Page
1 Of 23 |
| 1 |
Names
of Reporting Persons
The
Carlyle Group Inc.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
CO
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 2
Of 23 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings I GP Inc.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
CO
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 3
Of 23 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings I GP Sub L.L.C.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 4
Of 23 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings I L.P.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
PN
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 5
Of 23 |
| 1 |
Names
of Reporting Persons
CG
Subsidiary Holdings L.L.C.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 6
Of 23 |
| 1 |
Names
of Reporting Persons
TC
Group, L.L.C.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 7
Of 23 |
| 1 |
Names
of Reporting Persons
TC
Group Sub L.P.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
PN
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 8
Of 23 |
| 1 |
Names
of Reporting Persons
CRSEF
Lux GP S.à r.l.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Luxembourg
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
OO
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 9
Of 23 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings II GP L.L.C.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 10
Of 23 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings II L.L.C.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 11
Of 23 |
| 1 |
Names
of Reporting Persons
TC
Group Cayman Investment Holdings, L.P.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
PN
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 12
Of 23 |
| 1 |
Names
of Reporting Persons
TC
Group Cayman Investment Holdings Sub L.P.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
PN
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 13
Of 23 |
| 1 |
Names
of Reporting Persons
CRSEF
GP, L.L.C.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 14
Of 23 |
| 1 |
Names
of Reporting Persons
CRSEF
Managing GP, L.P.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Ontario,
Canada
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
PN
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 15
Of 23 |
| 1 |
Names
of Reporting Persons
Carlyle
CRSEF Solis Aggregator, S.C.Sp.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Luxembourg
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
PN
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 16
Of 23 |
| 1 |
Names
of Reporting Persons
CRSEF
Solis Holdings, L.L.C.
|
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
8,107,842
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
8,107,842
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,107,842
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.9%
|
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. 20460L104 | Schedule
13G | Page 17
Of 23 |
| ITEM
1. |
(a) |
Name of Issuer: |
Complete
Solaria, Inc. (the “Issuer”)
| |
(b) |
Address of Issuer’s Principal Executive
Offices: |
45700
Northport Loop East, Fremont, CA 94538.
| ITEM
2. |
(a) |
Name of Person Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
The
Carlyle Group Inc.
Carlyle
Holdings I GP Inc.
Carlyle
Holdings I GP Sub L.L.C.
Carlyle
Holdings I L.P.
CG
Subsidiary Holdings L.L.C.
TC
Group, L.L.C.
TC
Group Sub L.P.
CRSEF
Lux GP S.à r.l.
Carlyle
Holdings II GP L.L.C.
Carlyle
Holdings II L.L.C.
TC
Group Cayman Investment Holdings, L.P.
TC
Group Cayman Investment Holdings Sub L.P.
CRSEF
GP, L.L.C.
CRSEF
Managing GP, L.P.
Carlyle
CRSEF Solis Aggregator, S.C.Sp.
CRSEF
Solis Holdings, L.L.C.
| |
(b) |
Address or Principal Business Office: |
The
principal business office address for each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P.
is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008. The principal business office address for CRSEF
Lux GP S.à r.l. and Carlyle CRSEF Solis Aggregator, S.C.Sp. is c/o The Carlyle Group, 2, avenue Charles de Gaulle, L-1653 Luxembourg,
Luxembourg. The principal business office address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania
Avenue NW, Suite 220 South, Washington, DC 20004-2505.
| |
(c) |
Citizenship of each Reporting
Person is: |
Each
of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is organized under the laws of the Cayman
Islands. Each of CRSEF Lux GP S.à r.l. and Carlyle CRSEF Solis Aggregator, S.C.Sp. is organized under the laws of Luxembourg.
CRSEF Managing GP, L.P. is organized under the laws of Ontario, Canada. Each of the remaining Reporting Persons is organized under the
laws of the State of Delaware.
| |
(d) |
Title of Class of Securities: |
Common
stock, par value $0.0001 per share (“Common Stock”).
20460L104
Not
applicable.
| CUSIP
No. 20460L104 | Schedule
13G | Page 18
Of 23 |
(a-c)
The
ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date of this filing, based
upon 74,467,519 shares of Common Stock outstanding as of the date of this filing, which includes: (i) 63,613,798 shares of Common Stock
outstanding as of August 13, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2024; (ii) 4,901,340 shares of Common Stock issued upon exercise of a warrant beneficially owned by the Reporting
Persons on October 3, 2024; and (iii) 5,952,381 shares of Common Stock issuable upon conversion of a convertible note beneficially owned
by the Reporting Persons.
| Reporting
Person | |
Amount beneficially owned | | |
Percent of
class: | | |
Sole
power to vote or to direct the vote: | | |
Shared
power to vote or to direct the vote: | | |
Sole
power to dispose or to direct the disposition of: | | |
Shared power
to dispose
or to
direct the disposition of: | |
| The Carlyle Group Inc. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| Carlyle Holdings I GP Inc. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| Carlyle Holdings I GP Sub L.L.C. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| Carlyle Holdings I L.P. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| CG Subsidiary Holdings L.L.C. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| TC Group, L.L.C. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| TC Group Sub L.P. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| CRSEF Lux GP S.à r.l. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| Carlyle Holdings II GP L.L.C. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| Carlyle Holdings II L.L.C. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| TC Group Cayman Investment Holdings, L.P. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| TC Group Cayman Investment Holdings Sub L.P. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| CRSEF GP, L.L.C. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| CRSEF Managing GP, L.P. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| Carlyle CRSEF Solis Aggregator, S.C.Sp. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
| CRSEF Solis Holdings, L.L.C. | |
| 8,107,842 | | |
| 10.9 | % | |
| 0 | | |
| 8,107,842 | | |
| 0 | | |
| 8,107,842 | |
The
amounts reported in the table above include: (i) 2,155,461 shares of Common Stock held of record by CRSEF Solis Holdings, L.L.C. and
(ii) 5,952,381 shares of Common Stock issuable upon conversion of a convertible note held of record by CRSEF Solis Holdings, L.L.C.
The
Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which
is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect
to the securities managed by CRSEF Lux GP S.à r.l., is the managing member of CG Subsidiary Holdings L.L.C., which is the managing
member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the sole shareholder of CRSEF Lux GP S.à
r.l., which is a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.
| CUSIP
No. 20460L104 | Schedule
13G | Page 19
Of 23 |
The
Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C.,
which, with respect to the securities managed by CRSEF Managing GP, L.P., is the managing member of CG Subsidiary Holdings L.L.C., which
is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings
Sub L.P., which is the sole member of CRSEF GP, L.L.C., which is the general partner of CRSEF Managing GP, L.P., which is also a general
partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.
Carlyle
CRSEF Solis Aggregator, S.C.Sp. is the managing member of CRSEF Solis Holdings, L.L.C. Accordingly, each of the entities named above
may be deemed to share beneficial ownership of the securities held of record by CRSEF Solis Holdings, L.L.C. Each of them disclaims any
such beneficial ownership of such securities.
| ITEM
5. |
Ownership of Five Percent or Less of a Class. |
Not
applicable.
| ITEM
6. |
Ownership of More than
Five Percent on Behalf of Another Person. |
Not
applicable.
| ITEM
7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not
applicable.
| ITEM
8. |
Identification and Classification
of Members of the Group. |
Not
applicable.
| ITEM
9. |
Notice of Dissolution of
Group. |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and were not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and were not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
| CUSIP
No. 20460L104 | Schedule
13G | Page 20
Of 23 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
November 12, 2024
| |
The
Carlyle Group Inc. |
| |
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
Redett |
| |
Title:
|
Chief
Financial Officer |
| |
|
|
| |
Carlyle
Holdings I GP Inc. |
| |
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
Redett |
| |
Title:
|
Managing
Director and Chief Financial Officer |
| |
|
|
| |
Carlyle
Holdings I GP Sub L.L.C. |
| |
|
| |
By:
|
Carlyle
Holdings I GP Inc., its sole member |
| |
|
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
Redett |
| |
Title:
|
Managing
Director and Chief Financial Officer |
| |
|
|
| |
Carlyle
Holdings I L.P. |
| |
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
CG
Subsidiary Holdings L.L.C. |
| |
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group, L.L.C. |
| |
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
Redett |
| |
Title:
|
Managing
Director |
| CUSIP
No. 20460L104 | Schedule
13G | Page 21
Of 23 |
| |
TC
Group Sub L.P. |
| |
|
| |
By:
|
TC
Group, L.L.C., its general partner |
| |
|
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
CRSEF
Lux GP S.à r.l. |
| |
|
| |
By:
|
/s/
Daniel Fischbach |
| |
Name:
|
Daniel
Fischbach |
| |
Title: |
Manager |
| |
|
|
| |
By:
|
/s/
Sabine Belair |
| |
Name:
|
Sabine
Belair |
| |
Title:
|
Manager |
| |
|
|
| |
Carlyle
Holdings II GP L.L.C. |
| |
|
| |
By:
|
The
Carlyle Group Inc., its sole member |
| |
|
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
C. Redett |
| |
Title:
|
Chief
Financial Officer |
| |
|
|
| |
Carlyle
Holdings II L.L.C. |
| |
|
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group Cayman Investment Holdings, L.P. |
| |
|
|
| |
By:
|
CG
Subsidiary Holdings L.L.C., its general partner |
| |
|
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group Cayman Investment Holdings Sub L.P. |
| |
|
|
| |
By:
|
TC
Group Cayman Investment Holdings, L.P., its general partner |
| |
By:
|
CG
Subsidiary Holdings L.L.C., its general partner |
| |
|
|
| |
By:
|
/s/
Anne Frederick, attorney-in-fact |
| |
Name:
|
John
C. Redett |
| |
Title:
|
Managing
Director |
| CUSIP
No. 20460L104 | Schedule
13G | Page 22
Of 23 |
| |
CRSEF
GP, L.L.C. |
| |
|
|
| |
By: |
/s/
Sanket Patel |
| |
Name:
|
Sanket
Patel |
| |
Title: |
Vice
President |
| |
|
|
| |
CRSEF
Managing GP, L.P. |
| |
|
| |
By:
|
CRSEF
GP, L.L.C., its general partner |
| |
|
|
| |
By: |
/s/
Sanket Patel |
| |
Name:
|
Sanket
Patel |
| |
Title:
|
Vice
President |
| |
|
|
| |
Carlyle
CRSEF Solis Aggregator, S.C.Sp. |
| |
|
|
| |
By:
|
CRSEF
Managing GP, L.P., its general partner |
| |
By: |
CRSEF
GP, L.L.C., its general partner |
| |
|
|
| |
By:
|
/s/
Sanket Patel |
| |
Name:
|
Sanket
Patel |
| |
Title:
|
Vice
President |
| |
|
|
| |
And
by: CRSEF Lux GP S.à r.l., its general partner |
| |
|
|
| |
By:
|
/s/
Daniel Fischbach |
| |
Name:
|
Daniel
Fischbach |
| |
Title: |
Manager |
| |
|
|
| |
By: |
/s/
Sabine Belair |
| |
Name: |
Sabine
Belair |
| |
Title:
|
Manager |
| |
|
| |
CRSEF
Solis Holdings, L.L.C. |
| |
|
| |
By:
|
Carlyle
CRSEF Solis Aggregator, S.C.Sp., its managing member |
| |
|
|
| |
By:
|
CRSEF
Managing GP, L.P., its general partner |
| |
By:
|
CRSEF
GP, L.L.C., its general partner |
| |
|
|
| |
By: |
/s/
Sanket Patel |
| |
Name:
|
Sanket
Patel |
| |
Title:
|
Vice
President |
| |
|
|
| |
And
by: CRSEF Lux GP S.à r.l., its general partner |
| |
|
|
| |
By:
|
/s/
Daniel Fischbach |
| |
Name:
|
Daniel
Fischbach |
| |
Title: |
Manager |
| |
|
|
| |
By:
|
/s/
Sabine Belair |
| |
Name: |
Sabine
Belair |
| |
Title:
|
Manager |
| CUSIP
No. 20460L104 | Schedule
13G | Page 23
Of 23 |
LIST
OF EXHIBITS
Carlyle (NASDAQ:CGABL)
過去 株価チャート
から 12 2024 まで 1 2025
Carlyle (NASDAQ:CGABL)
過去 株価チャート
から 1 2024 まで 1 2025
