Complete Solaria, Inc. (“Complete Solaria”), a leading solar
technology, services, and installation company, Freedom Acquisition
I Corp. (“Freedom”) (NYSE: FACT), a publicly traded special purpose
acquisition company, CS Solis LLC, a Delaware limited liability
company, and CRSEF Solis Holdings, L.L.C., a Delaware limited
liability company, today announced they have entered into a consent
agreement related to the proposed business combination between
Complete Solaria and Freedom. For further information, please refer
to the supplement to the proxy statement/prospectus in connection
with the proposed business combination, which can be accessed via
the website of the U.S. Securities and Exchange Commission’s (the
“SEC”) at:
https://www.sec.gov/Archives/edgar/data/1838987/000119312523184156/d532137d424b3.htm.
Shareholder Vote
The extraordinary general meeting of Freedom’s shareholders (the
“Special Meeting”) to approve the proposed business combination
between Complete Solaria and Freedom is scheduled to be held on
July 11, 2023 at 10:00 a.m. Eastern Time via a virtual meeting
format at https://www.cstproxy.com/freedomac1/sm2023. If the
proposals at the Special Meeting are approved, the parties
anticipate that the business combination will close and shares of
common stock and warrants of the combined entity will commence
trading shortly thereafter on the Nasdaq Stock Market under the new
symbols “CSLR” and “CSLR.WS”, respectively, subject to the
satisfaction or waiver, as applicable, of all other closing
conditions.
Every shareholder's vote is important, regardless of the number
of shares held. Accordingly, Freedom requests that each shareholder
complete, sign, date and return a proxy card (or cast their vote by
telephone or internet as provided on each proxy card) as soon as
possible and, if by internet, no later than 11:59 p.m. Eastern Time
on July 10, 2023, to ensure that such shareholder's shares will be
represented at the Special Meeting. Shareholders who hold shares in
“street name” through a broker, bank or other nominee should
contact their broker, bank or nominee to ensure that their shares
are voted at the Special Meeting.
If any Freedom shareholder does not receive the definitive proxy
statement/prospectus, as supplemented (the “Proxy Statement”), in
connection with the proposed business combination, such shareholder
should (i) confirm their Proxy Statement’s status with their broker
or (ii) contact Morrow Sodali LLC, Freedom’s proxy solicitor, for
assistance via e-mail at FACT.info@investor.morrowsodali.com or
toll-free call at 800-662-5200. Banks and brokers can call Morrow
Sodali LLC at 203-658-9400.
About Complete Solaria
Complete Solaria is a solar company with unique technology and
an end-to-end customer offering, which is expected to include
financing, project fulfilment, and customer service, allowing it to
sell more products across more markets and enable more options for
customers wishing to make the switch to a more energy-efficient
lifestyle. To learn more, visit:
https://www.completesolaria.com.
About Freedom
Freedom is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. Freedom is led by Executive Chairman Tidjane
Thiam, who previously served as CEO of Credit Suisse and
Prudential. Senior management of Freedom also includes Chief
Executive Officer Adam Gishen and Edward Zeng, a proven
entrepreneur with a strong track record of creating value for
investors across financial services, technology and energy
transition sectors. To learn more about Freedom, visit
www.freedomac1.com.
Forward Looking Statements
This press release may contain certain forward-looking
statements within the meaning of the federal securities laws with
respect to the referenced and proposed transactions. These
forward-looking statements generally are identified by the words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would,” and similar expressions,
but the absence of these words does not mean that a statement is
not a forward-looking statement. Forward-looking statements are
forecasts, predictions, projections and other statements about
future events that are based on current expectations, hopes,
beliefs, intentions, strategies and assumptions and, as a result,
are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (i)
the risk that the proposed business combination may not be
completed in a timely manner or at all; (ii) the risk that the
proposed business combination between Freedom and Complete Solaria
may not be completed by Freedom’s business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by Freedom; (iii) the failure to
satisfy the conditions to the consummation of the proposed business
combination; (iv) the effect of the announcement or pendency of the
proposed business combination on Complete Solaria’s business
relationships, operating results, and business generally; (v) risks
that the proposed business combination disrupts current plans and
operations of the companies or diverts managements’ attention from
Complete Solaria’s ongoing business operations and potential
difficulties in employee retention as a result of the announcement
and consummation of the proposed business combination; (vi) the
outcome of any legal proceedings that may be instituted in
connection with the proposed business combination; (vii) the
ability to maintain the listing of Freedom’s securities on a
national securities exchange; (viii) the price of Freedom’s
securities may be volatile due to a variety of factors, including
changes in the applicable competitive or regulatory landscapes,
variations in operating performance across competitors, changes in
laws and regulations affecting Freedom’s or Complete Solaria’s
business, and changes in the combined capital structure; (ix) the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed business
combination, and identify and realize additional opportunities; (x)
the ability to recognize the anticipated benefits of the previously
consummated Complete Solaria merger and the proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (xi) the
evolution of the markets in which Complete Solaria will compete;
(xii) the costs related to the previously consummated Complete
Solaria merger and the proposed business combination; (xiii) any
impact of the COVID-19 pandemic on Complete Solaria’s business; and
(xiv) Freedom and Complete Solaria’s expectations regarding market
opportunities.
The foregoing list of factors is not exhaustive. Readers should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the
Registration Statement and other documents filed by Freedom from
time to time with the SEC. Such filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Freedom and
Complete Solaria assume no obligation and do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither Freedom nor
Complete Solaria gives any assurance that any of them will achieve
its expectations.
Important Information and Where to Find It
This press release relates to proposed transactions involving
Complete Solaria and Freedom. Freedom has filed a registration
statement on Form S-4 (the “Registration Statement”), which was
declared effective by the SEC on June 30, 2023 and which includes a
proxy statement for the solicitation of Freedom shareholder
approval and a prospectus for the offer and sale of Freedom
securities in the proposed transaction with Complete Solaria, and
other relevant documents with the SEC to be used at its
extraordinary general meeting of shareholders to approve the
proposed transaction with Complete Solaria. The proxy
statement/prospectus has been mailed to shareholders as of the
record date established for voting on the proposed business
combination between Freedom and Complete Solaria. INVESTORS AND
SECURITY HOLDERS OF FREEDOM AND COMPLETE SOLARIA ARE URGED TO READ
THE REGISTRATION STATEMENT, PROXY STATEMENT, PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain free copies of documents
filed by Freedom with the SEC, through the website maintained by
the SEC at www.sec.gov.
Participants in the Solicitation
Freedom, Complete Solaria and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies of Freedom’s shareholders in connection
with the proposed business combination between Freedom and Complete
Solaria. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination between Freedom and Complete Solaria are
contained in the proxy statement/prospectus pertaining to the
proposed transaction when available at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination between Freedom and
Complete Solaria. This press release shall also not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230707200391/en/
Investor Relations – Complete Solaria Sioban Hickie, ICR,
Inc. CompleteSolariaIR@icrinc.com
Public Relations – Complete Solaria Doug Donsky, ICR,
Inc. CompleteSolariaPR@icrinc.com
Investor Relations – Freedom Adam Gishen, Freedom
Acquisition l Corp. ag@freedomac1.com
Public Relations – Freedom Andy Smith, Powerscourt (U.K.)
andy.smith@powerscourt-group.com
Freedom Acquisition I (NYSE:FACT)
過去 株価チャート
から 4 2024 まで 5 2024
Freedom Acquisition I (NYSE:FACT)
過去 株価チャート
から 5 2023 まで 5 2024