UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 29, 2024.

 or

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from
to

 Commission File Number 001-40117

 (Exact name of registrant as specified in its charter)

 Delaware

 93-2279786

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 45700 Northport Loop East, Fremont, California

 94538

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (510) 270-2507

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading symbol

 Name of each exchange on which registered

 Common stock, par value $0.0001

per share

 SPWR

 Nasdaq

 Redeemable warrants, each whole
 warrant exercisable for one common
 stock

 SPWRW

 Nasdaq

 Securities registered pursuant to Section 12(g)
of the Act:

 None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of registrant's
voting and non-voting common stock held by non-affiliates of registrant on June 28, 2024, the last business day of the registrant's
most recently completed second fiscal quarter, was approximately $ 36.1 million, based upon the closing sale price of the registrant's
shares of common stock of $1.12 as reported on The Nasdaq Global Market. Shares of common stock held by each officer and director have
been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination
for other purposes.

 As of April 28, 2025, 80,165,123 shares of common
stock, par value $0.0001 per share, were issued and outstanding.

AND SUBSIDIARIES

 PAGES

 PART I.

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 PART II.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART III.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 PART IV.

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS

 Certain
statements in this Annual Report on Form 10-K may constitute "forward-looking statements" for purposes of the federal securities
laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team's expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "will," "would" and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form
10-K may include, for example and without limitation, statements about:

 our
direct and indirect exposure to companies in the solar and renewable energy industries that are facing financial difficulties and potential
bankruptcies;

 our ability to grow and manage growth profitably following the closing of
the Business Combination and the acquisition of the SunPower Businesses;

 disruptions in our supply chains and distribution channels, tariffs and trade barriers, export regulations, bank failures, geopolitical conflicts and other macroeconomic conditions on our business and operations, results of operations and financial position;

 our ability to leverage our acquisition under the asset purchase agreement with SunPower and other acquisitions, including our ability to integrate acquired businesses, to fund and meet the liquidity needs of the acquired businesses, to retain key employees of the acquired businesses, to take advantage of growth opportunities and to realize the expected benefits of such acquisitions;

 the potential impact of changes to and developments relating to the regulations and policies applicable to our business, customers and the industry;

 changes in the availability of rebates, tax credits and other incentives;

 changes impacting the demand for solar solutions from residential customers and small and medium-sized businesses, including changes resulting from the current political climate and also changes in the price of electricity from other sources, including traditional utilities;

 changes in and the volatility of interest rates;

 our financial and business performance following the Business Combination and the acquisition of the SunPower Businesses, including financial projections and business metrics, and our ability to manage our costs;

 changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

 our future capital requirements, the sufficiency of our cash, and sources and uses of cash, including cash required to service our current and future borrowings;

 our ability to obtain funding for our operations and future growth,
including in connection with the integration of our acquisitions, and our ability to raise capital and refinance our existing debt;

 ii

 our ability to meet the expectations of new and current customers, and our ability to achieve market acceptance for our products and services, especially in light of the intense competition faced in our industry;

 our expectations and forecasts with respect to market opportunity and market growth;

 our expectations and plans relating to cost control efforts (including
headcount management and potential reductions) and expectations with respect to when we achieve breakeven operating income;

 the ability of our products and services to meet customers' compliance and regulatory needs;

 our ability to attract and retain qualified employees and management;

 our ability to develop and maintain our brand and reputation, and our
ability to maintain our relationships with key suppliers, installers and build partners;

 developments and projections relating to our competitors and industry;

 changes in general economic and financial conditions, inflationary pressures and the resulting impact demand, and our ability to plan for and respond to the impact of those changes;

 our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and

 our business, expansion plans and opportunities.

 Actual
events or results may differ from those expressed in forward-looking statements. You should not rely on forward-looking statements as
predictions of future events. We have based the forward-looking statements in this Annual Report on Form 10-K primarily on our current
expectations and projections about future events and trends that may affect our business, financial condition and operating results. The
outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in
the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive
and rapidly changing environment. New risks and uncertainties emerge from time to time, and we cannot predict all risks and uncertainties
that could impact the forward-looking statements contained in this Annual Report on Form 10-K. The results, events and circumstances reflected
in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from
those described in the forward-looking statements.

 In
addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based on information available to us as of the date of this Annual Report on Form 10-K. While we believe that information
provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain,
and investors are cautioned not to unduly rely on these statements.

 The
forward-looking statements in this Annual Report on Form 10-K relate only to events as of the date the statements are made. We undertake
no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after
the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required
by law. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place
undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of future acquisitions,
mergers, dispositions, joint ventures, or investments.

 iii

 SUMMARY RISK FACTORS

 We have a history of losses that may continue in the future; our management has identified conditions that raise substantial doubt about or ability to continue as a going concern; and we may not achieve profitability or generate positive cash flow.

 We may need to raise additional funding to finance our operations. This additional financing may not be available on acceptable terms or at all. Failure to obtain this necessary capital when needed may force us to curtain planned programs or cease operations entirely.

 We have identified material weaknesses in our internal controls over financial reporting. If we are unable to maintain effective internal controls over financial reporting and disclosure controls and procedures, the accuracy and timeliness of our financial and operating reporting may be adversely affected, and confidence in our operations and disclosures may be lost.

 Our failure to prepare and timely file our periodic reports with the SEC limits our access to the public markets to raise debt or equity capital.

 Changes in international trade policies, tariffs, or trade disputes could significantly and adversely affect our business, revenues, margins, results of operations, and cash flows.

 Our business depends in part on the availability of rebates, tax credits and other financial incentives. The expiration, elimination or reduction of these rebates, credits or incentives or the ability to monetize them could adversely impact the business.

 Macroeconomic conditions in our domestic and international markets, as well as inflation concerns, instability of financial institutions, rising interest rates, and recessionary concerns may adversely affect our industry, business and financial results.

 Existing regulations and policies and changes to these regulations and policies may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products and services.

 We rely on net metering and related policies to offer competitive pricing to customers in many of our current markets and changes to net metering policies may significantly reduce demand for electricity from residential solar energy systems.

 We utilize a limited number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar service offerings. Any shortage, delay or component price change from these suppliers or delays and price increases associated with the product transport logistics could result in sales and installation delays, cancellations and loss of market share.

 Our business substantially focuses on solar service agreements and transactions with residential customers.

 We have incurred losses and may be unable to achieve or sustain profitability in the future.

 A material drop in the retail price of utility-generated electricity
or electricity from other sources could adversely impact our ability to attract customers, which would harm our business, financial condition,

 Our growth strategy depends on the widespread adoption of solar power technology.

 We may not realize the anticipated benefits of past or future acquisitions, including the transactions under the asset purchase agreement with SunPower, and integration of these acquisitions may disrupt our business.

 Our success depends on the continuing contributions of key personnel, including Thurman J. Rodgers. If we are unable to attract and retain key employees and qualified personnel, our business and prospects could be harmed.

 Our warranty costs may exceed the warranty reserve.

 We are subject to legal proceedings and regulatory inquiries and may be named in additional claims or legal proceedings or become involved in regulatory inquiries, all of which are costly, distracting to our core business and could result in an unfavorable outcome or harm our business, financial condition, results of operations or the trading price for our securities.

 Our directors, executive officers and principal stockholders will continue to have significant influence over our company, which could limit your ability to influence the outcome of key transactions, including a change of control.

 The trading price of our common stock may be volatile, and you could lose all or part of your investment.

 If we fail to meet all applicable requirements of Nasdaq and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease.

 Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

 The conversion features of the Convertible Senior Notes may adversely affect our financial condition and operating results.

 Conversion of the Convertible Senior Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

 iv

 ITEM 1. BUSINESS

 Our Mission

 Our mission is to deliver
energy-efficient solutions to homeowners and small to medium-sized businesses that allow them to lower their energy bills while reducing
their carbon footprint. Complete Solaria, Inc., or Complete Solaria, has created a unique, end-to-end offering that delivers a best-in-class
customer experience with a robust technology platform, financing solutions, and high-performance solar modules.

 Business Overview

 Complete Solaria was formed
in November 2022 through the merger of Complete Solar Holding Corporation, a Delaware corporation ("Complete Solar"), and
The Solaria Corporation, a Delaware corporation (such entity, "Solaria," and such transaction, the "Business Combination").
Complete Solaria created a technology platform to offer clean energy products to homeowners by enabling a national network of sales partners
and build partners. Our sales partners generate solar installation contracts with homeowners on our behalf. To facilitate this process,
we provide the software tools, sales support and brand identity to our sales partners, making them competitive with national providers.
This turnkey solution makes it easy for anyone to sell solar. We fulfill our customer contracts by engaging with local construction specialists
and using our in-house installation experts. We manage the customer experience and complete all pre-construction activities prior to delivering
build-ready projects including hardware, engineering plans, and building permits to our builder partners and in-house teams.

 In October 2023, we sold solar
panel assets of The Solaria Corporation, including intellectual property and customer contracts to Maxeon Solar Technologies, Ltd. ("Maxeon")
pursuant to the terms of an asset purchase agreement (the "Disposal Agreement"). Under the terms of the Disposal Agreement,
Maxeon agreed to acquire certain assets and employees of Complete Solaria for an aggregate purchase price of approximately $11.0 million
consisting of 1,100,000 shares of Maxeon ordinary shares.

 We expect to continue making
acquisitions and entering into strategic partnerships as part of our long-term business strategy. For example, on August 5, 2024, Complete
Solaria entered into an Asset Purchase Agreement (the "APA") among Complete Solaria, SunPower Corporation ("SunPower")
and SunPower's direct and indirect subsidiaries (collectively, the "SunPower Debtors") providing for the sale and purchase
of certain assets relating to the Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated
by the SunPower Debtors (the "Acquired SunPower Assets"). The APA was entered into in connection with a voluntary petition
filed by SunPower under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532. The sale by SunPower was approved on September
23, 2024, by the United States Bankruptcy Court for the District of Delaware. The Company completed the acquisition of the Acquired SunPower
Assets effective September 30, 2024. The acquisition transactions under the APA are referred to herein as the "Acquisition,"
and the assets and businesses acquired by the Company under the APA are referred to as the "SunPower Businesses." The acquisition
was closed on September 30, 2024. As part of the acquisition the Company acquired Albatross, an order-to-management proprietary software
to manage our orders, fulfillment and customer service all in one central location.

 Revenue Model

 We offer Solar System
Sales and Installation to residential homeowners and the New Home Builders' community. The SunPower acquisition will allow us
to accelerate our revenue growth, and expand our footprint to deliver solar system sales into regions where we might have not
previously done business.

 Solar System Sales: Complete
Solaria sells solar systems to homeowners, home builders and small to medium-sized commercial customers through third-party sales partners.
Complete Solaria manages every aspect of project management for those contracts before ultimately contracting with builder partners or
using in-house installation experts to complete the construction and installation of the solar systems. This residential solar platform
provides homeowners with simple pricing for solar energy that provides significant savings compared to traditional utility energy. Homeowners
can choose from a wide array of system features and financing options that best meet their needs. By delivering the best-matched products
and a best-in-class customer experience, Complete Solaria establishes valuable customer relationships that can extend beyond the initial
solar energy system purchase and provide Complete Solaria with opportunities to offer additional products and services in the future.

 Technology Innovation

 Since its inception, Complete
Solaria has continued to invest in a platform of services and tools to enable large-scale operations for sales and builder partners. The
platform incorporates processes and software solutions that simplify and streamline design, proposals, and project management throughout
the lifecycle of a residential solar project. The platform empowers new market entrants and smaller industry participants with its plug-and-play
capabilities. The ecosystem Complete Solaria has built provides broad reach, and we believe it positions Complete Solaria for sustained
and rapid growth through a capital-efficient business model. The network of our partners continues to expand today.

 With the completion of the
SunPower acquisition we believe that our ability to fuel innovation and gain operational efficiencies through our priority platform, Albatross,
will allow us to service not only our customers more effectively but our sales and installation partners will be able to access real-time
data in order to run their business.

 Differentiation and Operating Results

 Delivering a differentiated
customer experience is core to Complete Solaria's strategy. It emphasizes a customized solution, including a design specific to
each customer's home and pricing configurations that typically drive both customer savings and value. Developing a trusted brand
and providing a customized solar service offering resonates with customers accustomed to a traditional residential power market that is
often overpriced and lacking in customer choice.

 Our overall mission is to
deliver energy-efficient solutions to homeowners, home builders and small to medium-sized businesses that allow them to lower their energy
bills while reducing their carbon footprint. We want to pass our operational costs savings back to our customers by keeping costs low
in an environment where labor costs are rising and interest rates remain uncertain. These operational costs savings are attributed to
the workforce that was acquired as part of the SunPower acquisition. We increased our operations center that supports operations, order
process, customer care and support, credit and collections, procurement, vendor management and accounting related functions, and have
rationalized our headcount.

 Our Strategy

 Complete Solaria's strategy
focuses on providing its sales partners with the software tools, sales support, and ability to compete effectively with national providers.
This turnkey solution makes it easy for anyone to sell solar.

 Solar System Sales

 Solar System Sales are full
systems sold to homeowners, home builders and small to medium-sized commercial businesses through Complete Solaria's sales partner
channels. Complete Solaria and its builder partners fulfill and install the systems.

 Increase revenue by
 expanding installation capacity and developing new geographic markets through Complete Solaria's partner programs— Certain
 Complete Solaria partners become builder partners who install systems resulting from sales generated by Complete Solaria's
 sales partners. By leveraging this network of skilled builders, in addition to our in-house installation experts, Complete Solaria
 aims to increase its installation capacity in traditional markets and expand its offering into new geographies throughout the
 U.S. We believe this will enable greater sales growth in existing markets and create new revenue in expansion
 markets.

 Increase
 revenue and margin by engaging national-scale sales partners—Complete Solaria expects
 to create a consistent offering with a single execution process for national-scale sales partners throughout their territories, including
 in territories where Complete Solaria does not currently operate. These national accounts have unique customer relationships that
 will facilitate meaningful sales opportunities and low acquisition cost to increase revenue and improve margin.

 Our Strengths

 The following strengths position
Complete Solaria to drive the mass adoption of residential solar in a manner that maximizes the value of its growing customer base over
the long term:

 Platform of Services and Tools: A diversified and multi-pronged customer acquisition approach. This infrastructure underpins the ability to enjoy broad customer reach with a low system-wide cost structure and positions Complete Solaria for expansion to every market where distributed solar energy generation can offer homeowners savings versus traditional utility retail power.

 Differentiated Customer Experience:
We offer a unique customer experience through various methods: customer-friendly solar service features, tailored designs and customizable
pricing for each homeowner, a highly consultative sales process, and a focus on customer savings.

 Access
 to customers through third-party sales channels: The turn-key solar product offering, best-in-class
 customer service, and national footprint support third-party sales channels and strategic national partnerships. Complete Solaria
 provides solutions for sales channels seeking to expand their geographic reach and strengthen their relationships with their own
 customers.

 Skilled
 labor workforce: We invest in safety first and ensure that our labor workforce is not only proficient in construction and energy
 but has strong communication, problem-solving and customer service skills. This allows them not only to make decisions quickly
 onsite but allows them to be empowered to service our customers on the spot and timely.

 Customer Service and Operations

 Solar System Sales

 Complete Solaria has made
significant investments to create a platform of services and tools that addresses customer origination, system design and installation,
and general customer support. Before a sales representative conducts a consultation, homeowners are pre-qualified based on a preliminary
evaluation which considers a homeowner's credit, home ownership, electricity usage and suitability of the roof based on age, condition,
shading and pitch. Once a homeowner is pre-qualified, all necessary data is collected and a proposal is generated for the homeowner. If
a homeowner is interested in moving forward, a customer contract is automatically generated for electronic execution. This contract then
undergoes a final review and before it is countersigned. Homeowners financing their purchase via a loan, lease or power purchase agreement
submit applications to financial institutions and, upon credit approval, execute financing agreements between the homeowner and the financier.

 Once an agreement is fully
executed, a service tech performs a site audit at the home to inspect the roof and measure shading. This audit follows a final system
design plan and an application for any required building permits. The plans are reviewed to ensure they conform to the executed contract
or to process a change order if required. A second production estimate is generated at this time and if the expected energy production
exceeds or falls below the original estimate by certain thresholds, the homeowner agreement is modified accordingly. To reduce installation
costs and operational risk, there are defined design and installation quality standards designed to ensure that homeowners receive a quality
product, regardless of who installs the system.

 After the solar panels are
installed, the customer care team follows up with the homeowner with a survey on their experience. If a system requires maintenance, Complete
Solaria or a partner or dedicated service-only contractor will visit the customer's home and perform any necessary repairs or maintenance
at no additional cost to the customer.

 Software Enhanced Services

 Complete Solaria's partners
are third-party Sales organizations that use the design and proposal services for their residential solar projects. Complete Solaria staffs
a sales support desk six days a week to provide live customer support for sales representatives who need a design or proposal for a potential
homeowner sale. These customer support teams rapidly produce proposals, answer questions, and offer other forms of support for sales personnel.

 Suppliers

 The main components of a residential
solar energy system are the solar modules, inverters, and racking systems. Complete Solaria generally purchases these components from
select distributors, which are then shipped to build partners for installation. There is a running list of approved suppliers in the event
any of the sources for modules, inverters or other components become unavailable. If Complete Solaria fails to develop, maintain, and
expand relationships with these or other suppliers, the ability to meet anticipated demand for solar energy systems may be adversely affected,
or at higher costs or delayed. If one or more of the suppliers ceases or reduces production due to its financial condition, acquisition
by a competitor or otherwise, it may be difficult to identify alternate suppliers quickly or to qualify alternative products on commercially
reasonable terms, and the ability to satisfy this demand may be adversely affected.

 Complete Solaria screens all
suppliers and components based on expected cost, reliability, warranty coverage, ease of installation, etc. The declining cost of solar
modules and the raw materials necessary to manufacture them have been a key driver in the prices charged for electricity and homeowner
adoption of solar energy. If solar module and raw material prices do not continue to decline at the same rate as they have over the past
several years, the resulting prices could slow growth and cause financial results to suffer. If Complete Solaria is required to pay higher
prices for supplies, accept less favorable terms, or purchase solar modules or other system components from alternative, higher-priced
sources, financial results may be adversely affected.

 Complete Solaria and its build
partners are responsible for and source the other products related to solar energy systems, such as fasteners, wiring and electrical fittings.
From time-to-time, Complete Solaria procures these other products related to solar energy systems for its own installation business. Complete
Solaria manages inventory through just-in-time delivery, at local warehouses, and as segregated inventory at build partners.

 The main components of a residential
solar module are the solar cells. Complete Solaria's solar modules are generally manufactured by third-party select manufacturers
and are purchased from distributors.

 Complete Solaria screens all
suppliers and components based on expected cost, reliability, warranty coverage, ease of installation, and other factors. It typically
enters into master contract arrangements with major suppliers that define the general terms and conditions of purchases, including warranties,
product specifications, indemnities, delivery and other customary terms.

 Competition

 Solar System Sales

 Complete Solaria's primary
competitors are the traditional utilities that supply electricity to potential customers. It competes with these traditional utilities
primarily based on price (cents per kilowatt hour), predictability of future prices (by providing pre-determined annual price escalations)
and the ease by which homeowners can switch to electricity generated by solar energy systems. Based on these factors, Complete Solaria
competes favorably with many traditional utilities.

 Complete Solaria competes
for homeowner customers with other solar sales and installation companies and with solar companies with business models that are similar
to Complete Solaria's. Complete Solaria's main competitors can be grouped broadly into (a) national, vertically integrated
companies with established brands and proprietary consumer financing products; (b) small, local solar contractors who operate with relatively
low fixed overhead expenses but who may lack systems, tools, and sophisticated product offerings; and (c) sales aggregators who engage
with third-party sales companies to generate installation contracts. Complete Solaria competes favorably with these companies, with (a)
better customer experience and better Sales Partner experience than the national vertically integrated companies; (b) better pricing and
broader customer offerings than smaller local solar contractors; and (c) a better build partner experience than sales aggregators.

 Complete Solaria also faces
competition from purely finance-driven organizations that acquire homeowner customers and then subcontract out the installation of solar
energy systems, installation businesses that seek financing from external parties, large construction companies and utilities and sophisticated
electrical and roofing companies. At the same time, the open platform provides opportunities for these competitors to become partners,
and the open platform offers these new market participants a cost-effective way to enter the market and compelling process, technology
and supply chain services over the long term.

 Intellectual Property

 Complete Solaria seeks to
protect its intellectual property rights by relying on federal, state and common law rights in the U.S. and other countries, as well as
contractual restrictions. It generally enters into confidentiality and invention assignment agreements with employees and contractors,
and confidentiality agreements with other third parties, in order to limit access to, and disclosure and use of, confidential information
and proprietary technology. In addition to these contractual arrangements, Complete Solaria also relies on a combination of trademarks,
trade dress, domain names, copyrights, and trade secrets to help protect the brand and other intellectual property.

 Government Regulations and Incentives

 Governments have
used different public policy mechanisms to accelerate the adoption and use of solar power. Examples of customer-focused financial mechanisms
include capital cost rebates, performance-based incentives, feed-in tariffs, tax credits, renewable portfolio standards, net metering,
and carbon regulations. Some of these government mandates and economic incentives are scheduled to be reduced or to expire or could be
eliminated. Capital cost rebates provide funds to customers based on the cost and size of a customer's solar power system. Performance-based
incentives provide funding to a customer based on the energy produced by their solar power system. Feed-in tariffs pay customers for
solar power system generation based on energy produced at a rate generally guaranteed for a period of time. Tax credits reduce a customer's
taxes at the time the taxes are due. Renewable portfolio standards mandate that a certain percentage of electricity delivered to customers
comes from eligible renewable energy resources. Net metering allows customers to deliver to the electric grid any excess electricity
produced by their on-site solar power systems and to be credited for that excess electricity at or near the full retail price of electricity.
Carbon regulations, including cap-and-trade and carbon pricing programs, increase the cost of fossil fuels, which release climate-altering
carbon dioxide and other greenhouse gas emissions during combustion.

 In addition to the mechanisms
described above, there are various incentives for homeowners and businesses to adopt solar power in The Inflation Reduction Act of 2022.
Moreover, in Europe, the European Commission has mandated that its member states adopt integrated national climate and energy plans to
increase their renewable energy targets to be achieved by 2030, which could benefit the deployment of solar. However, the U.S. and European
Union, among others, have imposed tariffs or other import duties on solar products, or are evaluating the imposition of such duties on
solar panels, solar cells, polysilicon, and other components. These import duties may offset the incentives described above and increase
the price of Complete Solaria's solar products.

 Employees and Human Capital Resources

 As of December 29, 2024, Complete Solaria had over 600 employees on
a full-time basis, of that total approximately 534 joined Complete Solaria as part of the SunPower acquisition. Complete Solaria also
engages independent contractors and consultants. No employees are covered by collective bargaining agreements. There have not been any
work stoppages.

 Complete Solaria's human
capital resources objectives include identifying, recruiting, retaining, training, and integrating its existing and new employees. The
principal purposes of Complete Solaria's equity incentive plans are to attract, retain and motivate personnel through the granting
of equity-based awards, increasing stockholder value and the success of Complete Solaria by motivating such individuals to perform to
the best of their abilities and achieve Complete Solaria's objectives.

 Facilities

 Complete Solaria's corporate
headquarters and executive offices are located in Fremont, California and it also maintains
offices in Orem, Utah.

 Complete Solaria leases all
the facilities and owns no real property. Complete Solaria believes that current facilities are adequate to meet ongoing needs. If additional
space is required, Complete Solaria believes that it will be able to obtain additional facilities on commercially reasonable terms.

 U.S. Corporate Information

 We were originally known as
Freedom Acquisition I Corp ("FACT"). We are engaged in solar system sales and associated commerce. On July 18, 2023, Complete
Solaria, FACT, and certain other entities consummated the transactions contemplated under that certain amended and restated Business Combination
Agreement, dated as of May 26, 2023, following the approval at the special meeting of the stockholders of FACT held July 11, 2023. In
connection with the closing of the Business Combination, we changed our name from Freedom Acquisition I Corp. to Complete Solaria, Inc.

 Our principal executive offices
are located at 45700 Northport Loop E, Fremont, CA 94538, and our telephone number is (510) 270-2507.

 Access to Company Information

 We file or furnish periodic
reports and amendments thereto, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, proxy statements and other information with the Securities and Exchange Commission ("SEC"). In addition, the SEC maintains
a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically.
Complete Solar's internet address is  Through our internet website, we make available, free of charge,
our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon
as reasonably practicable after such reports have been filed with or furnished to the SEC. The information on our website is not
a part of this Annual Report on Form 10-K.

 ITEM 1A. RISK FACTORS

 Investing in our securities
involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other
information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes appearing
in Part II, Item 8 of this Annual Report on Form 10-K and in the section titled "Management's Discussion and Analysis of Financial
Condition and Results of Operations," before deciding to invest in our securities. If any of the events or developments described
below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of
our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the
only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also
adversely affect our business.

 You should not interpret
our disclosure of any of the following risks to imply that such risks have not already materialized.

 Risks Related to our Businesses and Industry

 We have a history of
losses that may continue in the future; our management has identified conditions that raise substantial doubt about our ability to continue
as a going concern; and we may not achieve profitability or generate positive cash flow.

 Since our inception, we
have incurred losses and negative cash flows from operations. We incurred net losses of $56.5 million and $269.6 million, during the
fiscal years ended December 29, 2024 and December 31, 2023, respectively, and had an accumulated deficit of $411.4 million, accrued
expenses and other current liabilities of $56.1 million, current debt of $1.5 million, and notes payable and derivative liabilities,
net of current portion of $145.8 million, respectively, as of December 29, 2024, as well as other current and long-term liabilities
(including the $6.9 million liability we recorded relating to a litigation matter with Siemens). We had cash and cash equivalents of
$13.4 million as of December 29, 2024, which were held for working capital expenditures. These conditions raise substantial doubt
about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain
sufficient funding, either through external financial transactions or cash flows generated from operations, to meet our obligations
and finance our operations.

 If we are not able to secure
adequate additional funding, either through external financial transactions or cash flows generated from operations, when needed, we will
need to reevaluate our operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate
assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact our
business, results of operations and future prospects. There can be no assurance that in the event we require additional financing, such
financing will be available on terms that are favorable, or at all.

 We may not achieve profitability
or positive cash flow for a number of reasons, including declines in revenue, as well as increases in costs of our products, U.S. and
global macroeconomic trends, including with respect to the impact of U.S. trade tariffs and the imposition of additional tariffs applicable
to our industry or our products. In addition, we may be unable to identify further cost savings opportunities below present levels that
would not adversely impact the functioning of our existing operations needed to meet customer and regulatory requirements. If we fail
to generate sufficient revenue to support our operations, we may not be able to achieve profitability or generate sufficient cash flow
to meet our financial obligations and our liquidity position will be negatively impacted. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Liquidity and Capital Resources" and "Notes to Consolidated Financial Statements
– (1) Organization – (c) Liquidity and Going Concern" for a further discussion of the other factors that may impact
our liquidity position.

 Failure to generate sufficient cash flows from operations, raise additional
capital or reduce certain discretionary spending would have a material adverse effect on our ability to achieve our intended business
objectives.

 We
may need to raise additional funding to finance our operations. This additional financing may not be available on acceptable terms or
at all. Failure to obtain this necessary capital when needed may force us to curtail planned programs or cease operations entirely.

 Our
operations have consumed significant amounts of cash since inception. We expect to incur significant operating expenses as we continue
to grow our business, including expenses incurred in connection with acquisitions and the further integration of acquired businesses,
including the SunPower Businesses. We believe that our operating losses and negative operating cash flows will continue into the foreseeable
future.

 We
had cash and cash equivalents of $13.4 million as of December 29, 2024. Our cash position raises substantial doubt regarding our ability
to continue as a going concern for 12 months after the consolidated financial statements issuance. Further, we cannot guarantee that our
business will generate sufficient cash flow from operations to fund our operations or liquidity needs. Over time, we expect that we will
need to raise additional funds through the issuance of equity, equity-related or debt securities or through obtaining credit from financial
institutions to fund, together with our principal sources of liquidity, any significant unplanned or accelerated expenses and new strategic
investments.

 We
will require substantial additional capital to continue operations. Such additional capital might not be available when we need it and
our actual cash requirements might be greater than anticipated. Additionally, the ability to raise additional financing depends on numerous
factors that are outside our control, including general economic and market conditions, interest rates, the health of financial institutions,
investors' and lenders' assessments of our prospects and the prospects of the solar industry in general. We cannot be certain that additional
capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders, and our financial condition,
results of operations, business and prospects could be materially and adversely affected. If the financial markets become difficult or
costly to access, including due to rising interest rates, inflation, fluctuations in exchange rates or other changes in geopolitical or
economic conditions, including, without limitation, with respect to tariffs and trade policies, our ability to raise additional capital
may be negatively impacted. Our failure to raise capital in the future would have a negative impact on our ability to expand our business.

 Raising
additional funds may cause dilution to existing stockholders and/or may restrict our operations or require us to relinquish proprietary
rights.

 To the extent that we raise additional capital by issuing equity or
convertible debt securities, our existing stockholders may experience substantial dilution, and the terms of these issued securities may
include liquidation or other preferences that adversely affect the rights of our existing common stockholders. For example, we may issue
debt or equity securities under our shelf registration statement, through our at-the-market offering facility, through our equity line
of credit with White Lion, or we may issue additional debt or equity securities in private transactions. Any agreements for future debt
or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such
as raising additional capital, incurring additional debt, making capital expenditures or declaring dividends. Our ability to use our at-the-market
offering facility may be constrained by the size of our non-affiliate market capitalization, our trading volume and other factors, and
there can be no assurance regarding the price at which we will be able to sell such shares, and any sales of our common stock under our
at-the-market offering facility may be at prices that result in additional dilution to our existing stockholders. If we incur additional
debt, the debt holders, together with holders of our outstanding Convertible Senior Notes (as defined below), would have rights senior
to holders of common stock to make claims on our assets, and the terms of any future debt could restrict our operations, including our
ability to pay dividends on our common stock.

 We have identified material
weaknesses in our internal controls over financial reporting. If we are unable to maintain effective internal controls over financial
reporting and disclosure controls and procedures, the accuracy and timeliness of our financial and operating reporting may be adversely
affected, and confidence in our operations and disclosures may be lost.

 In
connection with the preparation and audit of our financial statements for the year ended December 29, 2024, our management identified
material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of annual or interim
financial statements would not be prevented or detected on a timely basis. The material weaknesses are as follows:

 The
Company did not maintain controls to execute the criteria established in the COSO Framework for (i) the control environment, (ii) risk
assessment, (iii) control activities, (iv) information and communication, and (v) monitoring activities.

 Each
of the control deficiencies identified below constitute material weaknesses, either individually or in the aggregate.

 Control
Environment. The Company did not maintain an effective control environment and identified the following material weakness: the
Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting and a lack
of appropriate and consistent IT policies given the significant volume of financially relevant IT changes, which contributed to the Company's
inability to properly analyze, record and disclose accounting matters timely and accurately.

 This
control environment material weakness also contributed to the other material weaknesses identified below.

 Risk
Assessment. The Company did not design and implement an effective risk assessment and identified a material weakness relating
to: (i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives,
and (iii) identifying and assessing changes in the business that could impact the system of internal controls.

 Control
Activities. The Company did not design and implement effective control activities and identified the following material weakness:

 Ineffective design and operation of certain control
activities due to significant personnel changes throughout 2024. Control deficiencies, which aggregate to a material weakness, occurred
within substantially all areas of financial reporting.

 Information
and Communication. The Company did not design and implement effective information and communication activities and identified
the following material weaknesses:

 The Company did not design and maintain effective
general information technology controls over logical access and program change management for our key information systems used to support
the financial reporting process. Specifically, management did not maintain effective controls to ensure proper segregation of duties related
to user administration and other privileged access functions and in implementing program changes in information systems. Due to the pervasive
nature of these deficiencies, business process controls that are dependent upon information from these systems were also not effective.

 The Company did not have adequate processes and
controls for communicating information among the accounting, finance, operations, and legal departments, necessary to support the proper
functioning of internal controls.

 Monitoring
Activities. The Company did not design and implement effective monitoring activities and identified the following material weaknesses:
(i) failure to adequately monitor compliance with accounting policies, procedures and controls related to substantially all areas of financial
reporting; and (ii) failure to properly select, develop and perform ongoing evaluations of the components of internal controls (including
the monitoring of service providers' control environments).

 These
material weaknesses described in the paragraphs above contributed to material accounting errors identified and corrected during the audit
of the Company's financial statements. If we fail to adequately remediate these material weaknesses, there could be material misstatements
that may not be prevented or detected.

 We have taken certain steps,
such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement our internal
resources, to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses. Although
we plan to complete this remediation process as quickly as possible, we cannot estimate how long it will take. We cannot assure that the
measures we have taken to date, and may take in the future, will be sufficient to remediate the control deficiencies that led to our material
weakness in internal control over financial reporting or that such measures will prevent or avoid potential future material weaknesses.

 If we are not able to maintain
effective internal control over financial reporting and disclosure controls and procedures, or if material weaknesses are discovered in
future periods, a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and
timely report our financial position, results of operations, cash flows or key operating metrics, which could result in late filings of
the annual and quarterly reports under the Exchange Act, restatements of financial statements or other corrective disclosures, an inability
to access commercial lending markets, defaults under its secured revolving credit facility and other agreements, or other material adverse
effects on our business, reputation, results of operations, financial condition or liquidity.

 Our failure to prepare
and timely file our periodic reports with the SEC limits our access to the public markets to raise debt or equity capital.

 We did not file this Annual
Report on Form 10-K within the timeframe required by the SEC. Accordingly, we have not remained current in our reporting requirements
with the SEC, and we are not currently eligible to use a registration statement on Form S-3 that would allow us to
continuously incorporate by reference our SEC reports into the registration statement, to use "shelf" registration statements
to conduct offerings, or to use our at-the-market offering facility until approximately one year from the date we have regained and maintain
status as a current filer. Our inability to use Form S-3 may significantly impair our ability to raise necessary capital to fund our operations
and execute our strategy. If we seek to access the capital markets through a registered offering during the period of time that we are
unable to use Form S-3, we may be required to publicly disclose the proposed offering and the material terms thereof before the offering
commences, we may experience delays in the offering process due to SEC review of a Form S-1 registration statement and we may incur increased
offering and transaction costs and other considerations. If we are unable to raise capital through a registered offering, we would be
required to conduct our equity financing transactions on a private placement basis, which may be subject to pricing, size and other limitations
imposed under the Nasdaq rules, or seek other sources of capital. The foregoing limitations on our financing approaches could prevent
us from pursuing transactions or implementing business strategies that would be beneficial to our business.

 Changes in international
trade policies, tariffs, or trade disputes could significantly and adversely affect our business, revenues, margins, results of operations,
and cash flows.

 On February 7, 2018, safeguard
tariffs on imported solar cells and modules (" CSPV ") went into effect pursuant to Proclamation 9693, which approved
recommendations to provide relief to U.S. manufacturers and impose safeguard tariffs on imported solar cells and modules, based on the
investigations, findings, and recommendations of the U.S. International Trade Commission (the " International Trade Commission ").
On February 4, 2022, President Biden issued Proclamation 10339 extending the existing safeguard measures on U.S. imports of CSPV products
by an additional four years until February 6, 2026. Since 2022, modules are subject to a tariff rate of approximately 15%. Cells are
subjected to a tariff-rate quota, under which the first 5 GW of cell imports each year will be exempt from tariffs, and cells imported
after the 5 GW quota has been reached will be subject to the same 14.75% tariff as modules in the first year, with the same 0.25% decline
in each of the three subsequent years. The tariff-free cell quota applies globally, without any allocation by country or region.

 The tariffs could materially
and adversely affect our business and results of operations. While solar cells and modules based on interdigitated back contact technology
remain excluded from these safeguard tariffs, our solar products based on other technologies continue to be subject to the safeguard tariffs,
which will remain in place until February 6, 2026. Although we are actively engaged in efforts to mitigate the effect of these tariffs,
there is no guarantee that these efforts will be successful.

 In addition to the safeguard
action, which imposes additional duties and tariffs rate quotas on solar panel and cell imports from all sources, solar cells and panels
from various countries are also subject to U.S. antidumping, and countervailing duty (AD/CVD) actions in the United States. The U.S. Department
of Commerce (the " Department of Commerce ") maintains antidumping and countervailing duty orders on solar cells as well
as panels produced in China. In 2022, the Department of Commerce found that solar product producers in Cambodia, Malaysia, Thailand, and
Vietnam were circumventing the China AD/CVD actions. As a result, imports of solar products from these countries may be treated as if
they are of Chinese origin and therefore subject to the aforementioned antidumping and countervailing duty orders. On June 6, 2022, President
Biden issued an Executive Order allowing U.S. solar installers to import solar modules and cells from Cambodia, Malaysia, Thailand and
Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy
technologies. This moratorium ended in June 2024 and China-wide AD/CVD action now applies to imports from those countries that contain
Chinese-origin inputs. Additionally, on December 29, 2023, Auxin and Concept Clean Energy, Inc. filed suit in the U.S. Court of
International Trade challenging the legal basis for the moratorium and implementing regulations. Several motions have been filed to date,
including a motion to dismiss by the U.S. government, which the court rejected. If the suit proves successful, solar module importers
could owe retroactive duties on goods that have already cleared customs. In addition, on May 15, 2024 the Department of Commerce initiated
antidumping and countervailing duty investigations of CSPV products from Cambodia, Malaysia, Thailand, and Vietnam. On October 1 and November
29, 2024, the Department of Commerce announced its preliminary affirmative determinations in the antidumping duty and countervailing duty
investigations, respectively. The final determinations are scheduled to be announced on or before April 21, 2025

 Uncertainty surrounding the
implications of existing tariffs affecting the U.S. solar market and potential trade tensions between the U.S. and other countries has
caused and is likely to cause further market volatility, price fluctuations, supply shortages, and project delays, any of which could
harm our business, and the pursuit of mitigating actions may divert substantial resources from other projects.

 Further, the Uyghur Forced
Labor Prevention Act may inhibit importation of certain solar modules or components. In addition, the imposition of tariffs is likely
to result in a wide range of impacts to the U.S. solar industry and the global manufacturing market, as well as our business in particular.
Such tariffs could materially increase the price of our solar products and result in significant additional costs to the company, its
resellers, and the resellers' customers, which could cause a significant reduction in demand for the company's solar power
products and greatly reduce our competitive advantage.

 Our business depends
in part on the availability of rebates, tax credits and other financial incentives. The expiration, elimination or reduction of these
rebates, credits or incentives or the ability to monetize them could adversely impact our business.

 U.S. federal, state and local
government bodies provide incentives to end users, distributors, system integrators and manufacturers of solar energy systems to promote
solar electricity in the form of rebates, tax credits and other financial incentives such as system performance payments, payments for
renewable energy credits associated with renewable energy generation and the exclusion of solar energy systems from property tax assessments.
These incentives enable us to lower the price charged to customers for energy and for solar energy systems. However, these incentives
may expire on a particular date, end when the allocated funding is exhausted or be reduced or terminated as solar energy adoption rates
increase. These reductions or terminations often occur without warning.

 The Inflation Reduction Act
("IRA") extended and modified prior law applicable to U.S. federal tax credits that are available with respect to solar energy
systems. Under the IRA, the following tax credits are available: (i) a production tax credit under Code Section 45 (for facilities that
are place in service after December 31, 2025) (the " PTC ") in connection with the installation of certain solar facilities
and energy storage technology, (ii) an investment tax credit under Code Section 48 (for facilities that begin construction before January
1, 2025) and Code Section 48E (for facilities that are placed in service after December 31, 2024 (the " ITC ") in connection
with the installation of certain solar facilities and energy storage technology, and (iii) a residential clean energy credit (the "Section
25D Credit") in connection with the installation of qualifying property that uses solar energy to generate electricity for residential
use.

 Prior to the IRA, the PTC
for solar facilities had phased out and was no longer available. The IRA reinstated the PTC for solar facilities. The PTC available to
a taxpayer in 2024 and prior taxable years under Code Section 45 generally is equal to a certain rate multiplied by the kilowatt hours
of electricity produced by the taxpayer from solar energy at a facility owned by it and sold to an unrelated party during that taxable
year. The base rates for the PTC under Code Section 45 is 0.3 cents (adjusted for inflation). This rate is increased to 1.5 cents (adjusted
for inflation) for projects that (i) have a maximum net output of less than one megawatt (measured in alternating current), (ii) begin
construction before January 29, 2023, or (iii) meet certain prevailing wage and apprenticeship requirements. It also may be increased
for projects that include a certain percentage of components that were produced in the U.S., projects that are located in certain energy
communities, and projects that are located in low-income communities. The PTC under Code Section 45Y, the successor to Code Section 45
that is applicable for taxable years after 2024, generally is similar to the PTC under Code Section 45 but includes certain different
terms and qualification requirements.

 The PTC under Code Section
45Y is the successor to the tax credit under Code Section 45 and is applicable for taxable years after 2024. The PTC under Code Section
45Y generally is equal to the PTC outlined above that is available under Code Section 45, including providing for the same increased
credit rates under the same circumstances. The PTC under Code Section 45Y applies to kilowatt hours of electricity produced at a "qualified
facility," which generally is a facility, such as a solar energy facility, that generates electricity and has a greenhouse gas
emission rate that is not greater than zero. The tax credit phases out over four years based on the later of either the U.S. Treasury
determining that the annual greenhouse gas emission from the production of electricity in the U.S. is equal to or less than 25% of the
annual greenhouse gas emissions from the production of electricity in the U.S. for 2022 or 2032. The credit is phased out from 100% for
construction beginning in the first calendar year after such date to 75% in the second year, 50% in the third year, and 0% in the fourth
year. A facility is not eligible for the PTC under Code Section 45Y if a tax credit already is allowed with respect to the facility under
Code Section 45, 48 or 48E, or certain other tax credit provisions, for the taxable year or any prior taxable year.

 The ITC available under Code
Section 48E is the successor provision of Code Section 48 and is applicable for taxable years after 2024. The ITC under Code Section
48 generally is equal to the ITC outlined above under Code Section 48, including generally providing for the same increased credit rates
under the same circumstances. The ITC under Code Section 48E applies to investments in a "qualified facility" and "energy
storage technology". A "qualified facility" for these purposes generally is the same as described for the PTC under
Code Section 45Y and "energy storage technology" is defined by reference to such term in Code Section 48. The ITC available
under Code Section 48E includes the same phase out schedule as outlined above with respect to the PTC under Code Section 45Y. The ITC
under Code Section 48E is subject to recapture if the Internal Revenue Service determines that the greenhouse gas emissions rate for
the facility exceeds a certain threshold. A facility is not eligible for the ITC under Code Section 48E if a tax credit already is allowed
with respect to the facility under Code Section 45, 45Y or 48, or certain other tax credit provisions, for the taxable year or any prior
taxable year.

 The Section 25D Credit available
to a taxpayer is equal to the "applicable percentage" of expenditures for property that uses solar energy to generate electricity
for use in a dwelling unit located in the U.S. and used as a residence by the taxpayer. The applicable percentage is 26% for such systems
that are placed in service before January 1, 2022, 30% for such systems that are placed in service after December 31, 2021 and before
January 1, 2033, 26% for such systems that are placed in service in 2033, and 22% for such systems that are placed in service in 2034.
The Section 25D Credit is scheduled to expire effective January 1, 2035. The availability of the Section 25D Credit may impact the prices
of its solar energy systems and overall value proposition our solar systems provide to customers.

 Reductions in, eliminations
of, or expirations of, governmental incentives could adversely impact results of operations and our ability to compete in this industry
by increasing the cost of capital, causing us to increase the prices of our energy and solar energy systems and reduce the size of our
addressable market.

 The U.S. federal tax credits
discussed above have certain legal and operational requirements. There may be uncertainty as to how such requirements promulgated under
the IRA are interpreted. If Internal Revenue Service guidance regarding implementation of the IRA is viewed by investors as unclear, tax
credit financing may be delayed or downsized, harming our ability to secure financing for customers. Our failure to either (i) interpret
the new requirements under the IRA regarding among other things, prevailing wage, apprenticeship, domestic content, siting in an "energy
community," accurately or (ii) adequately update our supply-chain, manufacturing, installation, and record-keeping processes to
meet such requirements, may result a partial or full reduction in the related U.S. federal tax benefit, and our customers, financiers
and shareholders may require us to indemnify them for certain of such reductions.

 We are an "emerging growth company" and a "smaller
reporting company" and we cannot be certain if the reduced reporting requirements applicable to these companies will make our common
stock less attractive to investors.

 We are an "emerging
growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). For as long as we continue to be an emerging
growth company, we intend to take advantage of exemptions from various reporting requirements that apply to other public companies that
are not emerging growth companies, including:

 being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure in our periodic reports;

 not being required to comply
 with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the " Sarbanes-Oxley
 Act ");

 not being required to comply
 with any requirement that may be adopted by the Public Company Accounting Oversight Board (the " PCAOB ") regarding
 mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and
 the financial statements;

 reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

 exemptions from the requirements of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 Under the JOBS Act, emerging
growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, will not be subject to the
same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, our financial
statements may be different from companies that comply with the new or revised accounting pronouncements as of public company effective
dates.

 We will remain an emerging
growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion
in total annual gross revenues; (2) the date we qualify as a "large accelerated filer," with at least $700.0 million
of equity securities held by non-affiliates; (3) the date on which we have issued more than $1.0 billion in non-convertible
debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of
our IPO.

 Even after we no longer qualify
as an emerging growth company, we may still qualify as a "smaller reporting company," as defined in the Securities Exchange
Act of 1934, as amended (the " Exchange Act "), which would allow us to continue to take advantage of many of the same
exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation our periodic reports and proxy statements.

 We cannot predict if investors
will find our securities less attractive because we may rely on these exemptions. If some investors find our common stock less attractive
as a result, there may be a less active trading market for our securities and the trading price of our securities may be more volatile.

 Macroeconomic
conditions in our domestic and international markets, as well as inflation concerns, instability of financial institutions, rising interest
rates, and recessionary concerns may adversely affect our industry, business and financial results.

 Our business depends on the
overall demand for our solar energy products and on the economic health and willingness of our customers and potential customers to purchase
our products and services. As a result of macroeconomic or market uncertainty, including inflation concerns, rising interest rates,
recessionary concerns, and geopolitical conflicts, customers may decide to delay purchasing our products and services or not purchase
at all. In addition, a number of the risks associated with our business, which are disclosed in these risk factors, may increase in likelihood,
magnitude or duration, and we may face new risks that we have not yet identified.

 In the past, unfavorable macroeconomic
and market conditions have resulted in sustained periods of decreased demand. Macroeconomic and market conditions could be adversely affected
by a variety of political, economic or other factors in the U.S. and international markets, which could, in turn, adversely affect spending
levels of installers and end users and could create volatility or deteriorating conditions in the markets in which we operate. Macroeconomic
uncertainty or weakness could result in:

 reduced demand for our products as a result of
constraints on spending for solar energy systems by our customers and/or a reduction in government subsidies for renewable energy investments;

 increased price competition for our products
that may adversely affect revenue, gross margin and profitability;

 the introduction of any disadvantageous trade
regulations and import tariffs;

 decreased ability to forecast operating results
and make decisions about budgeting, planning and future investments;

 decrease in the popularity of solar energy as
a green energy solution;

 business and financial difficulties faced by
our suppliers or other partners, including impacts to material costs, sales, liquidity levels, ability to continue investing in their
businesses, ability to import or export goods, ability to meet development commitments and manufacturing capability; and

 increased overhead and production
costs as a percentage of revenue.

 Reductions in customer spending
in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, would
adversely affect our business, results of operations and financial condition.

 Existing regulations
and policies, including trade policies and tariffs, and changes to these regulations and policies, including changes to trade policies
and tariffs, may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly
reduce demand for our products and services.

 The market for electric generation
products is heavily influenced by federal, state and local government laws, geopolitical forces (such as trade policies and tariffs),
regulations and policies concerning the electric utility industry in the U.S. and abroad, as well as policies promulgated by electric
utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity
generation, and trade and policy changes that make solar power less competitive with other power sources could deter investment in the
research and development of alternative energy sources as well as customer purchases of solar power technology, which could in turn result
in a significant reduction in the demand for our solar power products. The market for electric generation equipment is also influenced
by geopolitics, trade and local content laws, policies and tariffs, regulations and policies that can discourage growth and competition
in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our solar products.
In addition, on-grid applications depend on access to the grid, which is also regulated by government entities. We anticipate that our
solar power products and our installation will continue to be subject to oversight and regulation in accordance with federal, state, local
and foreign regulations relating to construction, safety, environmental protection, utility interconnection and metering, trade, and related
matters. It is difficult to track the requirements of individual states or local jurisdictions and design equipment to comply with the
varying standards. In addition, the U.S. and European Union, among others, have imposed tariffs or are in the process of evaluating the
imposition of tariffs on solar panels, solar cells, polysilicon, and potentially other components. These and any other tariffs or similar
taxes or duties may increase the price of our solar products and adversely affect our cost reduction roadmap, which could harm our results
of operations and financial condition. We cannot predict what actions may be taken by the United States or other countries with respect
to trade policies and tariffs or with respect to other policies and incentives that impact the solar industry, or that promote other forms
of energy production over the solar industry. Any new regulations or policies pertaining our solar power products may result in significant
additional expenses for our customers, which could cause a significant reduction in demand for our solar power products.

 We rely on net metering
and related policies to offer competitive pricing to customers in many of our current markets and changes to net metering policies may
significantly reduce demand for electricity from residential solar energy systems.

 Net metering is one of several
key policies that have enabled the growth of distributed generation solar energy systems in the U.S., providing significant value to customers
for electricity generated by their residential solar energy systems but not directly consumed on-site. Net metering allows a homeowner
to pay his or her local electric utility for power usage net of production from the solar energy system or other distributed generation
source. Homeowners receive a credit for the energy an interconnected solar energy system generates in excess of that needed by the home
to offset energy purchases from the centralized utility made at times when the solar energy system is not generating sufficient energy
to meet the customer's demand. In many markets, this credit is equal to the residential retail rate for electricity and in other
markets, such as Hawaii and Nevada, the rate is less than the retail rate and may be set, for example, as a percentage of the retail rate
or based upon a valuation of the excess electricity. In some states and utility territories, customers are also reimbursed by the centralized
electric utility for net excess generation on a periodic basis.

 Net metering programs have
been subject to legislative and regulatory scrutiny in some states and territories including, but not limited to, California, New Jersey,
Arizona, Nevada, Connecticut, Florida, Maine, Kentucky, Puerto Rico and Guam. These jurisdictions, by statute, regulation, administrative
order or a combination thereof, have recently adopted or are considering new restrictions and additional changes to net metering programs
either on a state-wide basis or within specific utility territories. Many of these measures were introduced and supported by centralized
electric utilities. These measures vary by jurisdiction and may include a reduction in the rates or value of the credits customers are
paid or receive for the power they deliver back to the electrical grid, caps or limits on the aggregate installed capacity of generation
in a state or utility territory eligible for net metering, expiration dates for and phasing out of net metering programs, replacement
of net metering programs with alternative programs that may provide less compensation and limits on the capacity size of individual distributed
generation systems that can qualify for net metering. Net metering and related policies concerning distributed generation also received
attention from federal legislators and regulators.

 In California, the California
Public Utilities Commission (" CPUC ") issued an order in 2016 retaining retail-based net metering credits for residential
customers of California's major utilities as part of Net Energy Metering 2.0 (" NEM 2.0 "). Under NEM 2.0, new
distributed generation customers receive the retail rate for electricity exported to the grid, less certain non-by passable fees. Customers
under NEM 2.0 also are subject to interconnection charges and time-of-use rates. Existing customers who receive service under the prior
net metering program, as well as new customers under the NEM 2.0 program, currently are permitted to remain covered by them on a legacy
basis for a period of 20 years. On September 3, 2020, the CPUC opened a new proceeding to review its current net metering policies and
to develop Net Energy Metering 3.0 (" NEM 3.0 "), also referred to by the CPUC as the NEM 2.0 successor tariff. NEM 3.0
was finalized on December 15, 2022 and includes several changes from previous net metering plans. The changes instituted by NEM 3.0 impacted
the amount that homeowners with solar power will be able to recuperate when selling excess energy back to the utility grid. With NEM 3.0,
the value of the credits for net exports are tied to the state's Distributed Energy Resources Avoided Cost Calculator Documentation
(" ACC "). Another significant change with NEM 3.0 relates to the netting period: the time period over which the utilities
measure the clean energy being imported or exported. In general, longer netting periods have typically been advantageous for solar power
customers because production can offset any consumption. NEM 3.0 will instead measure energy using instantaneous netting, which means
interval netting approximately every 15 minutes. This will lead to more NEM customers' electricity registering as exports, now valued
at the new, lower ACC value. Overall, the institution on NEM 3.0 has resulted in a smaller market for residential solar systems and it
is not certain that market conditions will improve or that NEM 3.0 will be amended or replaced with a more solar-friendly rate structure.
Other states may adopt policies similar to NEM 3.0 that cause deterioration to other residential solar markets.

 We utilize a limited
number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar service offerings.
Any shortage, delay or component price change from these suppliers or delays and price increases associated with the product transport
logistics could result in sales and installation delays, cancellations and loss of market share.

 We purchase solar panels,
inverters and other system components from a limited number of suppliers for certain components, which makes us susceptible to quality
issues, shortages and price changes. If we fail to develop, maintain and expand relationships with existing or new suppliers, we may be
unable to adequately meet anticipated demand for our solar energy systems or may only be able to offer our systems at higher costs or
after delays. If one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production, we may be unable
to satisfy this demand due to an inability to quickly identify alternate suppliers or to qualify alternative products on commercially
reasonable terms.

 In particular, there are a
limited number of inverter and battery suppliers. Once we design a system for use with a particular inverter or battery, if that type
of inverter or battery is not readily available at an anticipated price, we may incur additional delay and expense to redesign the system
and source alternative inventory.

 In addition, production of
solar panels involves the use of numerous raw materials and components. Several of these have experienced periods of limited availability,
particularly polysilicon, as well as indium, cadmium telluride, aluminum and copper. The manufacturing infrastructure for some of these
raw materials and components has a long lead time, requires significant capital investment and relies on the continued availability of
key commodity materials, potentially resulting in an inability to meet demand for these components. The prices for these raw materials
and components fluctuate depending on global market conditions and demand and we may experience rapid increases in costs or sustained
periods of limited supplies.

 Despite efforts to obtain
components from multiple sources whenever possible, many suppliers may be single-source suppliers of certain components. If we cannot
maintain long-term supply agreements or identify and qualify multiple sources for components, access to supplies at satisfactory prices,
volumes and quality levels may be harmed. We may also experience delivery delays of components from suppliers in various global locations.
In addition, while there are alternative suppliers and service providers that we could enter into agreements with to replace its suppliers
on commercially reasonable terms, we may be unable to establish alternate supply relationships or obtain or engineer replacement components
in the short term, or at all, at favorable prices or costs. Qualifying alternate suppliers or developing our own replacements for certain
components may be time-consuming and costly and may force us to make modifications to our product designs.

 Our need to purchase supplies
globally and our continued international expansion further subjects us to risks relating to currency fluctuations. Any decline in the
exchange rate of the U.S. dollar compared to the functional currency of component suppliers could increase component prices. In addition,
the state of the financial markets could limit suppliers' ability to raise capital if they are required to expand their production
to meet our needs or satisfy our operating capital requirements. Changes in economic and business conditions, wars, governmental changes
and other factors beyond our control or which we do not presently anticipate, could also affect suppliers' solvency and ability
to deliver components on a timely basis. Any of these shortages, delays or price changes could limit our growth, cause cancellations or
adversely affect profitability and the ability to compete in the markets in which we operate effectively.

 Our business substantially
focuses on solar service agreements and transactions with residential customers.

 Our business substantially
focuses on solar service agreements and transactions with residential customers. Our energy system sales to homeowners utilize power purchase
agreements (" PPAs "), leases, loans and other products and services. We currently offer PPAs and leases through LightReach,
Mosaic, EverBright, LLC, and other financial institutions. If we were unable to arrange new or alternative financing methods for PPAs
and leases on favorable terms, our business, financial condition, results of operations, and prospects could be materially and adversely
affected.

 If we fail to manage
operations and growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately
address competitive challenges.

 We have experienced significant
growth in recent periods as measured by our number of customers; we intend to continue efforts to expand our business within existing
and new markets. This growth has placed, and any future growth may place, a strain on management, operational and financial infrastructure.
Our growth requires our management to devote a significant amount of time and effort to maintain and expand relationships with customers,
dealers and other third parties, attract new customers and dealers, arrange financing for growth and manage expansion into additional
markets.

 In addition, our current and
planned operations, personnel, information technology and other systems and procedures might need to be revised to support future growth
and may require us to make additional unanticipated investments in its infrastructure. Our success and ability to further scale our business
will depend, in part, on our ability to manage these changes in a cost-effective and efficient manner.

 If we cannot manage operations
and growth, we may be unable to meet expectations regarding growth, opportunity and financial targets, take advantage of market opportunities,
execute our business strategies or respond to competitive pressures. This could also result in declines in quality or customer satisfaction,
increased costs, difficulties in introducing new offerings or other operational difficulties. Any failure to effectively manage our operations
and growth could adversely impact our reputation, business, financial condition, cash flows and results of operations.

 We have incurred losses
and may be unable to achieve or sustain profitability in the future.

 We have incurred net losses
in the past, including $56.5 million in the fiscal year ended December 29, 2024, and we have an accumulated deficit of $411.4 million
as of December 29, 2024. Additionally, as of December 29, 2024, we had long-term indebtedness of $145.8 million. We will continue to incur
net losses as spending increases to finance the expansion of operations, installation, engineering, administrative, sales and marketing
staffs, spending increases on brand awareness and other sales and marketing initiatives and implement internal systems and infrastructure
to support the company's growth. We do not know whether revenue will grow rapidly enough to absorb these costs, and our limited
operating history makes it difficult to assess the extent of these expenses or their impact on results of operations. Our ability to achieve
profitability depends on a number of factors, including but not limited to:

 Growing the customer base;

 Maintaining or further lowering the cost of capital;

 Reducing the cost of components for our solar service offerings;

 Growing and maintaining our sales partner network;

 Growing our direct-to-consumer and New Homes business to scale; and

 Reducing operating costs by lowering customer acquisition costs and optimizing our design and installation processes and supply chain logistics.

 Even if we do achieve profitability,
we may be unable to sustain or increase profitability in the future.

 A material drop in the
retail price of utility-generated electricity or electricity from other sources could adversely impact our ability to attract customers,
which would harm our business, financial condition, and results of operations.

 We believe a homeowner's
decision to buy solar energy from us is primarily driven by a desire to lower electricity costs. Decreases in the retail prices of electricity
from utilities or other energy sources would harm our ability to offer competitive pricing and could harm its business. The price of electricity
from utilities could decrease as a result of:

 the construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy technologies;

 the construction of additional electric transmission and distribution lines;

 a reduction in the price of natural gas or other natural resources as a result of new drilling techniques or other technological developments, a relaxation of associated regulatory standards, or broader economic or policy developments;

 energy conservation technologies and public initiatives to reduce electricity consumption;

 subsidies impacting electricity prices, including in connection with electricity generation and transmission; and

 development of new energy technologies that provide less expensive energy.

 A reduction in utility electricity
prices would make the purchase of our solar service offerings less attractive. If the retail price of energy available from utilities
were to decrease due to any of these or other reasons, we would be at a competitive disadvantage. As a result, we may be unable to attract
new homeowners and growth would be limited.

 We face competition
from both traditional energy companies and renewable energy companies.

 The solar energy and renewable
energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets
and compete with large utilities. Our primary competitors are the traditional utilities that supply energy to potential customers. We
compete with these utilities primarily based on price, predictability of price and the ease by which customers can switch to electricity
generated by our solar energy systems. If we cannot offer compelling value to its customers based on these factors, then our business
will not grow. Utilities generally have substantially greater financial, technical, operational and other resources than us. As a result
of their greater size, these competitors may be able to devote more resources to the research, development, promotion and sale of their
products or respond more quickly to evolving industry standards and changes in market conditions than we can. Utilities could also offer
other value added products and services that could help them compete with us even if the cost of electricity they offer is higher than
ours. In addition, a majority of utilities' sources of electricity are non-solar, which may allow utilities to sell electricity
more cheaply than electricity generated by our solar energy systems.

 Our growth strategy
depends on the widespread adoption of solar power technology.

 The distributed residential
solar energy market is at a relatively early stage of development compared to fossil fuel-based electricity generation. If additional
demand for distributed residential solar energy systems fails to develop sufficiently or takes longer to develop than we anticipate, the
company may be unable to originate additional solar service agreements and related solar energy systems and energy storage systems to
grow the business. In addition, demand for solar energy systems and energy storage systems in our targeted markets may not develop to
the extent it anticipates. As a result, we may need to successfully broaden our customer base through origination of solar service agreements
and related solar energy systems and energy storage systems within its current markets or in new markets we may enter.

 Many factors may affect the
demand for solar energy systems, including, but not limited to, the following:

 availability, substance and magnitude of solar support programs including government targets, subsidies, incentives, renewable portfolio standards and residential net metering rules;

 the relative pricing of other conventional and non-renewable energy sources, such as natural gas, coal, oil and other fossil fuels, wind, utility-scale solar, nuclear, geothermal and biomass;

 performance, reliability and availability of energy generated by solar energy systems compared to conventional and other non-solar renewable energy sources;

 availability and performance of energy storage technology, the ability to implement such technology for use in conjunction with solar energy systems and the cost competitiveness such technology provides to customers as compared to costs for those customers reliant on the conventional electrical grid; and

 general economic conditions and the level of interest rates.

 The residential solar energy
industry is constantly evolving, which makes it difficult to evaluate our prospects. We cannot be certain if historical growth rates reflect
future opportunities or its anticipated growth will be realized. The failure of distributed residential solar energy to achieve, or its
being significantly delayed in achieving, widespread adoption could have a material adverse effect on our business, financial condition

 Our business could be
adversely affected by seasonal trends, poor weather, labor shortages, and construction cycles.

 Our business is subject to
significant industry-specific seasonal fluctuations. In the U.S., many customers make purchasing decisions towards the end of the year
in order to take advantage of tax credits and residential solar sales tend to decline during the winter months. In addition, sales in
the new home development market are often tied to construction market demands, which tend to follow national trends in construction, including
declining sales during cold weather months.

 Natural disasters, terrorist
activities, political unrest, economic volatility, and other outbreaks could disrupt our delivery and operations, which could materially
and adversely affect our business, financial condition, and results of operations.

 Global pandemics or fear of
spread of contagious diseases, such as Ebola virus disease (EVD), coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome
(MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, avian flu and monkeypox, as well as hurricanes, earthquakes, tsunamis,
or other natural disasters could disrupt our business operations, reduce or restrict operations and services, incur significant costs
to protect its employees and facilities, or result in regional or global economic distress, which may materially and adversely affect
business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife,
future disruptions in access to bank deposits or lending commitments due to bank failures and other geopolitical uncertainty could have
a similar adverse effect on our business, financial condition, and results of operations. On February 24, 2022, the Russian Federation
launched an invasion of Ukraine that has had an immediate impact on the global economy resulting in higher energy prices and higher prices
for certain raw materials and goods and services which in turn is contributing to higher inflation in the U.S. and other countries across
the globe with significant disruption to financial markets. Any one or more of these events may impede our operation and delivery efforts
and adversely affect sales results, or even for a prolonged period of time, which could materially and adversely affect our business,
financial condition, and results of operations. We cannot predict the full effects the supply chain constraints will have on our business,
cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties.

 We are exposed to the
credit risk of customers and our finance partners, and payment delinquencies on accounts receivables.

 Defaults by customers and
the financial institutions that fund some of our customers' solar systems have not been material to date, but we expect that the
risk of customer defaults or financial partner defaults may increase as we grow our business. For example, Sunnova Energy International,
Inc. ("Sunnova"), a major provider of financing for solar systems, announced that substantial doubt exists regarding its ability
to continue as a going concern. While Complete Solar does not use Sunnova for any of its customer financing, if any of our financing partners
experience liquidity concerns or stop funding projects, we may incur significant losses or project delays. If any of our customers are
unable to make milestone payments on systems purchased in cash, our revenue and costs could be adversely affected. If economic conditions
worsen, certain of our customers or finance partners may face liquidity concerns and may be unable to satisfy their payment obligations
to us on a timely basis or at all, which could have a material adverse effect on our financial condition and results of operations.

 We may not realize the
anticipated benefits of past or future acquisitions, including the transactions under the APA with SunPower, and integration of these
acquisitions may disrupt our business.

 In November 2022, we acquired
The Solaria Corporation ("Solaria"), after which Complete Solar was renamed "Complete Solaria, Inc." In October
2023, we subsequently sold solar panel assets of Solaria, including intellectual property and customer contracts, to Maxeon Solar Technologies,
Ltd., which resulted in an impairment loss of $147.5 million and loss on disposal of $1.8 million. On September 30, 2024, we completed
the acquisition of the Acquired Assets under the APA with SunPower, which resulted in our acquisition of the SunPower Businesses and a
significant expansion of our business operations and headcount. In the future, we may acquire additional companies, project pipelines,
products, or technologies, or enter into joint ventures or other strategic initiatives. Our ability as an organization to integrate acquisitions
is unproven. We may not realize the anticipated benefits of our acquisitions or any other future acquisition or the acquisition may be
viewed negatively by customers, financial markets or investors.

 Any acquisition has numerous
risks, including, but not limited to, the following:

 difficulty in assimilating the operations and personnel of the acquired company;

 difficulty in effectively integrating the acquired technologies or products with current products and technologies;

 difficulty in maintaining controls, procedures and policies during the transition and integration;

 disruption of ongoing business and distraction of management and employees from other opportunities and challenges due to integration issues;

 difficulty integrating the acquired company's accounting, management information and other administrative systems;

 inability to retain key technical and managerial personnel of the acquired business;

 inability to retain key customers, vendors, and other business partners of the acquired business;

 inability to achieve the financial and strategic goals for the acquired and combined businesses;

 incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact operating results;

 failure of due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things;

 inability to assert that internal controls over financial reporting are effective; and

 inability to obtain, or obtain in a timely manner,
 approvals from governmental authorities, which could delay or prevent such acquisitions.

 inability to rebuild trust with home builders
due to the SunPower bankruptcy.

 inability to obtain advantageous financing
arrangements with financiers in order to pass the saving on to customers.

 We may be required to
file claims against other parties for infringing its intellectual property that may be costly and may not be resolved in its favor.

 To protect our intellectual
property rights and to maintain competitive advantage, we have filed, and may continue to file, suits against parties we believe infringe
or misappropriate our intellectual property. Intellectual property litigation is expensive and time-consuming, could divert management's
attention from our business, and could have a material adverse effect on our business, operating results, or financial condition, and
our enforcement efforts may not be successful. In addition, the validity of our patents may be challenged in such litigation. Our participation
in intellectual property enforcement actions may negatively impact our financial results.

 Developments in technology
or improvements in distributed solar energy generation and related technologies or components may materially adversely affect demand for
our offerings.

 Significant developments in
technology, such as advances in distributed solar power generation, energy storage solutions such as batteries, energy storage management
systems, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of distributed
or centralized power production may materially and adversely affect demand for our offerings and otherwise affect our business. Future
technological advancements may result in reduced prices to consumers or more efficient solar energy systems than those available today,
either of which may result in current customer dissatisfaction. We may not be able to adopt these new technologies as quickly as its competitors
or on a cost-effective basis.

 Additionally, recent technological
advancements may impact our business in ways not currently anticipated. Any failure by us to adopt or have access to new or enhanced technologies
or processes, or to react to changes in existing technologies, could result in product obsolescence or the loss of competitiveness of
and decreased consumer interest in its solar energy services, which could have a material adverse effect on its business, financial condition

 Our business is subject
to complex and evolving data protection laws. Many of these laws and regulations are subject to change and uncertain interpretation and
could result in claims, increased cost of operations or otherwise harm its business.

 Consumer personal privacy
and data security have become significant issues and the subject of rapidly evolving regulation in the U.S. Furthermore, federal, state
and local government bodies or agencies have in the past adopted, and may in the future adopt, more laws and regulations affecting data
privacy. For example, the state of California enacted the California Consumer Privacy Act of 2018 (" CCPA ") and California
voters recently approved the California Privacy Rights Act (" CPRA "). The CCPA creates individual privacy rights for
consumers and places increased privacy and security obligations on entities handling the personal data of consumers or households. The
CCPA went into effect in January 2020 and it requires covered companies to provide new disclosures to California consumers, provides
such consumers, business-to-business contacts and employees new ways to opt-out of certain sales of personal information, and allows
for a new private right of action for data breaches. The CPRA modifies the CCPA and imposes additional data protection obligations on
companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data.
The CCPA and the CPRA may significantly impact Complete Solaria's business activities and require substantial compliance costs
that adversely affect its business, operating results, prospects and financial condition. To date, we have not experienced substantial
compliance costs in connection with fulfilling the requirements under the CCPA or CPRA. However, we cannot be certain that compliance
costs will not increase in the future with respect to the CCPA and CPRA or any other recently passed consumer privacy regulation.

 Outside the U.S., an increasing
number of laws, regulations, and industry standards may govern data privacy and security. For example, the European Union's General
Data Protection Regulation (" EU GDPR ") and the United Kingdom's GDPR (" UK GDPR ") impose strict
requirements for processing personal data. Under the EU GDPR, companies may face temporary or definitive bans on data processing and other
corrective actions; fines of up to 20 million Euros or 4% of annual global revenue, whichever is greater; or private litigation related
to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent
their interests. Non-compliance with the UK GDPR may result in substantially similar adverse consequences to those in relation to the
EU GDPR, including monetary penalties of up to 17.5 million or 4% of worldwide revenue, whichever is higher.

 In addition, we may be unable
to transfer personal data from Europe and other jurisdictions to the U.S. or other countries due to data localization requirements or
limitations on cross-border data flows. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the
transfer of personal data to other countries. In particular, the European Economic Area (" EEA ") and the United Kingdom
have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it believes are not adequate.
Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross- border data transfer laws. Although
there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the U.S. in compliance with law,
such as the EEA and UK's standard contractual clauses, these mechanisms are subject to legal challenges, and there is no assurance
that Complete Solaria can satisfy or rely on these measures to lawfully transfer personal data to the U.S. If there is no lawful manner
for us to transfer personal data from the EEA, the UK, or other jurisdictions to the U.S., or if the requirements for a legally-compliant
transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of its operations,
the need to relocate part of or all of its business or data processing activities to other jurisdictions at significant expense, increased
exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other
third parties, and injunctions against its processing or transferring of personal data necessary to operate its business. Some European
regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the
EU GDPR's cross-border data transfer limitations.

 Any inability to adequately
address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations and policies,
could result in additional cost and liability to us damage our reputation, inhibit sales and adversely affect our business. Furthermore,
the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to our business may
limit the use and adoption of, and reduce the overall demand for, its solutions. If we are not able to adjust to changing laws, regulations
and standards related to privacy or security, our business may be harmed.

 Any unauthorized access
to or disclosure or theft of personal information we gather, store or use could harm our reputation and subject us to claims or litigation.

 We receive, store and use
personal information of customers, including names, addresses, e-mail addresses, and other housing and energy use information. We also
store information of dealers, including employee, financial and operational information. We rely on the availability of data collected
from customers and dealers in order to manage our business and market our offerings. We take certain steps in an effort to protect the
security, integrity and confidentiality of the personal information collected, stored or transmitted, but there is no guarantee inadvertent
or unauthorized use or disclosure will not occur or third parties will not gain unauthorized access to this information despite our efforts.
Although we take precautions to provide for disaster recovery, our ability to recover systems or data may be expensive and may interfere
with normal operations. Also, although we obtain assurances from such third parties that they will use reasonable safeguards to secure
their systems, we may be adversely affected by unavailability of their systems or unauthorized use or disclosure or its data maintained
in such systems. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified
until they are launched against a target, our suppliers or vendors and our dealers may be unable to anticipate these techniques or to
implement adequate preventative or mitigation measures.

 Cyberattacks in particular
are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data
and other electronic security breaches that could lead to disruptions in critical systems, disruption of customers' operations,
loss or damage to data delivery systems, unauthorized release of confidential or otherwise protected information, corruption of data and
increased costs to prevent, respond to or mitigate cybersecurity events. In addition, certain cyber incidents, such as advanced persistent
threats, may remain undetected for an extended period.

 Unauthorized use, disclosure
of or access to any personal information maintained by us or on the behalf of us, whether through breach of our systems, breach of the
systems of our suppliers, vendors or dealers by an unauthorized party or through employee or contractor error, theft or misuse or otherwise,
could harm our business. If any such unauthorized use, disclosure of or access to such personal information were to occur, our operations
could be seriously disrupted and we could be subject to demands, claims and litigation by private parties and investigations, related
actions and penalties by regulatory authorities.

 In addition, we could incur
significant costs in notifying affected persons and entities and otherwise complying with the multitude of federal, state and local laws
and regulations relating to the unauthorized access to, use of or disclosure of personal information. Finally, any perceived or actual
unauthorized access to, use of or disclosure of such information could harm our reputation, substantially impair our business, financial
condition and results of operations. While we currently maintain cybersecurity insurance, such insurance may not be sufficient to cover
against claims, and we cannot be certain that cyber insurance will continue to be available on economically reasonable terms, or at all,
or that any insurer will not deny coverage as to any future claim.

 If we fail to comply
with laws and regulations relating to interactions by the company or its dealers with current or prospective residential customers could
result in negative publicity, claims, investigations and litigation and adversely affect financial performance.

 Our business substantially
focuses on home improvement contracts for the installation of solar systems for residential customers. We offer leases, loans and other
products and services directly to consumers and through sales partners in our dealer networks, who utilize sales people employed by or
engaged as third-party service providers of such contractors. We and our dealers must comply with numerous federal, state and local laws
and regulations that govern matters relating to interactions with residential consumers, including those pertaining to consumer protection,
marketing and sales, privacy and data security, consumer financial and credit transactions, mortgages and refinancings, home improvement
contracts, warranties and various means of customer solicitation, including under the laws described below in " As sales to residential
customers have grown, we have increasingly become subject to substantial financing and consumer protection laws and regulations. "
These laws and regulations are dynamic and subject to potentially differing interpretations and various federal, state and local legislative
and regulatory bodies may initiate investigations, expand current laws or regulations, or enact new laws and regulations regarding these
matters. Changes in these laws or regulations or their interpretation could dramatically affect how we and our dealers do business, acquire
customers and manage and use information collected from and about current and prospective customers and the costs associated therewith.
We and our dealers strive to comply with all applicable laws and regulations relating to interactions with residential customers. It is
possible, however, that these requirements may be interpreted and applied in a manner inconsistent from one jurisdiction to another and
may conflict with other rules or our practices or the practices of our dealers.

 Although we require dealers
to meet consumer compliance requirements, we do not control dealers and their suppliers or their business practices. Accordingly, we cannot
guarantee they follow ethical business practices such as fair wage practices and compliance with environmental, safety and other local
laws. A lack of demonstrated compliance could lead us to seek alternative dealers or suppliers, which could increase costs and have a
negative effect on business and prospects for growth. Violation of labor or other laws by our dealers or suppliers or the divergence of
a dealer or supplier's labor or other practices from those generally accepted as ethical in the U.S. or other markets in which the
company does or intends to do business could also attract negative publicity and harm the business.

 From time to time, we have
been included in lawsuits brought by the consumer customers of certain contractors in our networks, citing claims based on the sales practices
of these contractors. We cannot be sure that a court of law would not determine that we are liable for the actions of the contractors
in our networks or that a regulator or state attorney general's office may hold us accountable for violations of consumer protection
or other applicable laws by. Our risk mitigation processes may not be sufficient to mitigate financial harm associated with violations
of applicable law by our contractors or ensure that any such contractor is able to satisfy its indemnification obligations to us. Any
significant judgment against us could expose it to broader liabilities, a need to adjust our distribution channels for products and services
or otherwise change our business model and could adversely impact the business.

 We may be unsuccessful
in introducing new services and product offerings.

 We intend to introduce new
offerings of services and products to both new and existing customers in the future, including home automation products and additional
home technology solutions. We may be unsuccessful in significantly broadening our customer base through the addition of these services
and products within current markets or in new markets the company may enter. Additionally, we may not be successful in generating substantial
revenue from any additional services and products introduced in the future and may decline to initiate new product and service offerings.

 Damage to our brand
and reputation or change or loss of use of our brand could harm our business and results of operations.

 We depend significantly on
our reputation for high-quality products, excellent customer service and the brand name "Complete Solaria" to attract new
customers and grow our business. If we fail to continue to deliver solar energy systems or energy storage systems within the planned timelines,
if our offerings do not perform as anticipated or if we damage any of our customers' properties or delays or cancels projects, our
brand and reputation could be significantly impaired. Future technological improvements may allow the company to offer lower prices or
offer new technology to new customers; however, technical limitations in our current solar energy systems and energy storage systems may
prevent us from offering such lower prices or new technology to existing customers.

 In addition, given the sheer
number of interactions our personnel or dealers operating on our behalf have with customers and potential customers, it is inevitable
that some customers' and potential customers' interactions with us or dealers operating on our behalf will be perceived as
less than satisfactory. This has led to instances of customer complaints, some of which have affected our digital footprint on rating
websites and social media platforms. If we cannot manage hiring and training processes to avoid or minimize these issues to the extent
possible, our reputation may be harmed and our ability to attract new customers would suffer.

 In addition, if we were to
no longer use, lose the right to continue to use or if others use the "Complete Solaria" brand, we could lose recognition
in the marketplace among customers, suppliers and dealers, which could affect our business, financial condition, results of operations
and would require financial and other investment and management attention in new branding, which may not be as successful.

 Our success depends on the continuing contributions of key personnel,
including Thurman J. Rodgers. If we are unable to attract and retain key employees and qualified personnel, our business and prospects
could be harmed.

 We rely heavily on the services of our key executive officers and other
key employees, in particular Thurman J. Rodgers, and the loss of services of any principal member of the management team or other key
employees could adversely affect our operations. There have been, and from time to time there may continue to be, changes in our management
team resulting from the hiring or departure of executives and key employees, or the transition of executives within our business, which
could disrupt our business. For example, during 2023 and 2024, we had turnover in key positions, including our Chief Executive Officer
and our Chief Financial Officer. As a result of the SunPower Acquisition, we also appointed new employees to key positions and restructured
our management reporting lines. Such changes in our executive management team or workforce may be disruptive to our business, divert management's
attention, result in a loss of knowledge and negatively impact employee morale. If we encounter further turnover or difficulties associated
with the transition or departure of our executive officers and key employees, or if we are unsuccessful in recruiting new personnel or
in retaining and motivating existing personnel, our operations may be disrupted, which could harm our business.

 We are investing significant
resources in developing new members of management as we complete our restructuring and strategic transformation, including as a result
of the SunPower Acquisition. We also anticipate that over time we will need to hire a number of highly skilled technical, sales, marketing,
administrative, and accounting personnel. The competition for qualified personnel is intense in this industry. We may not be successful
in attracting and retaining sufficient numbers of qualified personnel to support its anticipated growth. We cannot guarantee that any
employee will remain employed with us for any definite period of time since all employees, including key executive officers, serve at-will
and may terminate their employment at any time for any reason.

 Labor is subject to external
factors that are beyond our control, including our industry's highly competitive market for skilled workers and leaders, cost inflation,
and workforce participation rates. As we build our brand and become more well known and grow globally, there is increased risk that competitors
or other companies will seek to hire our personnel. The failure to attract, integrate, train, motivate and retain these personnel could
seriously harm our business and prospects.

 If we or our dealers
or suppliers fail to hire and retain sufficient employees and service providers in key functions, our growth and ability to timely complete
customer projects and successfully manage customer accounts would be constrained.

 To support growth, we and
our dealers need to hire, train, deploy, manage and retain a substantial number of skilled employees, engineers, installers, electricians
and sales and project finance specialists. Competition for qualified personnel in this industry has increased substantially, particularly
for skilled personnel involved in the installation of solar energy systems. We and our dealers also compete with the homebuilding and
construction industries for skilled labor. These industries are cyclical and when participants in these industries seek to hire additional
workers, it puts upward pressure on us and our dealers' labor costs. Companies with whom our dealers compete to hire installers
may offer compensation or incentive plans that certain installers may view as more favorable. As a result, our dealers may be unable to
attract or retain qualified and skilled installation personnel. The further unionization of the industry's labor force or the homebuilding
and construction industries' labor forces could also increase our dealers' labor costs.

 Shortages of skilled labor
could significantly delay a project or otherwise increase dealers' costs. Further, we need to continue to increase the training
of the customer service team to provide high-end account management and service to homeowners before, during and following the point of
installation of its solar energy systems. Identifying and recruiting qualified personnel and training them requires significant time,
expense and attention. It can take several months before a new customer service team member is fully trained and productive at the standards
established by us. If we are unable to hire, develop and retain talented customer service or other personnel, we may not be able to grow
our business.

 Our operating results
and ability to grow may fluctuate from quarter to quarter and year to year, which could make future performance difficult to predict and
could cause operating results for a particular period to fall below expectations.

 Our quarterly and annual operating
results and its ability to grow are difficult to predict and may fluctuate significantly. We have experienced seasonal and quarterly fluctuations
in the past and expect to experience such fluctuations in the future. In addition to the other risks described in this "Risk Factors"
section, the following factors could cause operating results to fluctuate:

 expiration or initiation of any governmental rebates or incentives;

 significant fluctuations in customer demand for our solar energy services, solar energy systems and energy storage systems;

 our dealers' ability to complete installations in a timely manner;

 our and our dealers' ability to gain interconnection permission for an installed solar energy system from the relevant utility;

 the availability, terms and costs of suitable financing;

 the amount, timing of sales
 and potential decreases in value of Solar Renewable Energy Certificates (" SRECs ");

 our ability to continue to expand its operations and the amount and timing of expenditures related to this expansion;

 announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;

 changes in our pricing policies or terms or those of competitors, including centralized electric utilities;

 actual or anticipated developments in competitors' businesses, technology or the competitive landscape; and

 natural disasters or other weather or meteorological conditions.

 For these or other reasons,
the results of any prior quarterly or annual periods should not be relied upon as indications of our future performance.

 Our ability to obtain
insurance on the terms of any available insurance coverage could be materially adversely affected by international, national, state or
local events or company-specific events, as well as the financial condition of insurers.

 Our insurance policies cover
legal and contractual liabilities arising out of bodily injury, personal injury or property damage to third parties and are subject to
policy limits.

 However, such policies do
not cover all potential losses and coverage is not always available in the insurance market on commercially reasonable terms. In addition,
we may have disagreements with insurers on the amount of recoverable damages and the insurance proceeds received for any loss of, or any
damage to, any of our assets may be claimed by lenders under financing arrangements or otherwise may not be sufficient to restore the
loss or damage without a negative impact on its results of operations. Furthermore, the receipt of insurance proceeds may be delayed,
requiring us to use cash or incur financing costs in the interim. To the extent our experiences covered losses under its insurance policies,
the limit of our coverage for potential losses may be decreased or the insurance rates it has to pay increased. Furthermore, the losses
insured through commercial insurance are subject to the credit risk of those insurance companies. While we believe our commercial insurance
providers are currently creditworthy, we cannot assure such insurance companies will remain so in the future.

 We may not be able to maintain
or obtain insurance of the type and amount desired at reasonable rates. The insurance coverage obtained may contain large deductibles
or fail to cover certain risks or all potential losses. In addition, our insurance policies are subject to annual review by insurers and
may not be renewed on similar or favorable terms, including coverage, deductibles or premiums, or at all. If a significant accident or
event occurs for which we are not fully insured or the company suffers losses due to one or more of its insurance carriers defaulting
on their obligations or contesting their coverage obligations, it could have a material adverse effect on our business, financial condition

 We may be subject to
breaches of our information technology systems, which could lead to disclosure of internal information, damage to our reputation or relationships
with dealers, suppliers, and customers, and disrupt access to online services. Such breaches could subject us to significant reputational,
financial, legal, and operational consequences.

 Our business requires the
use and storage of confidential and proprietary information, intellectual property, commercial banking information, personal information
concerning customers, employees, and business partners, and corporate information concerning internal processes and business functions.
Malicious attacks to gain access to such information affects many companies across various industries, including ours.

 Where appropriate, we use
encryption and authentication technologies to secure the transmission and storage of data. These security measures may be compromised
as a result of third-party security breaches, employee error, malfeasance, faulty password management, or other irregularity or malicious
effort, and result in persons obtaining unauthorized access to data.

 We devote resources to network
security, data encryption, and other security measures to protect our systems and data, but these security measures cannot provide absolute
security. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently,
target end users through phishing and other malicious techniques, and/or may be difficult to detect for long periods of time, we may be
unable to anticipate these techniques or implement adequate preventative measures. As a result, we may experience a breach of our systems
in the future that reduces our ability to protect sensitive data. In addition, hardware, software, or applications we develop or procure
from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.
Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deceiving
team members, contractors and temporary staff. If we experience, or are perceived to have experienced, a significant data security breach,
fail to detect and appropriately respond to a significant data security breach, or fail to implement disclosure controls and procedures
that provide for timely disclosure of data security breaches deemed material to our business, including corrections or updates to previous
disclosures, we could be exposed to a risk of loss, increased insurance costs, remediation and prospective prevention costs, damage to
our reputation and brand, litigation and possible liability, or government enforcement actions, any of which could detrimentally affect
our business, results of operations, and financial condition.

 We may also share information
with contractors and third-party providers to conduct business. While we generally review and typically request or require such contractors
and third-party providers to implement security measures, such as encryption and authentication technologies to secure the transmission
and storage of data, those third-party providers may experience a significant data security breach, which may also detrimentally affect
our business, results of operations, and financial condition as discussed above. See also under this section, " We may be required
to file claims against other parties for infringing its intellectual property that may be costly and may not be resolved in our favor."
We rely substantially upon trade secret laws and contractual restrictions to protect our proprietary rights, and, if these rights are
not sufficiently protected, our ability to compete and generate revenue could suffer.

 As sales to residential
customers have grown, we have increasingly become subject to consumer protection laws and regulations.

 As we continue to seek to
expand our retail customer base, our activities with customers are subject to consumer protection laws that may not be applicable to other
businesses, such as federal truth-in-lending, consumer leasing, telephone and digital marketing, and equal credit opportunity laws and
regulations, as well as state and local finance laws and regulations. Claims arising out of actual or alleged violations of law may be
asserted against us by individuals or governmental entities and may expose the company to significant damages or other penalties, including
fines. In addition, our affiliations with third-party dealers may subject the company to alleged liability in connection with actual or
alleged violations of law by such dealers, whether or not actually attributable to us, which may expose us to significant damages and
penalties, and we may incur substantial expenses in defending against legal actions related to third-party dealers, whether or not ultimately
found liable.

 The competitive environment
in which we operate often requires the undertaking of customer obligations, which may turn out to be costlier than anticipated and, in
turn, materially and adversely affect our business, results of operations and financial condition.

 We are often required, at
the request of our end customer, to undertake certain obligations such as:

 system output performance warranties; and

 system maintenance.

 Such customer obligations
involve complex accounting analyses and judgments regarding the timing of revenue and expense recognition, and in certain situations these
factors may require us to defer revenue or profit recognition until projects are completed or until contingencies are resolved, which
could adversely affect revenues and profits in a particular period.

 We are subject to risks
associated with construction, cost overruns, delays, regulatory compliance and other contingencies, any of which could have a material
adverse effect on its business and results of operations.

 We are a licensed contractor
in certain communities that we service and are ultimately responsible as the contracting party for every solar energy system installation.
A significant portion of our business depends on obtaining and maintaining required licenses in various jurisdictions. All such licenses
are subject to audit by the relevant government agency. Our failure to obtain or maintain required licenses could result in the termination
of certain of our contracts. For example, we hold a license with California's Contractors State License Board (the " CSLB ")
and that license is currently under probation with the CSLB. If we fail to comply with the CSLB's law and regulations, it could
result in termination of certain of our contracts, monetary penalties, extension of the license probation period or revocation of its
license in California. In addition, we may be liable, either directly or through its solar partners, to homeowners for any damage we cause
to them, their home, belongings or property during the installation of our systems. For example, we either directly or through its solar
partners, frequently penetrate homeowners' roofs during the installation process and may incur liability for the failure to adequately
weatherproof such penetrations following the completion of construction. In addition, because the solar energy systems we or our solar
partners deploy are high voltage energy systems, we may incur liability for failing to comply with electrical standards and manufacturer
recommendations.

 Further, we or our installation
partners may face construction delays or cost overruns, which may adversely affect our or our sales partners' ability to ramp up
the volume of installation in accordance with our plans. Such delays or overruns may occur as a result of a variety of factors, such as
labor shortages, defects in materials and workmanship, adverse weather conditions, transportation constraints, construction change orders,
site changes, labor issues and other unforeseen difficulties, any of which could lead to increased cancellation rates, reputational harm
and other adverse effects.

 In addition, the installation
of solar energy systems, energy storage systems, and other energy-related products requiring building modifications are subject to oversight
and regulation in accordance with national, state, and local laws and ordinances relating to building, fire, and electrical codes, safety,
environmental protection, utility interconnection and metering, and related matters. We also rely on certain employees to maintain professional
licenses in many of the jurisdictions in which we operate, and the failure to employ properly licensed personnel could adversely affect
our licensing status in those jurisdictions. It is difficult and costly to track the requirements of every individual authority having
jurisdiction over our installations and to design solar energy systems to comply with these varying standards. Any new government regulations
or utility policies pertaining to our systems may result in significant additional expenses to homeowners and us and, as a result, could
cause a significant reduction in demand for solar service offerings.

 While we have a variety of
stringent quality standards that the company applies in the selection of its solar partners, we do not control our suppliers and solar
partners or their business practices. Accordingly, we cannot guarantee that they follow our standards or ethical business practices, such
as fair wage practices and compliance with environmental, safety and other local laws. A lack of demonstrated compliance could lead us
to seek alternative suppliers or contractors, which could increase costs and result in delayed delivery or installation of our products,
product shortages or other disruptions of its operations. Violation of labor or other laws by our suppliers and solar partners or the
divergence of a supplier's or solar partners' labor or other practices from those generally accepted as ethical in the U.S.
or other markets in which we do business could also attract negative publicity and harm our business, brand and reputation in the market.

 Compliance with occupational
safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant
penalties, operational delays and adverse publicity.

 The installation and ongoing
operations and maintenance of solar energy systems and energy storage systems requires individuals hired by us, our dealers, or third-party
contractors, potentially including employees, to work at heights with complicated and potentially dangerous electrical systems. The evaluation
and modification of buildings as part of the installation process requires these individuals to work in locations that may contain potentially
dangerous levels of asbestos, lead, mold or other materials known or believed to be hazardous to human health. There is substantial risk
of serious injury or death if proper safety procedures are not followed. Our operations are subject to regulation by the Occupational
Safety and Health Administration (" OSHA ") and the Department of Transportation (" DOT ") and equivalent
state and local laws. Changes to OSHA or DOT requirements, or stricter interpretation or enforcement of existing laws or regulations,
could result in increased costs. If we fail to comply with applicable OSHA or DOT regulations, even if no work-related serious injury
or death occurs, we may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital
expenditures or suspend or limit operations. Because individuals hired by us or on our behalf to perform installation and ongoing operations
and maintenance of the company's solar energy systems and energy storage systems, including its dealers and third-party contractors,
are compensated on a per project basis, they are incentivized to work more quickly than installers compensated on an hourly basis. While
we have not experienced a high level of injuries to date, this incentive structure may result in higher injury rates than others in the
industry and could accordingly expose the company to increased liability. Individuals hired by or on behalf of us may have workplace
accidents and receive citations from OSHA regulators for alleged safety violations, resulting in fines. Any such accidents, citations,
violations, injuries or failure to comply with industry best practices may subject us to adverse publicity, damage its reputation and
competitive position and adversely affect the business.

 Our business has benefited
from the declining cost of solar energy system components, but it may be harmed if the cost of such components stabilizes or increases
in the future.

 Our business has benefited
from the declining cost of solar energy system components and to the extent such costs stabilize, decline at a slower rate or increase,
our future growth rate may be negatively impacted. The declining cost of solar energy system components and the raw materials necessary
to manufacture them has been a key driver in the price of our solar energy systems, and the prices charged for electricity and customer
adoption of solar energy. Solar energy system component and raw material prices may not continue to decline at the same rate as they have
over the past several years or at all. In addition, growth in the solar industry and the resulting increase in demand for solar energy
system components and the raw materials necessary to manufacture them may also put upward pressure on prices. An increase of solar energy
system components and raw materials prices could slow growth and cause business and results of operations to suffer. Further, the cost
of solar energy system components and raw materials has increased and could increase in the future due to tariff penalties, duties, the
loss of or changes in economic governmental incentives or other factors.

 Product liability claims
against us could result in adverse publicity and potentially significant monetary damages.

 It is possible our solar energy
systems or energy storage systems could injure customers or other third parties or our solar energy systems or energy storage systems
could cause property damage as a result of product malfunctions, defects, improper installation, fire or other causes. Any product liability
claim we face could be expensive to defend and may divert management's attention. The successful assertion of product liability
claims against us could result in potentially significant monetary damages, potential increases in insurance expenses, penalties or fines,
subject the company to adverse publicity, damage our reputation and competitive position and adversely affect sales of solar energy systems
or energy storage systems. In addition, product liability claims, injuries, defects or other problems experienced by other companies in
the residential solar industry could lead to unfavorable market conditions to the industry as a whole and may have an adverse effect on
our ability to expand its portfolio of solar service agreements and related solar energy systems and energy storage systems, thus affecting
our business, financial condition and results of operations.

 Our warranty costs may
exceed the warranty reserve.

 We provide warranties that
cover parts performance and labor to purchasers of our solar modules. We also have legacy warranty and performance obligations from our
former business manufacturing solar panels. We maintain a warranty reserve on our financial statements, and our warranty claims may exceed
the warranty reserve. Any significant warranty expenses could adversely affect our financial condition and results of operations. Significant
warranty problems could impair our reputation which could result in lower revenue and a lower gross margin.

 We are subject to legal
proceedings and regulatory inquiries and may be named in additional claims or legal proceedings or become involved in regulatory inquiries,
all of which are costly, distracting to our core business and could result in an unfavorable outcome or harm our business, financial condition,
results of operations or the trading price for our securities.

 We are involved in claims,
legal proceedings that arise from normal business activities. In addition, from time to time, third parties have asserted and may in the
future assert claims against us. We evaluate all claims, lawsuits and investigations with respect to their potential merits, our potential
defenses and counter claims, settlement or litigation potential and the expected effect on us. In the event that we are involved in significant
disputes, including the legal claims noted below, or are the subject of a formal action by a regulatory agency, we could be exposed to
costly and time-consuming legal proceedings that could result in any number of outcomes. Although outcomes of such actions vary, any claims,
proceedings or regulatory actions initiated by or against us whether successful or not, could result in expensive costs of defense, costly
damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication
of management time, diversion of significant operational resources or some other harm to the business. In any of these cases, our business,
financial condition or results of operations could be negatively impacted. We make a provision for a liability relating to legal matters
when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are
reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal
counsel and other information and events pertaining to a particular matter. Depending on the nature and timing of any such controversy,
an unfavorable resolution of a matter could materially affect our future business, financial condition or results of operations, or all
of the foregoing, in a particular quarter.

 See "Item 8. Financial
Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 19. Commitments and Contingencies" for a further
discussion of the legal claims summarized therein.

 In addition to the other information
provided in Note 19, on February 22, 2024, the court in the case issued an order against certain subsidiaries of the Company which awarded
Siemens approximately $6.9 million. On March 15, 2024, Siemens filed a motion seeking to recover $2.67 million for attorneys' fees,
expenses, and pre-and post-judgment interest. The Company opposed Siemens' motion for attorneys' fees, expenses, and pre-
and post-judgment interest on April 5, 2024. On June 17, 2024, the court entered a final order which awarded Siemens a total of $2.0 million
in attorneys' fees and costs. We have appealed these judgments. On August 19, 2024, Siemens applied for the enforcement to a sister
state judgment in the Superior Court of Alameda, California and the court entered a judgement in favor of Siemens. On December 9, 2024,
Siemens moved to amend the judgment to add Complete Solaria, Inc. as a judgement debtor. Our subsidiaries opposed the Siemens motion.
The court heard the motion by submission on April 3, 2025, but has not yet issued a ruling. The Company recognized $6.9 million as a legal
loss related to this litigation in 2023, and in 2024, the Company recorded an additional accrual for $2.0 million for attorneys'
fees, expenses, and pre-judgment interest, in accrued expenses and other current liabilities within its consolidated balance sheet as
of December 29, 2024. This legal loss was recognized in loss from discontinued operations, net of tax on the consolidated statements of
operations and comprehensive loss. The Company recorded a liability of $6.9 million as a legal loss related to this litigation, excluding
amounts for attorneys' fees and costs, in accrued expenses and other current liabilities within its consolidated balance sheets
at each of December 29, 2024 and December 31, 2023.

 The requirements of
being a public company may strain our resources, divert management's attention and affect our ability to attract and retain qualified
directors and officers.

 We will face increased legal,
accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley
Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB
and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements
will increase costs and make certain activities more time- consuming. A number of those requirements will require us to carry out activities
we had not done previously.

 If any issues in complying
with those requirements are identified (for example, if we or the auditors identify a material weakness or significant deficiency in the
internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues
could adversely affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability
insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to
serve on our board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations
will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased
costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic
objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements,
which could further increase costs.

 Our ability to use net
operating loss carryforwards and certain other tax attributes may be limited.

 We have incurred substantial
losses during our history and do not expect to become profitable in the near future and may never achieve profitability. Under current
U.S. federal income tax law, unused losses for the tax year ended December 31, 2017 and prior tax years will carry forward to offset future
taxable income, if any, until such unused losses expire, and unused federal losses generated after December 31, 2017 will not expire and
may be carried forward indefinitely but will be only deductible to the extent of 80% of current year taxable income in any given year.
Many states have similar laws.

 In addition, both current
and future unused net operating loss (" NOL ") carryforwards and other tax attributes may be subject to limitation under
Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the "Code"), if a corporation undergoes an "ownership
change," generally defined as a greater than 50 percentage point change (by value) in equity ownership by certain stockholders over
a three-year period. The Business Combination may have resulted in an ownership change for us and, accordingly, our NOL carryforwards
and certain other tax attributes may be subject to limitations (or disallowance) on their use after the Business Combination. Our NOL
carryforwards may also be subject to limitation as a result of prior shifts in equity ownership. Additional ownership changes in the future
could result in additional limitations on our NOL carryforwards. Consequently, even if we achieve profitability, we may not be able to
utilize a material portion of our NOL carryforwards and other tax attributes, which could have a material adverse effect on cash flow

 Risks Related to our Common Stock and Other Securities

 Our directors, executive
officers and principal stockholders will continue to have significant influence over our company, which could limit your ability to influence
the outcome of key transactions, including a change of control.

 Our directors, executive officers
and each of our 5% stockholders and their affiliates, in the aggregate, beneficially own approximately 28.2% of the outstanding shares
of our common stock, based on the number of shares outstanding as of March 31, 2025. As a result, these stockholders, if acting together,
will be able to significantly influence matters requiring approval by our stockholders, including the election of directors and the approval
of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way
with which you disagree, and which may be adverse to your interests. This concentration of ownership may have the effect of delaying,
preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for
their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

 The trading price of
our common stock may be volatile, and you could lose all or part of your investment.

 Fluctuations in the price
of our securities could contribute to the loss of all or part of your investment. The trading price of our securities could be volatile
and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below
could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the
price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

 Factors affecting the trading
price of our securities:

 actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

 changes in the market's expectations about our operating results;

 success of competitors;

 our operating results failing to meet the expectation of securities analysts or investors in a particular period;

 changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

 operating and stock price performance of other companies that investors deem comparable to us;

 our ability to develop product candidates;

 changes in laws and regulations affecting our business;

 commencement of, or involvement in, litigation involving us;

 changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

 the volume of shares of our securities available for public sale

 any major change in our board of directors or management;

 sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

 general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

 If securities or industry
analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations
regarding our securities adversely, the price and trading volume of our securities could decline.

 The trading market for our
securities is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market,
or our competitors. If any of the analysts who currently cover us change their recommendation regarding our stock adversely, or provide
more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst who currently
cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which
could cause our stock price or trading volume to decline. If we obtain additional coverage and any new analyst issues, an adverse or misleading
opinion regarding us, our business model, our intellectual property or our stock performance, or if our operating results fail to meet
the expectations of analysts, our stock price could decline.

 A market for our securities
may not continue, which would adversely affect the liquidity and price of our securities.

 The price of our securities
may fluctuate significantly due to general market and economic conditions and an active trading market for our securities may not be sustained.
In addition, the price of our securities can vary due to general economic conditions and forecasts, our general business condition and
the release of our financial reports. If our securities are not listed on, or become delisted from Nasdaq for any reason, and are quoted
on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange,
the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities
exchange. You may be unable to sell your securities unless a market can be established or sustained.

 If we fail to meet all
applicable requirements of Nasdaq and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity
of our common stock and the market price of our common stock could decrease.

 If we are unable to satisfy
the Nasdaq criteria for continued listing, our common stock would be subject to delisting. A delisting of our common stock could negatively
impact us by, among other things, reducing the liquidity and market price of our common stock; reducing the number of investors willing
to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of news
and analyst coverage of us; and limiting our ability to issue additional securities or obtain additional financing in the future. In addition,
delisting from Nasdaq may negatively impact our reputation and, consequently, our business.

 There can be no assurance that we will maintain compliance with the
requirements for listing our common stock on Nasdaq. As a result of not filing this Annual Report on Form 10-K within the timeframe required
by the SEC, we were not in compliance with the Nasdaq continued listing rules. If we are unable to satisfy the Nasdaq criteria for continued
listing, our common stock would be subject to delisting.

 If Nasdaq delists our securities
from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse
consequences including:

 a limited availability of market quotations for our securities;

 a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

 a limited amount of analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future.

 Sales of a substantial
number of our common stock in the public market by our shareholders could cause the price of our common stock to decline.

 Sales of a substantial number
of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our
stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could
decline.

 Provisions in our Certificate
of Incorporation and Bylaws and provisions of the Delaware General Corporation Law may delay or prevent an acquisition by a third party
that could otherwise be in the interests of shareholders.

 Our Certificate of Incorporation
and Bylaws contain several provisions that may make it more difficult or expensive for a third party to acquire control of us without
the approval of our board. These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest, or
other transaction that stockholders may consider favorable, include the following:

 advance notice requirements for stockholder proposals and director nominations;

 provisions limiting stockholders' ability to call special meetings of stockholders and to take action by written consent;

 restrictions on business combinations with interested stockholders;

 no cumulative voting; and

 the ability of the board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions by such acquirer.

 These provisions of our Certificate
of Incorporation and Proposed Bylaws could discourage potential takeover attempts and reduce the price that investors might be willing
to pay for the shares of our common stock in the future, which could reduce the market price of our common stock.

 The provision of our
Certificate of Incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts
of the U.S. for certain types of lawsuits may have the effect of discouraging lawsuits against directors and officers.

 Our Certificate of Incorporation
provides that, unless otherwise consented to by us in writing, the Court of Chancery of the State of Delaware (or, if the Court of Chancery
does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) will, to the
fullest extent permitted by law, be the sole and exclusive forum for the following types of actions or proceedings:

 any derivative action or
 proceeding brought on behalf of us;

 any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any of our current or former directors, officers, stockholders, employees or agents to us or our stockholders;

 any action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents relating to any provision of the Delaware General Corporation Law ("DGCL") or our Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and

 any action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents governed by the internal affairs doctrine of the State of Delaware, in each such case unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein.

 Our Certificate of Incorporation
will further provide that, unless otherwise consented to by us in writing to the selection of an alternative forum, the federal district
courts of the U.S. will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint against
any person in connection with any offering of our securities, asserting a cause of action arising under the Securities Act. Any person
or entity purchasing or otherwise acquiring any interest in our securities will be deemed to have notice of and consented to this provision.

 Although our Certificate of
Incorporation contains the choice of forum provisions described above, it is possible that a court could rule that such provisions are
inapplicable for a particular claim or action or that such provisions are unenforceable. For example, under the Securities Act, federal
courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors
cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and, therefore, the exclusive forum provisions described above do not apply to any actions brought under
the Exchange Act.

 Although we believe these
provisions will benefit us by limiting costly and time-consuming litigation in multiple forums and by providing increased consistency
in the application of applicable law, these exclusive forum provisions may limit the ability of our shareholders to bring a claim in a
judicial forum that such shareholders find favorable for disputes with us or our directors, officers or employees, which may discourage
such lawsuits against us and our directors, officers and other employees.

 We may be required to
repurchase up to 5,618,488 shares of common stock from the investors with whom we entered into Forward Purchase Agreements in connection
with the closing of the Business Combination, which would reduce the amount of cash available to us to fund our growth plan.

 On and around July 13, 2023,
FACT entered into separate Forward Purchase Agreements (the "Forward Purchase Agreements") with each of (i) Meteora
Special Opportunity Fund I, LP (" MSOF "), Meteora Capital Partners, LP (" MCP ") and Meteora Select
Trading Opportunities Master, LP ("MSTO") (with MSOF, MCP, and MSTO collectively as " Meteora "); (ii) Polar
Multi-Strategy Master Fund (" Polar "), and (iii) Diametric True Alpha Market Neutral Master Fund, LP, Diametric
True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP (collectively, "Sandia", and each
of Meteora, Polar, and Sandia, individually, an " FPA Investor ", and together, the " FPA Investors "),
pursuant to which FACT (now Complete Solaria following the closing of the Business Combination) agreed to purchase in the aggregate, on
the date that is 24 months after the closing date of the Forward Purchase Agreements (the " Maturity Date "), up to 5,618,488
shares of common stock then held by the FPA Investors (subject to certain conditions and purchase limits set forth in the Forward Purchase
Agreements). Pursuant to the terms of the Forward Purchase Agreements, each FPA Investor further agreed not to redeem any of the FACT
Class A Ordinary Shares owned by it at such time. The per price at which the FPA Investors have the right to sell the shares to us on
the Maturity Date will not be less than $5.00 per share. On December 18, 2023, the Company and each FPA Investor entered into separate
amendments to the Forward Purchase Agreements (the " First Amendments"). The First Amendments lower the reset floor
price of each Forward Purchase Agreement from $5.00 to $3.00 and allow the Company to raise up to $10,000,000 of equity from existing
stockholders without triggering certain anti-dilution provisions contained in the Forward Purchase Agreements; provided, the insiders
pay a price per share for their initial investment equal to the closing price per share as quoted on the Nasdaq on the day of purchase;
provided, further, that any subsequent investments are made at a price per share equal to the greater of (a) the closing price per share
as quoted by Nasdaq on the day of the purchase or (b) the amount paid in connection with the initial investment. On May 7 and 8, 2024,
respectively, the Company entered into separate amendments to the Forward Purchase Agreements (the collectively the " Second Amendments ")
with Sandia (the " Sandia Second Amendment ") and Polar (the " Polar Second Amendment "). The Second
Amendments lower the reset price of each Forward Purchase Agreement from $3.00 to $1.00 per share and amend the VWAP Trigger Event provision
to read: "After December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading
day-period, is below $1.00 per Share." The Sandia Second Amendment is not effective until the Company executes similar amendments
with both Polar and Meteora. Subsequently, on June 14, 2024, the Company entered into an amendment to the Forward Purchase Agreement
with Sandia (the " Sandia Third Amendment "). The Sandia Third Amendment sets the reset price of each Forward Purchase
Agreement to $1.00 per share and amends the VWAP Trigger Event provision to read: "After December 31, 2024, an event that occurs
if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $1.00 per Share." In the event
either Polar or Meteora amend their Forward Purchase Agreements to include different terms from the $1.00 reset price and VWAP trigger
adjustment, or file a notice of a VWAP trigger event, as referenced herein, the Sandia Forward Purchase Agreement will be retroactively
amended to reflect those improved terms and liquidity on the Sandia Forward Purchase Agreement, including any of the 1,050,000 shares
that were sold upon execution of the Sandia Forward Purchase Agreement. On July 17, 2024, the Company entered into the third amendment
to the Forward Purchase Agreement with Polar (the " Polar Third Amendment "), pursuant to which the Company and Polar
agreed that Section 2 (Most Favored Nation) of the Forward Purchase Agreement is applicable to all 2,450,000 shares subject to the Forward
Purchase Agreement.

 If the FPA Investors hold
some or all of the 5,618,488 forward purchase agreement shares on the Maturity Date, and the per share trading price of our common stock
is less than the per share price at which the FPA Investors have the right to sell the common stock to us on the Maturity Date, we would
expect that the FPA Investors will exercise this repurchase right with respect to such shares. In the event that we are required to repurchase
these forward purchase agreement shares, or in the event that the Forward Purchase Agreements are terminated, the amount of cash arising
from the Business Combination that would ultimately be available to fund our liquidity and capital resource requirements would be reduced
accordingly, which would adversely affect our ability to fund our growth plan in the manner we had contemplated when entering into the
Forward Purchase Agreements.

 Warrants to purchase
shares of our common stock may not be exercised at all or may be exercised on a cashless basis and we may not receive any cash proceeds
from the exercise of such warrants.

 The exercise price of warrants
to purchase shares of our common stock may be higher than the prevailing market price of the underlying shares of common stock. The exercise
price of such warrants is subject to market conditions and may not be advantageous if the prevailing market price of the underlying shares
of common stock is lower than the exercise price. The cash proceeds associated with the exercise of such warrants to purchase our common
stock are contingent upon our stock price. The value of our common stock will fluctuate and may not align with the exercise price of such
warrants at any given time. If such warrants are "out of the money," meaning the exercise price is higher than the market
price of our common stock, there is a high likelihood that warrant holders may choose not to exercise their warrants. As a result, we
may not receive any proceeds from the exercise of such warrants.

 Furthermore, with regard to
certain warrants to purchase shares of our common stock that were issued in a private placement at the time of FACT's IPO and warrants
issued to certain selling securityholders in connection with conversion of working capital loans, it is possible that we may not receive
cash upon their exercise, since these warrants may be exercised on a cashless basis. A cashless exercise allows warrant holders to convert
the warrants into shares of our common stock without the need for a cash payment. Instead of paying cash upon exercise, the warrant holder
would receive a reduced number of shares based on a predetermined formula. As a result, the number of shares issued through a cashless
exercise will be lower than if the warrants were exercised on a cash basis, which could impact the cash proceeds we receive from the exercise
of such warrants.

 Servicing our debt requires
a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

 Our ability to make scheduled
payments of the principal of, to pay interest on or to refinance our indebtedness, including 12.00% Notes due 2029 and the 7.00% Convertible
Senior Notes due 2029 (the 7.00% Notes due 2029 and with the 12.00% Notes due 2029, collectively, the " Convertible Senior Notes "),
depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business
may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures.
If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring
debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness
will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or
engage in these activities on desirable terms, which could result in a default on our debt obligations, including the Convertible Senior
Notes.

 The conversion features
of the Convertible Senior Notes may adversely affect our financial condition and operating results.

 The holders of Convertible
Senior Notes will be entitled to convert their notes at and during specified periods at their option. If one or more holders elect to
convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than
paying cash in lieu of delivering any fractional share), at maturity, we would be required to settle a portion or all of our conversion
obligation through the payment of cash, which could adversely affect our liquidity.

 Certain provisions
in the indentures or other agreements governing the Convertible Senior Notes may delay or prevent an otherwise a beneficial takeover
attempt of us.

 Certain provisions in the
indentures or other agreements governing the Convertible Senior Notes may make it more difficult or expensive for a third party to acquire
us. For example, the indentures and other agreements governing the Convertible Senior Notes will require us to repurchase the Convertible
Senior Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for
a holder that converts its notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that
we repurchase the Convertible Senior Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer
to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise
be beneficial to investors.

 Conversion of the Convertible
Senior Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

 The conversion of some or
all of the Convertible Senior Notes may dilute the ownership interests of our stockholders. Upon conversion of the Convertible Senior
Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares
of our common stock. If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares
of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing
market prices of our common stock. In addition, the existence of the Convertible Senior Notes may encourage short selling by market participants
because the conversion of the Convertible Senior Notes could be used to satisfy short positions, or anticipated conversion of the Convertible
Senior Notes into shares of our common stock could depress the price of our common stock.

 The accounting method
for the Convertible Senior Notes could adversely affect our reported financial condition and results.

 The accounting method for
reflecting the Convertible Senior Notes on our balance sheet, accruing interest expense for the Convertible Senior Notes and reflecting
the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial
condition.

 In August 2020, the Financial
Accounting Standards Board (" FASB ") published Accounting Standards Update (" ASU ") 2020-06 (" ASU
2020-06 "), which simplified certain of the accounting standards that apply to convertible notes. ASU 2020-06 eliminated the
cash conversion and beneficial conversion feature modes used to separately account for embedded conversion features as a component of
equity. Instead, an entity would account for convertible debt or convertible preferred stock securities as a single unit of account, unless
the conversion feature requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the "if-converted"
method for all convertible instruments in the diluted earnings per share calculation and to include the effect of potential share settlement
for instruments that may be settled in cash or shares. ASU 2020-06 became effective for us beginning on January 1, 2022.

 In addition, we expect that
the shares of common stock underlying the Convertible Senior Notes will be reflected in our diluted earnings per share using the "if
converted" method, in accordance with ASU 2020-06. Under that method, diluted earnings per share would generally be calculated assuming
that all the Convertible Senior Notes were converted solely into shares of common stock at the beginning of the reporting period, unless
the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share to the
extent we are profitable in the future, and accounting standards may change in the future in a manner that may adversely affect our diluted
earnings per share.

 Furthermore, if any of the
conditions to the convertibility of the Convertible Senior Notes is satisfied, then we may be required under applicable accounting standards
to reclassify the liability carrying value of the Convertible Senior Notes as a current, rather than a long-term, liability. This reclassification
could be required even if no noteholders or holders of affiliate notes convert their notes or affiliate notes, respectively, following
the satisfaction of those conditions and could materially reduce our reported working capital.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk management and strategy

 We are in the process of implementing
various information security procedures designed to identify, assess and manage material risks from cybersecurity threats to our critical
computer networks, third party hosted services, communications systems, hardware and software, and our critical data, including intellectual
property, confidential information that is proprietary, strategic or competitive in nature.

 Our Chief Information Officer,
Chief Legal Officer, Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer help identify, assess and manage
the Company's cybersecurity threats and risks. They will identify and assess risks from cybersecurity threats by monitoring and
evaluating our threat environment using various methods including, for example manual and automated tools, subscribing to reports and
services that identify cybersecurity threats, conducting scans of the threat environment, evaluating threats reported to us, internal
and external audits, conducting threat assessments for internal and external threats, third-party threat assessments and conducting vulnerability
assessments to identify vulnerabilities.

 Depending on the environment,
we are in the process of implementing various technical, physical, and organizational measures, processes, standards and policies designed
to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: incident
response plan, incident detection, vulnerability management policy, network security controls, access controls, physical controls, systems
monitoring, vendor risk management program, employee training, penetration testing, systems monitoring.

 Our assessment and management
of material risks from cybersecurity threats will be integrated into the Company's overall risk management processes. For example,
our Information Security Management committee will evaluate material risks from cybersecurity threats against our overall business objectives
and report to the audit committee of the board of directors, which evaluates our overall enterprise risk.

 We use third-party service
providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for example,
professional services firms, including legal counsel, cybersecurity consultants, cybersecurity software providers and penetration testing
firms.

 We use third-party service
providers to perform a variety of functions throughout our business, such as application providers and hosting companies.

 For a description of the risks
from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part I. Item 1A.
Risk Factors in this Annual Report on Form 10-K, including "Any unauthorized access to or disclosure or theft of personal information
we gather, store or use could harm our reputation and subject us to claims or litigation."

 Governance

 The Audit Committee assists
our board of directors in addressing the Company's cybersecurity risk management as part of its general oversight function. The
 board of directors' Audit Committee is responsible for overseeing Company's cybersecurity risk management processes, including
oversight of mitigation of risks from cybersecurity threats. The Audit Committee regularly reviews and discusses the Company's cybersecurity
risks with management, including the Company's Chief Information Officer, General Counsel, Vice President of Human Resources and
Vice President of Operations.

 Our Vice President of Information
Technology is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company's
overall risk management strategy, and communicating key priorities to relevant personnel. The Chief Financial Officer is responsible for
approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments
and other security-related reports.

 Our cybersecurity incident
response policy is being designed to escalate certain cybersecurity incidents to members of management depending on the circumstances.
 The Company's Chief Executive Officer and Chief Information Officer work to help the Company mitigate and remediate cybersecurity
incidents of which they are notified. In addition, the Company's incident response policy will include reporting certain cybersecurity
incidents to the Audit Committee of the board of directors.

 ITEM 2. PROPERTIES

 As of December 31, 2023, our
major facilities consisted of:

 Principal Operations

 Facility

 Location

 Approximate
 square

 footage

 Ownership

 Year When
 Lease
 Term Ends

 Headquarters

 Office space

 Fremont, CA

 22,847

 Leased

 2026

 General administrative and operations

 Office space

 Orem, UT

 43,470

 Leased

 2027

 ITEM 3. LEGAL PROCEEDINGS

 The information with respect
to legal proceedings is set forth under Note 19 – Commitments and Contingencies, in the accompanying consolidated financial statements
in Part II, Item 8 of this Form 10-K, and is incorporated herein by reference.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 Complete Solaria's common
stock, par value $0.0001 per share, is traded on the Nasdaq under the symbol "SPWR."

 As of March 31, 2025, there
were approximately 140 holders of record of our common stock. Additionally, there were 194 holders of record of our warrants.

 Recent Sales of Unregistered Securities

 N/A

 Dividends

 We have never declared or
paid any cash dividend on our common stock and have no plans to pay dividends. For more information on our common stock and dividend rights,
see "Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 13. Common Stock."

 ITEM 6. RESERVED

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You should read the following
discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related
notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences
include those identified below and those discussed in the section titled "Risk Factors" included elsewhere in this Annual
Report on Form 10-K. Please also see the section titled "Special Note Regarding Forward-Looking Statements."

 Overview

 Complete Solaria was formed
in November 2022 through the merger of Complete Solar and Solaria. Founded in 2010, Complete Solar created a technology platform to offer
clean energy products to homeowners by enabling a national network of sales partners and build partners. Our sales partners generate solar
installation contracts with homeowners on our behalf. To facilitate this process, we provide the software tools, sales support and brand
identity to our sales partners, making them competitive with national providers. This turnkey solution makes it easy for anyone to sell
solar.

 We fulfill our customer contracts
by using in-house installation experts and by engaging with local construction specialists. We manage the customer experience and complete
all pre-construction activities prior to delivering build-ready projects including hardware, engineering plans, and building permits to
our builder partners. We manage and coordinate this process through our proprietary software system.

 There is substantial doubt
about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
The consolidated financial statements included in this Annual Report on Form 10-K have been prepared assuming the Company will continue to operate
as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts
and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

 Growth Strategy and Outlook

 Our growth strategy contains the following
elements:

 Increase revenue by
 expanding installation capacity and developing new geographic markets – We continue to expand our network of partners who
 will install systems resulting from sales generated by our sales partners. By leveraging this network of skilled builders in
 addition to our in-house installation experts, we aim to increase our installation capacity in our traditional markets and expand
 our offering into new geographies throughout the U.S. This will enable greater sales growth in existing markets and create new
 revenue in expansion markets.

 Increase revenue and margin by engaging national-scale sales partners – We aim to offer a turnkey solar solution to prospective sales partners with a national footprint. These include electric vehicle manufacturers, national home security providers, and real estate brokerages. We expect to create a consistent offering with a single execution process for such sales partners throughout their geographic territories. These national accounts have unique customer relationships that we believe will facilitate meaningful sales opportunities and low cost of acquisition to both increase revenue and improve margin.

 The Mergers

 We entered into an Amended
and Restated Business Combination Agreement with FACT, First Merger Sub, Second Merger Sub, and Solaria on October 3, 2022. The Merger
was consummated on July 18, 2023. Upon the terms and subject to the conditions of the Merger, (i) First Merger Sub merged with and into
Complete Solaria with Complete Solaria surviving as a wholly-owned subsidiary of FACT (the " First Merger "), (ii) immediately
thereafter and as part of the same overall transaction, Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub
surviving as a wholly-owned subsidiary of FACT (the " Second Merger "), and FACT changed its name to "Complete
Solaria, Inc." and Second Merger Sub changed its name to "CS, LLC" and (iii) immediately after the consummation of the
Second Merger and as part of the same overall transaction, Solaria merged with and into a newly formed Delaware limited liability company
and wholly-owned subsidiary of FACT and changed its name to "The SolarCA LLC" (" Third Merger Sub "), with
Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the "Additional Merger", and together with the First Merger
and the Second Merger, the " Mergers ").

 The Mergers between Complete
Solaria and FACT has been accounted for as a reverse recapitalization. Under this method of accounting, FACT is treated as the acquired
company for financial statement reporting purposes. This determination was primarily based on the Company having a majority of the voting
power of the post-combination company, the Company's senior management comprising substantially all of the senior management of
the post-combination company, and the Company's operations comprising the ongoing operations of the post-combination company. Accordingly,
for accounting purposes, the Mergers have been treated as the equivalent of a capital transaction in which Complete Solaria is issuing
stock for the net assets of FACT. The net assets of FACT have been stated at historical cost, with no goodwill or other intangible assets
recorded.

 Disposal Transaction

 In October 2023, we completed
the divestiture of our solar panel business to Maxeon (" Divestiture "), pursuant to the terms of the Disposal Agreement.
Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria, for an aggregate
purchase price of approximately $11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares. We determined that the criteria
were met for discontinued operations classification as the divestiture represented a strategic shift in our business. In connection with
the Divestiture, we recognized a loss from discontinued operations of $2.0 million and $173.4 million in the fiscal years ended December
29, 2024 and December 31, 2023, respectively. We also sold all the Maxeon shares in the year ended December 31, 2023, and recorded a $4.2
million loss on the sale of these shares in our consolidated statements of operations and comprehensive loss.

 Below we have discussed our
historical results of continuing operations, which excludes our product revenues and related metrics, as all results of operations associated
with the solar panel business have been presented as discontinued operations, unless otherwise noted.

 SunPower Acquisition Transaction

 On August 5, 2024, we entered
into the aforementioned APA among us and the SunPower Debtors which provided for the sale and purchase of certain assets relating to the
Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated by the SunPower Debtors (the "Acquired
SunPower Assets"). The sale by SunPower was approved on September 23, 2024, by the United States Bankruptcy Court for the District
of Delaware. We completed the acquisition (" Acquisition ") of the Acquired SunPower Assets ("SunPower Businesses")
effective September 30, 2024.

 Financing of the Acquisition

 Complete Solaria financed
the Acquisition by issuing 7% convertible senior notes (" September 2024 Notes ") in September 2024, which are due in
2029. The September 2024 Notes mature on July 1, 2029 and are convertible into the Company's common stock at the option of the holder
at a conversion rate of $2.14 per share. The September 2024 Notes will become immediately due and payable at the option of the holder
in the event of default and upon a qualifying change of control event.

 Key Financial Definitions/Components of Results
of Operations

 Revenue is recognized for
Residential Solar Installation and New Home Business when a customer obtains control of promised products and services and we have satisfied
our performance obligations which is the date by which substantially all of our design and installation is complete for a fully functioning
solar power system to interconnect to the local power grid.

 Installation includes the
design of a solar energy system, the delivery of the components of the solar energy system (i.e., photovoltaic system, inverter, battery
storage, etc.), installation services and services facilitating the connection of the solar energy system to the power grid. We account
for these services as inputs to a combined output, resulting in a single service-based performance obligation.

 The amount of revenue recognized
reflects the consideration which we expect to be entitled to receive in exchange for the products and services. To achieve this core principle,
we apply the following five steps:

 Step 1. Identification of the contract(s)
with a customer;

 Step 2. Identification of the performance
obligations in the contracts(s);

 Step 3. Determination of the transaction
price;

 Step 4. Allocation of the transaction
price to the performance obligations;

 Step 5. Recognition of the revenue
when, or as, we satisfy a performance obligation.

 Residential Solar Installation Revenues

 Our Residential Solar Installation
segment sells products through a network of installing and non-installing dealers and resellers, as well as our internal sales team. Our
contracts with customers include three primary contract types:

 Cash
agreements – We contract directly with homeowners who purchase the solar energy system and related services from us. Customers
are invoiced on a billing schedule, where the majority of the transaction price is due upon installation with an additional payment due
when the system passes inspection by the authority having jurisdiction.

 Financing
partner agreements – In our financing partner agreements, we contract directly with homeowners for the purchase of the solar energy
system and related services. We refer the homeowner to a financing partner to finance the system, and the homeowner makes payments directly
to the financing partner. We receive consideration from the financing partner on a billing schedule where the majority of the transaction
price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

 Power
purchase agreements and lease agreements – We contract directly with a leasing partner to perform the solar energy system installation,
and the homeowner will finance the system through a power purchase agreement (or lease), which is signed with our leasing partner. We
consider the leasing partner to be our customer, as we do not contract directly with the homeowner and the leasing partner takes ownership
of the system upon the completion of installation. We receive consideration from the leasing partner on a billing schedule where the
majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority
having jurisdiction.

 New Home Business Revenues

 Our New Homes Business sells
through a network of home builders as well as our internal sales team. Our contracts with customers include two primary contract types:

 Cash agreements – We contract directly with homebuilders
who purchase the solar energy system from us and are the customers in the transaction. Our customers are invoiced upon the completion
of installation.

 Lease agreements – Prior to the SunPower Corporation's
declaration of bankruptcy, certain homeowners had intended to lease a system from the SunPower Corporation, but were unable to consummate
the transaction (as a result of SunPower's declaration of bankruptcy). The in-process system inventory (installed on recently constructed
homes) was acquired by us in connection with the SunPower Acquisition. We contracted directly with a leasing partner to facilitate the
leasing of the system to the impacted homeowners. We consider the leasing partner to be our customer. Under the terms of our arrangement
with the leasing partner, control is not transferred to the customer until the completed system is accepted by the customer. We receive
consideration from the leasing partner following the acceptance of the system.

 Our performance obligation
for both reportable segments is to design and install a fully functioning solar energy system. For all contract types (with the exception
of New Homes Business Lease agreements), we recognize revenue over time. Our over-time revenue recognition begins when the solar power
system is fully installed (as it is at this point that control of the asset begins to be transferred to the customer and the customer
retains the significant risks and rewards of ownership of the solar power system). We recognize revenue using the input method based on
direct costs to install the system and defer the costs of installation until such time that control of the asset transfers to the customer
(installation). For New Homes Business Lease agreements, we consider the performance obligation to be satisfied at a point in time upon
acceptance of the system by the customer.

 Revenue is generally recognized
at the transaction price contained within the agreement, net of costs of financing, or other consideration paid to the customers that
is not in exchange for a distinct good or service. Our arrangements may contain clauses that can either increase or decrease the transaction
price. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probably that a
significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change.

 We record deferred revenue
for amounts invoiced that are received in advance of the provisioning of services. In certain contracts with customers, we arrange for
a third-party financing partner to provide financing to the customer. We collect upfront from the financing partner and the customer will
provide installment payments to the financing partner. We record revenue in the amount received from the financing partner, net of any
financing fees charged to the homeowner, which we consider to be a customer incentive. None of our contracts contain a significant financing
component.

 Costs to obtain and fulfill contracts

 Our costs to obtain and fulfill contracts, when recognized, associated with systems sales are expensed as sales commission and cost of
revenue, respectively. In addition, incentives we provide to our customers, such as discounts and rebates, are recorded net to the revenue
we have recognized on the solar power system.

 Cost of Revenues

 Cost of revenues is comprised
primarily of cost of material, internal labor costs, third-party subcontractors, design services, engineering personnel and employee-related
expenses associated with permitting services, associated warranty costs, freight and delivery costs, depreciation, and amortization of
internally developed software. Cost of revenues from these services is recognized when the Company transfers control of the product to
the customer, which is generally upon installation.

 Operating Expenses

 Sales Commissions

 Sales commissions are direct
and incremental costs of obtaining customer contracts. These costs are paid to internal sales teams and third-party vendors who source
residential customer contracts for the sale of solar energy systems.

 Sales and Marketing

 Sales and marketing expenses
primarily consist of personnel related costs, including salaries and employee benefits, stock-based compensation, and other promotional
and advertising expenses. We expense certain sales and marketing, including promotional expenses, as incurred.

 General and Administrative

expenses consist primarily of personnel and related expenses for employees, in our finance, research, engineering, and administrative
teams including salaries, bonuses, payroll taxes, and stock-based compensation. It also consists of legal, consulting, and professional
fees, rent expenses pertaining to our offices, business insurance costs and other costs.

 Interest Expense

 Interest expense primarily
relates to interest expense on the issuance of debt and convertible notes and the amortization of debt issuance costs.

 Other income (expense), net

 Other income (expense), net
consists of changes in the fair value of our convertible notes, the impact of debt extinguishment, troubled debt restructuring, changes
in the fair value of stock warrant liabilities and forward purchase agreements, and loss on the sale of an equity investment.

 Income Tax Expense

 Income tax expense primarily
consists of income taxes in certain foreign and state jurisdictions in which we conduct business.

 Supply Chain Constraints
and Risk

 We
rely on a small number of suppliers of solar energy systems and other equipment. If any of our suppliers was unable or unwilling to provide
us with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to us, we would have very limited alternatives
for supply, and we may not be able find suitable replacements for our customers, or at all. Such an event could materially adversely affect
our business, prospects, financial condition and results of operations.

 In
addition, the global supply chain and our industry have experienced significant disruptions in recent periods. We have seen supply chain
challenges and logistics constraints increase, including shortages of panels, inverters, batteries and associated component parts for
inverters and solar energy systems available for purchase, which materially impacted our results of operations. In an effort to mitigate
unpredictable lead times, we experienced a substantial build up in inventory on hand commencing in early 2022 in response to global supply
chain constraints. In certain cases, this has caused delays in critical equipment and inventory, longer lead times, and has resulted in
cost volatility. These shortages and delays can be attributed in part to the COVID-19 pandemic and resulting government action, as well
as broader macroeconomic conditions, and have been exacerbated by the ongoing conflicts in Ukraine and Israel. While we believe that a
majority our suppliers have secured sufficient supply to permit them to continue delivery and installations through the end of 2023, if
these shortages and delays persist into 2024, they could adversely affect the timing of when battery energy storage systems can be delivered
and installed, and when (or if) we can begin to generate revenue from those systems. If any of our suppliers of solar modules experienced
disruptions in the supply of the modules' component parts, for example semiconductor solar wafers or investors, this may decrease
production capabilities and restrict our inventory and sales. In addition, we have experienced and are experiencing varying levels of
volatility in costs of equipment and labor resulting in part from disruptions caused by general global economic conditions. While inflationary
pressures have resulted in higher costs of products, in part due to an increase in the cost of the materials and wage rates, these additional
costs have been offset by the related rise in electricity rates.

 We
cannot predict the full effects the supply chain constraints will have on our business, cash flows, liquidity, financial condition and
results of operations at this time due to numerous uncertainties. Given the dynamic nature of these circumstances on our ongoing business,
results of operations and overall financial performance, the full impact of macroeconomic factors, including the conflicts in Ukraine
and Israel, cannot be reasonably estimated at this time. In the event we are unable to mitigate the impact of delays or price volatility
in solar energy systems, raw materials, and freight, it could materially adversely affect our business, prospects, financial condition
and results of operations. For additional information on risk factors that could impact our results, please refer to " Risk Factors "
located elsewhere in this Annual Report on Form 10-K.

 Critical Accounting
Estimates

 Our
discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been
prepared in accordance with GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenue, expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe
to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other
instances, changes in the accounting estimates are reasonably likely to occur from period-to-period. Actual results could differ significantly
from our estimates. Our future financial statements will be affected to the extent that our actual results materially differ from these
estimates. For further information on all of our significant accounting policies, see Note 2 – Summary of Significant Accounting
Policies, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

 We
believe that policies associated with our revenue recognition and business combination have the greatest impact on our consolidated financial
statements. Therefore, we consider these to be our critical accounting policies and estimates.

 Revenue Recognition

 Revenue is recognized for
Residential Solar Installation and New Home Business when a customer obtains control of promised products and services and we have satisfied
our performance obligations which is the date by which substantially all of our design and installation is complete for a fully functioning
solar power system to interconnect to the local power grid.

 Installation includes the
design of a solar energy system, the delivery of the components of the solar energy system (i.e., photovoltaic system, inverter, battery
storage, etc.), installation services and services facilitating the connection of the solar energy system to the power grid. We account
for these services as inputs to a combined output, resulting in a single service-based performance obligation.

 The amount of revenue recognized
reflects the consideration which we expect to be entitled to receive in exchange for the products and services. To achieve this core principle,
we apply the following five steps:

 Step 1. Identification of the contract(s)
with a customer;

 Step 2. Identification of the performance
obligations in the contracts(s);

 Step 3. Determination of the transaction
price;

 Step 4. Allocation of the transaction
price to the performance obligations;

 Step 5. Recognition of the revenue
when, or as, we satisfy a performance obligation.

 Residential Solar Installation Revenues

 Our Residential Solar Installation
segment sells products through a network of installing and non-installing dealers and resellers, as well as our internal sales team. Our
contracts with customers include three primary contract types:

 Cash
agreements – We contract directly with homeowners who purchase the solar energy system and related services from us. Customers
are invoiced on a billing schedule, where the majority of the transaction price is due upon installation with an additional payment due
when the system passes inspection by the authority having jurisdiction.

 Financing
partner agreements – In our financing partner agreements, we contract directly with homeowners for the purchase of the solar energy
system and related services. We refer the homeowner to a financing partner to finance the system, and the homeowner makes payments directly
to the financing partner. We receive consideration from the financing partner on a billing schedule where the majority of the transaction
price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

 Power
purchase agreements and lease agreements – We contract directly with a leasing partner to perform the solar energy system installation,
and the homeowner will finance the system through a power purchase agreement (or lease), which is signed with our leasing partner. We
consider the leasing partner to be our customer, as we do not contract directly with the homeowner and the leasing partner takes ownership
of the system upon the completion of installation. We receive consideration from the leasing partner on a billing schedule where the
majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority
having jurisdiction.

 New Home Business Revenues

 Our New Homes Business sells
through a network of home builders as well as our internal sales team. Our contracts with customers include two primary contract types:

 Cash agreements – We contract directly
 with homebuilders who purchase the solar energy system from us and are the customers in the transaction. Our customers are invoiced upon
 the completion of installation.

 Lease agreements – Prior to the SunPower Corporation's declaration of bankruptcy, certain homeowners had intended to lease a system from the SunPower Corporation, but were unable to consummate the transaction (as a result of SunPower's declaration of bankruptcy). The in-process system inventory (installed on recently constructed homes) was acquired by us in connection with the SunPower Acquisition. We contracted directly with a leasing partner to facilitate the leasing of the system to the impacted homeowners. We consider the leasing partner to be our customer. Under the terms of our arrangement with the leasing partner, control is not transferred to the customer until the completed system is accepted by the customer. We receive consideration from the leasing partner following the acceptance of the system.

 Our performance obligation for both reportable segments is to design
and install a fully functioning solar energy system. For all contract types (with the exception of New Homes Business Lease agreements),
we recognize revenue over time. Our over-time revenue recognition begins when the solar power system is fully installed (as it is at this
point that control of the asset begins to be transferred to the customer and the customer retains the significant risks and rewards of
ownership of the solar power system). We recognize revenue using the input method based on direct costs to install the system and defer
the costs of installation until such time that control of the asset transfers to the customer (installation). For New Homes Business Lease
agreements, we consider the performance obligation to be satisfied at a point in time upon acceptance of the system by the customer.

 Revenue
is generally recognized at the transaction price contained within the agreement, net of costs of financing, or other consideration paid
to the customers that is not in exchange for a distinct good or service. Our arrangements may contain clauses that can either increase
or decrease the transaction price. Variable consideration is estimated at each measurement date at its most likely amount to the extent
that it is probably that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively
as such estimates change.

 We record deferred revenue
for amounts invoiced that are received in advance of the provisioning of services. In certain contracts with customers, we arrange for
a third-party financing partner to provide financing to the customer. We collect upfront from the financing partner and the customer will
provide installment payments to the financing partner. We record revenue in the amount received from the financing partner, net of any
financing fees charged to the homeowner, which we consider to be a customer incentive. None of our contracts contain a significant financing
component.

 Costs
to obtain and fulfill contracts

 Our costs to obtain and fulfill contracts, when recognized, associated with systems sales are expensed as sales commission and cost of
revenue, respectively. In addition, incentives we provide to our customers, such as discounts and rebates, are recorded net to the revenue
we have recognized on the solar power system.

 Accounting for
Business Combinations

 We
record all acquired assets and liabilities, including goodwill, and other identifiable intangible assets at fair value. The initial recording
of goodwill, other identifiable intangible assets, requires certain estimates and assumptions concerning the determination of the fair
values and useful lives. The judgments made in the context of the purchase price allocation can materially affect our future results of
operations. Accordingly, for significant acquisitions, we obtain assistance from third-party valuation specialists. The valuations calculated
from estimates are based on information available at the acquisition date. Goodwill is not amortized but is subject to annual tests for
impairment or more frequent tests if events or circumstances indicate it may be impaired. Other intangible assets are amortized over their
estimated useful lives and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying
amount.

 Recent Accounting
Pronouncements

 A
discussion of recently issued accounting standards applicable to Complete Solaria is described in Note 2 – Summary of Significant
Accounting Policies, in the accompanying notes to the consolidated financial statements.

 Results of Operations

 Fiscal year ended
December 29, 2024 ("2024") compared to year ended December 31, 2023 ("2023")

 In
this section, we discuss the results of our operations for fiscal 2024 compared to fiscal 2023. We discuss our cash flows and current
financial condition under "Liquidity and Capital Resources".

 The
following table sets forth our statements of operations data for the fiscal years ended December 29, 2024 and December 31, 2023, respectively.
We have derived this data from our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. This information
should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on
Form 10-K. The results of historical periods are not necessarily indicative of the results of operations for any future period. Within
the tables presented, percentages are calculated based on the underlying whole-dollar amounts and, therefore, may not recalculate exactly
from the rounded numbers used for disclosure purposes.

 $

 %

 2024

 2023

 $

 $

 $

 21,126

 %

 Cost of revenues (1)

 69,240

 (588

)

 (1

)

 Gross profit

 39,502

 17,788

 21,714

 Gross margin %

 %

 %

 Operating expenses:

 Sales commissions

 24,590

 (6,537

)

 (21

)

 Sales and marketing (1)

 6,827

 6,920

 (93

)

 (1

)

 General and administrative (1)

 76,594

 44,495

 Total operating expenses

 108,011

 70,146

 37,865

 Loss from continuing operations

 (68,509

)

 (52,358

)

 (16,151

)

 Interest expense (2)

 (16,223

)

 (14,033

)

 (2,190

)

 Interest income

 (17

)

 (47

)

 Other income (expense), net (3)

 7,932

 (29,862

)

 37,794

 (127

)

 Gain on troubled debt restructuring (4)

 22,337

 —

 22,337

 *

 Loss from continuing operations before taxes

 (54,444

)

 (96,217

)

 41,773

 (43

)

 Income tax benefit (provision)

 —

 (20

)

 (100

)

 Net loss from continuing operations

 $

 (54,444

)

 $

 (96,197

)

 $

 41,753

 (43

)

 (1)
 Includes stock-based compensation expense. See table below.

 (2)
 Includes interest expense to related parties of $7.6 million and $0.4
million during the fiscal years ended December 29, 2024, and December 31, 2023, respectively.

 (3)

 Other income (expense), net, in the fiscal
year ended December 29, 2024, includes the following related party transactions; (i) $0.7 million of expense in connection with the conversion
of SAFE Agreements into shares of common stock and the change in the fair value of SAFE Agreements, (ii) $3.0 million of expense in connection
with the loss on issuance of a derivative liability and $0.3 million of income due to the change in the value of derivative liabilities,
and (iii) $0.1 million of income in connection with the change in the fair value of forward purchase agreements.

 Other income (expense), net in the fiscal year
 ended December 31, 2023, includes the following related party transaction; $0.7 million of expense for bonus shares issued in connection
 with the Mergers; $0.4 million of forward purchase agreements entered into and $9.1 million of change in the fair value of the forward
 purchase agreements; and $30.7 million of expense for shares issued in connection with the forward purchase agreements

 (4)

 Gain includes $12.5 million with a related party in the fiscal year
ended December 29, 2024.

 *

 Percentage change not meaningful.

 Includes stock-based
compensation expense as follows (in thousands):

 2024

 2023

 $

 $

 2,312

 2,252

 Total stock-based compensation expense

 $

 3,067

 $

 2,823

 We disaggregate our revenues
based on the following operating segments (in thousands):

 $

 %

 2024

 2023

 Residential Solar Installation

 $
 67,460

 $

 $
 (20,156
)

 (23
)%

 41,282

 —

 41,282

 Total revenue

 $

 $

 $
 21,126

 Total revenues increased by
$21.1 million or 24%, during 2024 compared to 2023. This increase includes $84.6 million in revenue generated from the SunPower acquisition,
partially offset by a decrease in legacy solar energy system installation of $61.0 million or 70% when compared to the previous year.
The decrease in Residential Solar Installation during 2024 is primarily a result of decreased demand for solar energy systems due to the
net energy metering program ("NEM 3.0") that went live in California in April 2023, an overall softening in the industry due
to reduced economic outlook in key markets, and rising interest rates.

 The decrease in software enhanced
services during 2024 was the result of a shift in focus towards solar energy installations.

 Cost of Revenues

 $

 %

 2024

 2023

 $
 45,266

 $

 $
 (24,562
)

 (35
)%

 23,974

 —

 23,974

 Total cost of revenues

 $
 69,240

 $

 $
 (588
)

 (1
)

 Gross Margin

 Total gross margin

 %

 %

 Total
costs of revenues decreased by $0.5 million, during 2024 compared to 2023. This decrease includes $49.0 million in cost of revenue generated
from the SunPower acquisition partially offset by a $49.5 million or 1% decrease in costs attributable to decrease in legacy solar energy
systems revenues

 Gross Margin

 Gross margin increased from
20% for the fiscal year ended December 31, 2023 to 36% for the fiscal year ended December 29, 2024. The increase in gross margin is primarily
attributed to the SunPower acquisition. New Homes Business has a higher gross margin because the systems are integrated into new builds
whereas solar system installations require retrofitting that may require additional labor and costly renovations for optimal roof orientation
and proper installation.

 Sales Commissions

 $

 %

 2024

 2023

 $
 23,388

 $

 $
 (7,739
)

 (25
)%

 1,202

 —

 1,202

 Sales Commission

 $
 24,590

 $

 $
 (6,537
)

 (21
)

 The decrease in Residential
Solar Installations commissions during 2024 compared to 2023 is attributed to a decrease in sales in solar system installation revenue
and overall decrease in customer acquisition costs.

 Sales and Marketing

 $

 %

 2024

 2023

 $
 6,827

 $
 6,920

 $
 (93
)

 (1
)%

 —

 —

 —

 —

 Sales & Marketing

 $
 6,827

 $
 6,920

 $
 (93
)

 (1
)

 Residential Solar Installation
expense decreased in 2024 compared to 2023 due to the decrease in revenues and a reduction in incentives and rebates for the solar energy
system installations.

 General and Administrative

 $

 %

 2024

 2023

 $
 73,362

 $

 $
 41,263

 %

 3,232

 —

 3,232

 Sales & Marketing

 $
 76,594

 $

 $
 44,495

 The increase in general and administrative costs during 2024 compared
to 2023 was primarily attributed to transformation costs as it relates to the SunPower acquisition. Increases in contractors, professional
services such as legal, accounting and other outside services costs of $14.0 million related to the acquisition, payroll of $10.4 million,
bad debt expense of $10.0 million, and overall one-time costs of $13.3 million of integrating the companies include consultants to identify
areas of automation and operational synergies, software implementation, and data migration.

 Interest Expense

 Interest
expense for the fiscal year ended December 29, 2024 increased $2.2 million or 16%, compared to the fiscal year ended December 31,
2023. The increase was primarily attributed to debt restructuring that was completed during the third quarter of fiscal 2024.

 Other Income (Expense), Net

 Other income (expense), net was $7.9 million for the fiscal year ended
December 29, 2024. The expenses consisted primarily of and increased due to $34.0 million gain on remeasurement of derivative liability,
and $6.5 million due to the change in fair value of warrant liability, warrants, forward purchase agreement liabilities and SAFE Agreement.
The increase is offset by $24.7 million loss on issuance of a derivative liability, $1.3 million change in the fair value of FACT public,
private placement and working capital warrants, $1.3 million loss on conversion of SAFE agreements to common stock with a related party
and $3.8 million in other financing costs.

 Other
income (expense), net was $29.9 million for the fiscal year ended December 31, 2023. The expenses consisted primarily of $35.4 million
in other expense related to the issuance of common stock in connection with the FPAs, the loss on extinguishment of debt in CS Solis of
$10.3 million, the loss on sale of Maxeon equity securities of $4.2 million, $3.9 million in other expense associated with the change
in fair value of FPAs, $2.4 million for the issuance of bonus shares in connection with the Mergers, $3.0 million relating to expenses
relating to disposed operations and other expenses of $0.4 million. These expenses were offset by $29.3 million related to the change
in fair value of our warrant liabilities.

 Net Loss from Continuing Operations

 As
a result of the factors discussed above, our net loss from continuing operations for the fiscal year ended December 29, 2024, was $54.4
million a decrease of $41.8 million, as compared to a net loss from continuing operations of $96.2 million for the fiscal year ended December
31, 2023.

 Liquidity and Capital Resources

 Since inception, we have incurred losses and negative cash flows from
operations. We incurred net losses of $56.5 million and $269.6 million, during the fiscal years ended December 29, 2024, and December
31, 2023, respectively, and had an accumulated deficit of $411.4 million and current debt of $1.5 million as of December 29, 2024. We
had cash and cash equivalents of $13.4 million as of December 29, 2024, which were held for working capital expenditures. We believe our
operating losses and negative operating cash flows will continue into the foreseeable future. We have financed our operations primarily
through sales of equity securities, the issuance of convertible notes and cash generated from operations. Our cash equivalents are on
deposit with major financial institutions. Our cash position raises substantial doubt regarding our ability to continue as a going concern
for 12 months following the issuance of the consolidated financial statements.

 We will receive the proceeds from any cash exercise of any warrants.
The aggregate amount of proceeds could be up to $257.3 million if all the warrants are exercised for cash. However, to the extent the
warrants are exercised on a "cashless basis," the amount of cash we would receive from the exercise of the warrants will decrease.
The Private Warrants and Working Capital Warrants may be exercised for cash or on a "cashless basis." The Public Warrants
and the Mergers Warrants may only be exercised for cash provided there is then an effective registration statement registering the shares
of common stock issuable upon the exercise of such warrants. If there is not a then-effective registration statement, then such warrants
may be exercised on a "cashless basis," pursuant to an available exemption from registration under the Securities Act. We
expect to use any such proceeds for general corporate and working capital purposes, which would increase our liquidity. As of April 28,
2025, the price of our common stock was $2.05 per share. The weighted average exercise price of the warrants was $8.12 as of December
29, 2024. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that
we would receive, is dependent upon the market price of our common stock. If the market price for our common stock remains less than the
exercise price, we believe warrant holders will be unlikely to exercise. In which case we will not receive any proceeds from the cash
exercise of the warrants.

 Debt Financings

 In July 2024 we issued $46.0
million of 12% senior unsecured convertible notes. Of this issuance, $28.0 million was for cash and $18.0 million was in an exchange of
existing debt on our consolidated balance sheet. Also during 2024, we issued $79.8 million of 7% senior unsecured convertible notes for
cash.

 12% Unsecured Convertible Senior Notes

 In July 2024, we issued $46.0
million of senior unsecured convertible notes ("July 2024 Notes") to various lenders. Including in connection with the exchange
agreement transactions summarized below. Of the July 2024 Notes, $18.0 million were issued in exchange for the cancellation of indebtedness
as discussed below, which amount included $10.0 million issued to a strategic investor identified by us as a related party. The July 2024
Notes also included $18.0 million issued to a related party affiliated with the Company's CEO, Rodgers Massey Revocable Living Trust.
The July 2024 Notes bear interest at 12% per annum and mature on July 1, 2029. The interest rate increases by 3% in the event of default.
The July 2024 Notes are convertible into shares of our common stock at the option of the holder at a conversion rate and initially equal
to 595.2381 shares of common stock per $1,000 principal amount of the July notes. The July 2024 Notes may be declared due and payable
at the option of the holder upon event of default and upon a qualifying change of control event.

 7% Unsecured Convertible Senior Notes

 In September 2024, we
issued $66.8 million of senior unsecured convertible notes to various lenders (the "September 2024 Notes"), $8.0 million of
which were issued to a related party. In December 2024, we issued additional September 2024 Notes for cash proceeds of $13.0 million.
The September 2024 Notes bear interest at 7% per annum and mature on July 1, 2029. The September 2024 Notes are initially convertible
into 467.8363 shares of common stock per $1,000 principal amount of September 2024 Notes. The September 2024 Notes may be declared due
and payable at the option of the holder upon an event of default and upon a qualifying change of control event.

 Exchange Agreement

 On July 1, 2024, we entered into an Exchange Agreement
(the "Exchange Agreement") with CSEF Holdings, LLC and its affiliates ("Carlyle") and Kline Hill (as defined below)
providing for:

 (i)

 the cancellation of all indebtedness, inclusive of the CS Solis Debt, owed to Carlyle by the Company, termination of all debt instruments by and between the Company and Carlyle (through the transfer of Carlyle's interest in CS Solis, LLC, to the Company), and the satisfaction of all obligations owed to Carlyle by the Company under the terminated debt instruments;

 (ii)

 the issuance of a note for the principal amount of $10.0 million to Carlyle as part of the July 2024 Notes;

 (iii)

 the cancellation of all indebtedness owed to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline Hill Partners Opportunity IV SPV, LLC (collectively "Kline Hill"). by the Company, termination of all debt instruments by and between the Company and Kline Hill, including the 2018 Bridge Notes, the revolving loan and the secured credit facility, and the satisfaction of all obligations owed to Kline Hill by the Company under the terminated debt instruments;

 (iv)

 the issuance of a note for the principal amount of $8.0 million to Kline Hill as part of the July 2024 Notes; and

 (v)

 the issuance of 1,500,000 shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") to Kline Hill (the "Shares")

 As a result of the Exchange Agreement, we settled
our obligations relating to (i) 2018 Bridge Notes issued in 2018 which bore interest at 8% per annum, (ii) $3.7 million of the Revolving
Loan entered into in 2020 which bore interest at the greater of 7.75% or Prime plus 4.5%; (iii) a Secured Credit Facility entered into
in December 2022 which required the Company to repay amounts borrowed based upon a multiplier of 1.15 if repaid within 75 days and 1.175
if repaid after 75 days; and (iv) debt with CS Solis, an investment by Carlyle. The cancellation of existing indebtedness of these obligations
in the Exchange Agreement aggregated to $65.9 million.

 The Revolving Loan has a remaining outstanding
balance of $1.5 million as of December 29, 2024 due to the Rodgers Massey Revocable Living Trust, a related party.

 Polar Settlement Agreement

 In September 2023, in connection with the Mergers,
we entered into a settlement and release agreement with Polar Multi-Strategy Master Fund ("Polar") for the settlement of a
working capital loan that had been made by Polar to the Sponsor, prior to the closing of the Mergers. The settlement agreement required
us to pay Polar $0.5 million in ten equal monthly installments and did not accrue interest. The balance outstanding was $0.3 million as
of December 31, 2023. The remaining balance owed to Polar was paid in full in 2024.

 Forward Purchase Agreements

 In
July 2023, FACT and Legacy Complete Solaria, Inc. entered into FPAs with each of (i) Meteora (ii) Polar, and (iii) Sandia (each
individually, a "Seller", and together, the "FPA Sellers").

 Pursuant
to the terms of the FPAs, the FPA Sellers may purchase through a broker in the open market, from holders of Shares other than the Company
or affiliates thereof, FACT's ordinary shares, par value of $0.0001 per share, (the "Shares"). While the FPA Sellers
have no obligation to purchase any Shares under the FPAs, the aggregate total Shares that may be purchased under the FPAs shall be no
more than 6,720,000 in aggregate. The FPA Sellers may not beneficially own greater than 9.9% of issued and outstanding Shares
following the Mergers as per the Amended and Restated Business Combination Agreement.

 The key terms of the
forward contracts are as follows:

 The
FPA Sellers can terminate the transaction following the Optional Early Termination ("OET") Date which shall specify the quantity
by which the number of shares is to be reduced (such quantity, the "Terminated Shares"). Seller shall terminate the transaction
in respect of any shares sold on or prior to the maturity date. The counterparty is entitled to an amount from the seller equal to the
number of terminated shares multiplied by a reset price. The reset price is initially $10.56 (the "Initial Price") and is
subject to a $5.00 floor.

 The
FPAs contains multiple settlement outcomes. Per the terms of the agreements, the FPAs will (1) settle in cash in the event the Company
is due cash upon settlement from the FPA Sellers or (2) settle in either cash or shares, at the discretion of the Company, should the
settlement amount adjustment exceed the settlement amount. Should the Company elect to settle via shares, the equity will be issued in
Complete Solaria Common Stock, with a per share price based on the volume-weighted average price ("VWAP") Price over 15 scheduled
trading days. The magnitude of the settlement is based on the Settlement Amount, an amount equal to the product of: (1) Number of shares
issued to the FPA Seller pursuant to the FPA, less the number of Terminated Shares multiplied by (2) the VWAP Price over the valuation
period. The Settlement amount will be reduced by the Settlement Adjustment, an amount equal to the product of (1) Number of shares in
the Pricing Date Notice, less the number of Terminated Shares multiplied by $2.00.

 The
Settlement occurs as of the Valuation Date, which is the earlier to occur of (a) the date that is two years after the date of the Closing
Date of the Mergers (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller's discretion
(which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of certain triggering events;
and (c) 90 days after delivery by the Counterparty of a written notice in the event that for any 20 trading days during a 30 consecutive
trading day-period (the "Measurement Period") that occurs at least 6 months after the Closing Date, the VWAP Price is less
than the then applicable Reset Price.

 We
entered into four separate FPAs, three of which, associated with the obligation to issue 6,300,000 Shares, were entered into prior to
the closing of the Mergers. Upon signing the FPAs, we incurred an obligation to issue a fixed number of shares to the FPA Sellers contingent
upon the closing of the Mergers in addition to the terms and conditions associated with the settlement of the FPAs.

 On
December 18, 2023, we and the FPA Sellers entered into separate amendments to the FPA (the "Amendments"). The Amendments lowered
the reset floor price of each FPA from $5.00 to $3.00 and allow us to raise up to $10.0 million of equity from existing stockholders without
triggering certain anti-dilution provisions contained in the FPA; provided, the insiders pay a price per share for their initial investment
equal to the closing price per share as quoted on the Nasdaq on the day of purchase; provided, further, that any subsequent investments
are made at a price per share equal to the greater of (a) the closing price per share as quoted by Nasdaq on the day of the purchase or
(b) the amount paid in connection with the initial investment.

 On
May 7 and 8, 2024, respectively, we entered into and executed separate amendments to the FPAs (collectively the "Second Amendments")
with Sandia (the "Sandia Second Amendment") and Polar (the "Polar Second Amendment"). The Second Amendments lowered
the reset price of each FPA from $3.00 to $1.00 per share and amended the VWAP Trigger Event provision to read as " After
December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below
$1.00 per Share". The Sandia Second Amendment is not effective until we execute similar amendments with both Polar and Meteora.

 On
June 14, 2024, we entered into and executed an amendment to the FPA with Sandia (the "Sandia Third Amendment"). The Sandia
Third Amendment set the reset price of each FPA to $1.00 per share and amended the VWAP Trigger Event provision to read as "After
December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below
$1.00 per Share."

 On
July 17, 2024, we entered into an amendment to the FPA with Polar pursuant to which we and Polar agreed that Section 2 (Most Favored Nation)
of the FPA is applicable to all 2,450,000 shares subject to the FPA.

 Simple Agreement for Future Equity ("SAFE")
Agreements

 First SAFE

 On
January 31, 2024, we entered into a SAFE ("First SAFE") with the Rodgers Massey Freedom and Free Markets Charitable
Trust (the "Purchaser") in connection with the Purchaser investing $1.5 million in the Company. The First SAFE is
convertible into shares of our common stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction or
series of transactions with the principal purpose of raising capital, pursuant to which we issue and sell common stock at a fixed
valuation (an "Equity Financing"), at a per share conversion price which is equal to the lower of (i) (a) $53.54 million
divided by (b) our capitalization immediately prior to such Equity Financing (such conversion price, the "SAFE Price"),
and (ii) 80% of the price per share of our common stock sold in the Equity Financing. If we consummate a change of control prior to
the termination of the First SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such
liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of shares of our common stock
equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) our capitalization immediately prior to such liquidity
event (the "Liquidity Price"), subject to certain adjustments as set forth in the First SAFE. The First SAFE was
convertible into a maximum of 1,431,297 shares of our common stock, assuming a per share conversion price of $1.05, which is the
product of (i) $1.31, the closing price of our common stock on January 31, 2024, multiplied by (ii) 80%.

 On April 21, 2024, we entered into an amendment ("First SAFE
Amendment") that converted the First SAFE investment of $1.5 million into 4,166,667 shares of our common stock based on a conversion
price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price of our common stock
on April 19, 2024, multiplied by (ii) 80%. Upon conversion, we recorded a debit to SAFE Agreement of $1.5 million, a credit to Additional
paid-in-capital of $1.9 million and recognized expense of $0.4 million within Other income (expense), net in our consolidated statement
of operations for the fiscal year ended December 29, 2024.

 Second SAFE

 On
February 15, 2024, we entered into a second SAFE (the "Second SAFE") with the Purchaser, in connection with the Purchaser
investing $3.5 million in the Company. The Second SAFE did not accrue interest. The Second SAFE was initially convertible into shares
of our common stock upon the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i)
the Second SAFE Price, and (ii) 80% of the price per share of our common stock sold in the Equity Financing. If we consummated a change
of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal
to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of our common stock equal to $3.5 million divided
by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible into a maximum
of 3,707,627 shares of our common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing
per share price of our common stock on February 15, 2024, (ii) 80%.

 On April 21, 2024, we entered into an amendment ("Second SAFE
Amendment") that converted the Second SAFE investment of $3.5 million into 9,722,222 shares of our common stock based on a conversion
price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price of our common stock
on April 19, 2024, multiplied by (ii) 80%. Upon conversion, we recorded a debit to SAFE Agreement of $3.5 million, a credit to Additional
paid-in-capital of $4.4 million and recognized expense of $0.9 million within Other income (expense), net in our consolidated statement
of operations for the fiscal year ended December 29, 2024.

 Third SAFE

 On
May 13, 2024, we entered into a third SAFE (the "Third SAFE") with the Purchaser, in connection with the Purchaser investing
$1.0 million in the Company. The Third SAFE is convertible into shares of our common stock upon the initial closing of a bona fide transaction
or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its
common stock in an Equity Financing, at a per share conversion price which is equal to 50% of the price per share of our common stock
sold in the Equity Financing. If we consummate a change of control prior to the termination of the Third SAFE, the Purchaser will be automatically
entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as set forth
in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of our common stock, assuming a per share conversion
price of $0.275, which is the product of (i) $0.55, the closing price of our common stock on May 13, 2024, multiplied by (ii) 50%. Given
that the SAFE could be settled in cash or a variable number of shares, we have accounted for the instrument as a liability at its fair
value.

 As
of December 29, 2024, we estimated the fair value of the Third SAFE at $0.4 million based upon the assumptions disclosed in Note
5 – Fair Value Measurements to our consolidated financial statements.

 Cash Flows for the Fiscal Years Ended December
29, 2024 and December 31, 2023

 The following table summarizes
Complete Solaria's cash flows from operating, investing, and financing activities for the fiscal years ended (in thousands):

 2024

 2023

 Net cash used in operating activities from continuing operations

 $
 (54,662
)

 $
 (58,802
)

 Net cash provided by investing activities from continuing operations

 (54,657
)

 6,171

 Net cash provided by financing activities from continuing operations

 120,100

 50,425

 Net increase in cash, cash equivalents and restricted cash from discontinued operations

 —

 Net increase (decrease) in cash, cash equivalents and restricted cash

 10,803

 (1,900
)

 Cash Flows from Operating Activities

 Net cash used in operating activities from continuing operations of
$54.6 million for the fiscal year ended December 29, 2024 was primarily due to the net loss from continuing operations, net of tax of
$54.4 million and net cash outflows of $6.6 million from changes in our operating assets and liabilities which was partially offset by
non-cash adjustments of $6.4 million. Non-cash charges primarily consisted of $24.7 million for loss on issuance of derivative liability,
$9.1 million provision for credit losses, $5.8 million of amortization of debt issuance costs, $9.2 million of non-cash expense in connection
with warrants issued for vendor services, $3.1 million of stock-based compensation expense, $3.9 million accretion of debt in CS Solis,
$3.8 million for asset impairment and disposals, $2.7 million for depreciation and amortization, $1.8 million for non-cash interest expense,
$0.8 million for lease expense, and $1.3 million for loss on conversion of SAFE Agreements to shares of common stock, and $0.4 million
of other financing costs, partially offset by a decrease of $34.0 million for the change in fair value of derivative liabilities, $22.3
gain on troubled debt restructuring, $2.9 million change in fair value of warrant liabilities, and $1.0 million change due to fair value
adjustments. The main drivers of net cash outflows derived from the changes in operating assets and liabilities were related to an increase
in contract assets of $21.5 million, a $10.4 million decrease in accounts payable, a $0.8 million decrease in operating lease liabilities,
and a $0.2 million increase in prepaid expenses and other current assets, partially offset by an $8.7 million decrease in inventories,
a $3.3 million decrease in accounts receivable, a $14.1 million increase in accrued expenses and $0.2 million of other.

 Net cash used in operating
activities from continuing operations of $58.8 million for the fiscal year ended December 31, 2023 was primarily due to the net loss from
continuing operations, net of tax of $96.2 million and net cash outflows of $17.4 million from changes in our operating assets and liabilities,
adjusted for non-cash charges of $54.1 million. Non-cash charges primarily consisted of $35.5 million for the issuance of common stock
in connection with FPAs, $10.3 million loss on CS Solis debt extinguishment, $4.2 million loss on sale of equity securities, $3.9 million
change in fair value of FPAs, $4.3 million change in allowance for credit losses, $4.9 million of interest expense, $6.6 million accretion
of long-term debt in CS Solis, $2.4 million related to the issuance of bonus common stock shares in connection with the Mergers, $3.4
million of stock-based compensation expense, and $6.1 million change in reserve for excess and obsolete inventory, $0.9 million in lease
expense and $0.9 million in depreciation and amortization, partially offset by a decrease in the fair value of warrant liabilities of
$29.3 million. The main drivers of net cash outflows derived from the changes in operating assets and liabilities were related to an increase
in accounts receivable, net of $12.1 million, an increase in prepaid expenses and other current assets of $4.2 million, a decrease in
deferred revenue of $1.7 million, a decrease in accrued expenses and other liabilities of $3.3 million and a decrease in operating lease
liabilities of $0.6 million, partially offset a decrease in inventory of $1.5 million, an increase in accounts payable of $2.3 million,
and a decrease in other noncurrent assets of $1.1 million.

 Cash Flows from Investing Activities

 Net cash used by investing activities of $54.7 million for the fiscal
year ended December 29, 2024 was primarily due to the acquisition of SunPower of $53.5 million and $1.2 million in capital expenditures.

 Net cash provided by investing
activities of $6.2 million for the fiscal year ended December 31, 2023 was primarily due to sale of an investment.

 Cash Flows from Financing Activities

 Net cash provided by financing
activities of $120.1 million for the fiscal year ended December 29, 2024 was primarily due to proceeds from the issuance of convertible
notes, net of $107.7 million, proceeds from SAFE agreements of $6.0 million, proceeds from the issuance of common stock of $6.7 million
and proceeds from the exercise of common stock options of $0.5 million. The proceeds were partially offset by finance lease payments and
the payment of a note aggregating $0.8 million.

 Net cash provided by financing
activities of $50.4 million for the fiscal year ended December 31, 2023 was primarily due to total proceeds from the issuance of convertible
notes, net of $21.3 million, total proceeds from the Mergers and PIPE Financing of $19.8 million, and proceeds from the issuance of notes
payable, net of $14.1 million, partially offset by the repayment of notes payable of $9.8 million.

 Emerging Growth Company
Status

 Section 102(b)(1) of the Jumpstart
Our Business Startups Act of 2012, or the JOBS Act, exempts emerging growth companies from being required to comply with new or revised
financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the
requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition
period is irrevocable.

 Complete Solaria is an "emerging
growth company" as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended
transition period for new or revised financial accounting standards. Following the closing of the Mergers, our Post-Combination Company
remains an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of common stock
that is held by non-affiliates exceeds $700 million as of the end of that year's second fiscal quarter, (ii) the last
day of the fiscal year in which we has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation),
(iii) the date on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year period, or (iv)
the last day of the fiscal year ending after the fifth anniversary of our IPO. Complete Solaria expects to continue to take advantage of the benefits of the extended transition period, although
it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult
or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth
company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of
the potential differences in accounting standards used.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 We
are exposed to certain market risks in the ordinary course of our business. The Company monitors and manages these financial exposures
as an integral part of its overall risk management program.

 Interest Rate Risk

 We
do not have significant exposure to interest rate risk that could affect the balance sheet, statement of operations, and the statement
of cash flows, as we do not have any outstanding variable rate debt as of December 29, 2024.

 Concentrations
of Credit Risk and Major Customers

 Our
customer base consists primarily of residential homeowners. We do not require collateral on our accounts receivable. Further, our accounts
receivable are with individual homeowners and we are exposed to normal industry credit risks. We continually evaluate our reserves for
potential credit losses and establish reserves for such losses.

 As of December 29, 2024 no customer accounted for more than 10% of
total accounts receivable, net, and at December 31, 2023, one customer accounted for 10% or more of the total accounts receivable.

 For the fiscal years ended December 29, 2024 and December 31, 2023,
three customers and one customer represented 36% and 55% of gross revenues, respectively, all from the Residential Solar Installation
reportable segment.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID 243)

 Report of Independent Registered Public Accounting Firm (PCAOB ID 34)

 Consolidated Balance Sheets as of December 29, 2024 and December 31, 2023

 Consolidated Statements of Operations and Comprehensive Loss for the Fiscal Years Ended December 29, 2024 and December 31, 2023

 Consolidated Statements of Stockholders' Deficit for the Fiscal Years Ended December 29, 2024 and December 31, 2023

 Consolidated Statements of Cash Flows for the for the Fiscal Years Ended December 29, 2024 and December 31, 2023

 Notes to Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 Shareholders and Board of Directors

 Complete Solaria, Inc.

 Fremont, California

 Opinion on the Consolidated
Financial Statements

 We have audited the accompanying
consolidated balance sheet of Complete Solaria, Inc. (the "Company") as of December 29, 2024, the related consolidated statements
of operations and comprehensive loss, stockholders' deficit, and cash flows for the fiscal year then ended, and the related notes
collectively referred to as the "consolidated financial statements." In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at December 29, 2024, and the results of its operations
and its cash flows for the fiscal year then ended, in conformity with accounting principles generally accepted in the United States
of America.

 Going Concern Uncertainty

 The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company has suffered recurring losses, and has negative cash flows that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /s/ BDO USA, P.C.

 We have served as the Company's auditor since
2024.

 Atlanta, Georgia

 F- 2

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the shareholders and the Board of Directors
of Complete Solaria, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of Complete Solaria, Inc. and subsidiaries (the "Company") as of December 31, 2023, the related consolidated
statements of operations and comprehensive loss, stockholders' deficit, and cash flows, for the period ended December 31, 2023,
and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and
its cash flows for the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States
of America.

 Change in Accounting Principle

 As discussed in Notes 2 and 22 to the financial
statements, the accompanying 2023 financial statements have been retrospectively adjusted for the adoption of Accounting Standards Update
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1(c) to the consolidated financial
statements, the Company has recurring net losses, accumulated deficit, negative cash outflows from operations and current debt outstanding
that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also
described in Note 1(c). The consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Deloitte & Touche LLP

 San Francisco, California

 April 1, 2024 (April 30, 2025, as to the effects
of the Company's adoption of ASU 2023-07, Segment Reporting, as described in Notes 2 and 22).

 We began serving as the Company's auditor in 2022.
In 2024 we became the predecessor auditor.

 F- 3

 Consolidated Balance Sheets

 ( in thousands, except share and per share
amounts)

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 13,378

 $
 2,593

 Accounts receivable, net

 25,842

 26,281

 Inventories

 22,110

 3,058

 Prepaid expenses and other current assets

 8,206

 5,817

 Contract assets, current portion

 26,066

 —

 Total current assets

 95,602

 37,749

 Restricted cash

 3,841

 3,823

 Property and equipment, net

 5,493

 4,317

 Operating lease right-of-use assets

 3,041

 1,235

 Other noncurrent assets

 Goodwill

 18,476

 —

 Intangible assets, net

 17,385

 —

 Total assets

 $
 144,466

 $
 47,322

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 7,980

 $
 13,122

 Accrued expenses and other current liabilities

 56,081

 27,870

 Notes payable to related parties

 1,500

 —

 Notes payable, net

 —

 28,657

 Contract liabilities

 10,003

 2,423

 SAFE Agreement with related party

 —

 Debt with CS Solis

 —

 33,280

 Forward purchase agreement liabilities with related parties

 1,274

 3,232

 Forward purchase agreement liabilities

 2,220

 Total current liabilities

 79,442

 109,183

 Warranty provision, noncurrent

 3,437

 3,416

 Warrant liability

 1,561

 9,817

 Contract liabilities, noncurrent

 1,055

 Notes payable and derivative liabilities, net of current portion

 92,638

 —

 Notes payable and derivative liabilities with related parties

 53,193

 —

 Other long-term liabilities

 8,553

 —

 Operating lease liabilities, net of current portion

 2,263

 Total liabilities

 242,005

 124,135

 Commitments and contingencies (Note 19)

 Stockholders' (deficit):

 Common stock, $ 0.0001 par value; Authorized 1,000,000,000 and 60,000,000 shares as of December 29, 2024 and December 31, 2023, respectively; issued and outstanding 73,784,645 and 49,065,361 shares as of December 29, 2024 and December 31, 2023, respectively

 Additional paid-in capital

 313,661

 277,965

 Accumulated other comprehensive loss

 Accumulated deficit

 ( 411,379
)

 ( 354,928
)

 Total stockholders' (deficit)

 ( 97,539
)

 ( 76,813
)

 Total liabilities and stockholders' equity

 $
 144,466

 $
 47,322

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

 Consolidated Statements of Operations and Comprehensive
Loss

 ( in thousands, except share and per share
amounts)

 2024

 2023

 $

 $

 69,240

 Gross profit

 39,502

 17,788

 Operating expenses:

 Sales commissions

 24,590

 6,827

 6,920

 76,594

 Total operating expenses

 108,011

 70,146

 Loss from continuing operations

 ( 68,509
)

 ( 52,358
)

 Interest expense (1)

 ( 16,223
)

 ( 14,033
)

 Interest income

 Other income (expense), net (2)

 7,932

 ( 29,862
)

 Gain on troubled debt restructuring (3)

 22,337

 —

 Total Other expense

 14,065

 ( 43,859
)

 Loss from continuing operations before income taxes

)

 ( 96,217
)

 Income tax benefit (provision)

 —

 Net loss from continuing operations

)

 ( 96,197
)

 Loss from discontinued operations, net of taxes

)

 ( 25,853
)

 Impairment loss from discontinued operations

 —

 ( 147,505
)

 Net loss from discontinued operations, net of taxes

)

 ( 173,358
)

)

)

 Other Comprehensive income:

 Foreign currency translation adjustment

 —

 Comprehensive loss (net of tax)

 $
)

 $
 ( 269,439
)

 Net loss from continuing operations per share attributable to common stockholders, basic

 $
 ( 0.82
)

 $
 ( 3.89
)

 Net loss from discontinued operations per share attributable to common stockholders, basic

 ( 0.03
)

 ( 1.05
)

 Net loss per share attributable to common stockholders, basic

 $
 ( 0.85
)

 $
 ( 4.94
)

 Weighted-average shares used to compute net loss per share attributable to common stockholders, basic

 66,655,837

 24,723,370

 Net loss from continuing operations per share attributable to common stockholders, diluted

 $
 ( 1.19
)

 $
 ( 3.89
)

 Net loss from discontinued operations per share attributable to common stockholders, diluted

 ( 0.03
)

 ( 1.05
)

 Net loss per share attributable to common stockholders, diluted

 $
 ( 1.22
)

 $
 ( 4.94
)

 Weighted-average shares used to compute net loss per share attributable to common stockholders', basic and diluted

 75,793,548

 24,723,370

 (1)
 Includes interest expense to related parties of $7.6 million and $0.4
million during the fiscal years ended December 29, 2024 and December 31, 2023, respectively. Refer to Note 15 – Borrowings and Derivative
Liabilities for details.

 (2)
 Other income (expense), net in the fiscal year ended December 29, 2024
includes the following related party transactions; (i) $0.7 million of expense in connection with the conversion of SAFE Agreements into
shares of common stock and the change in the fair value of SAFE Agreements (defined in the notes to the consolidated financial statements),
(ii) $3.0 million of expense in connection with the loss on issuance of a derivative liability and $0.3 million of income due to the change
in the value of derivative liabilities, and (iii) income of $0.1 million of expense in connection with the change in the fair value of
forward purchase agreements.

 Other income (expense), net in the fiscal year ended December 31, 2023, includes the following related party transaction; $0.7 million of expense for bonus shares issued in connection with the Mergers; $0.4 million of forward purchase agreements entered into and $9.1 million of change in the fair value of the forward purchase agreements; and $30.7 million of expense for shares issued in connection with the forward purchase agreements.

 (3)
 Gain includes $12.5 million with a related party in the fiscal year ended December 29, 2024. Refer to Note 15 – Borrowings and Derivative Liabilities for details.

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

 COMPLETE
SOLARIA, INC.

 Consolidated
Statements of Stockholders' Deficit

 ( in
thousands, except number of shares)

 Accumulated

 Total

 Additional

 Other

 Stockholders'

 Common Stock

 Paid-in-

 Accumulated

 Comprehensive

 Equity

 Shares

 Amount

 Capital

 Deficit

 Income

 (Deficit)

 Balance as of January 1, 2023

 19,932,429

 $

 $
 190,624

 $
 ( 85,373
)

 $

 $
 105,281

 Conversion of 2022 Convertible Notes into common stock

 5,460,075

 40,950

 —

 —

 40,952

 Issuance of common stock upon the reverse capitalization, net of offering costs

 13,458,293

 4,586

 —

 —

 4,588

 Reclassification of prepaid PIPE

 350,000

 —

 3,500

 —

 —

 3,500

 Reclassification of warrants between liabilities and equity

 —

 —

 4,329

 —

 —

 4,329

 Reclassification of Legacy Complete Solaria Common stock into Complete Solaria Common Stock

 —

 ( 1
)

 —

 —

 Issuance of common stock in connection with forward purchase agreements

 1,050,000

 —

 4,777

 —

 —

 4,777

 Issuance of common stock in connection with forward purchase agreements due to related party

 4,508,488

 30,712

 —

 —

 30,713

 Issuance of common stock bonus shares in connection with Mergers

 463,976

 —

 2,394

 —

 —

 2,394

 Residual Mergers proceeds

 —

 —

 —

 —

 Modification of Carlyle Warrant

 —

 —

 ( 10,862
)

 —

 —

 ( 10,862
)

 Issuance of restricted stock units

 98,097

 —

 —

 —

 Issuance of common stock warrants

 —

 —

 ( 3,516
)

 —

 —

 ( 3,516
)

 Issuance of common stock to related party

 3,676,470

 —

 5,000

 —

 —

 5,000

 Exercise of common stock options

 67,533

 —

 —

 —

 Stock-based compensation

 —

 —

 5,199

 —

 —

 5,199

 Foreign currency translation

 —

 —

 —

 —

 —

 —

 —

)

 —

)

 Balance as of December 31, 2023

 49,065,361

 $

 $
 277,965

 $
 ( 354,928
)

 $

 $
 ( 76,813
)

 Exercise of common stock options

 398,883

 —

 —

 —

 Vesting of restricted stock units

 669,059

 —

 -

 —

 —

 —

 Stock-based compensation

 —

 —

 3,067

 —

 —

 3,067

 Issuance of common stock warrants

 —

 —

 1,400

 —

 —

 1,400

 Issuance of common stock warrants for services

 —

 —

 9,179

 —

 —

 9,179

 Issuance of common stock upon conversion of SAFEs

 13,888,889

 6,244

 —

 —

 6,250

 Exercise of common stock warrants

 5,343,616

 —

 —

 —

 Issuance of common stock for exchange of debt

 1,500,000

 —

 2,220

 —

 —

 2,220

 Issuance of common stock

 2,918,837

 —

 7,144

 —

 —

 7,144

 Modification of Warrant Agreement

 —

 —

 7,306

 —

 —

 7,306

 Offering costs of reverse recapitalization

 —

 —

 ( 1,396
)

 —

 —

 ( 1,396
)

 —

 —

 —

)

 —

)

 Foreign currency translation adjustment

 —

 —

 —

 —

 Balance as of December 29, 2024

 73,784,645

 $

 $
 313,661

 $
 ( 411,379
)

 $

 $
 ( 97,539
)

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

 Consolidated Statements of Cash Flows

 ( in thousands, except number of shares)

 2024

 2023

 Cash flows from operating activities from continuing operations

 $

)

 $

)

 Loss from discontinued operations, net of income taxes

)

 ( 173,358

)

 Net loss from continuing operations, net of tax

)

 ( 96,197

)

 Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:

 Stock-based compensation expense

 3,067

 3,364

 Non-cash interest expense (1)

 1,757

 4,882

 Accretion of debt in CS Solis (2)

 3,872

 6,579

 Non-cash lease expense

 Gain on troubled debt restructuring (8)

 ( 22,337

)

 —

 Loss on CS Solis debt extinguishment

 —

 10,338

 Depreciation and amortization

 2,736

 Amortization of debt issuance costs (11)

 5,842

 —

 Other financing costs

 —

 Provision for credit losses

 9,132

 4,274

 Change in reserve for excess and obsolete inventory

 —

 6,148

 Change in fair value of SAFE Agreements with related party

 ( 616

)

 —

 Loss on conversion of SAFE Agreements to shares of common stock with related party

 1,250

 —

 Loss on sale of equity securities

 —

 4,154

 Loss on issuance of derivative liability (3)

 24,688

 —

 Change in fair value of derivative liabilities (12)

 ( 33,986

)

 —

 Change in fair value of warrant liabilities

 ( 2,921

)

 ( 29,310

)

 Issuance of forward purchase agreements (4)

 —

 ( 76

)

 Change in fair value of forward purchase agreement liabilities (5)

 ( 337

)

 3,906

 Loss on issuance of common stock in connection with forward purchase agreements (6)

 —

 35,490

 Non-cash expense in connection with warrants issued for vendor services

 9,179

 —

 Loss on asset impairments and disposals

 3,827

 —

 Loss on issuance of common stock bonus shares in connection with the Mergers (7)

 —

 2,394

 Issuance of restricted stock units in connection with vendor services

 —

 Changes in operating assets and liabilities:

 Accounts receivable

 3,306

 ( 12,106

)

 Contract assets, current portion

 ( 21,451

)

 —

 Inventories

 8,654

 1,544

 Prepaid expenses and other current assets

 ( 170

)

 ( 4,197

)

 Other noncurrent assets

 1,132

 Accounts payable

 ( 10,412

)

 2,292

 Accrued expenses and other current liabilities

 14,071

 ( 3,313

)

 Operating lease liabilities

 ( 849

)

 ( 598

)

 Warranty provision, noncurrent

 Deferred revenue

 ( 1,685

)

 Net cash used in operating activities from continuing operations

 ( 54,662

)

 ( 58,802

)

 Net cash provided by operating activities from discontinued operations

 —

 Net cash used in operating activities

 ( 54,662

)

 ( 58,612

)

 Cash flows from investing activities from continuing operations

 Purchases of property and equipment

 —

 ( 35

)

 Capitalization of internal-use-software costs

 ( 1,157

)

 ( 1,939

)

 Cash paid for acquisitions; net of cash acquired

 ( 53,500

)

 —

 Proceeds from the sale of equity securities

 —

 8,145

 Net cash (used in) provided by investing activities

 ( 54,657

)

 6,171

 Cash flows from financing activities from continuing operations

 Proceeds from issuance of notes payable, net of issuance cost

 14,102

 Principal repayment of notes payable

 ( 300

)

 ( 9,803

)

 Proceeds from issuance of convertible notes, net of issuance cost

 81,725

 17,750

 Proceeds from issuance of convertible notes to related parties

 26,000

 3,500

 Proceeds from issuance of SAFE agreements

 6,000

 —

 Proceeds from issuance of common stock

 6,694

 —

 Proceeds from exercise of common stock options

 Proceeds from Mergers and PIPE Financing

 —

 4,219

 Proceeds from Mergers and PIPE Financing from related parties

 —

 15,600

 Proceeds from common stock

 —

 5,000

 Financing lease payments

 ( 551

)

 —

 Net cash provided by financing activities from continuing operations

 120,100

 50,425

 Effect of exchange rate changes

 Net increase (decrease) in cash, cash equivalents and restricted cash

 10,803

 ( 1,900

)

 Cash, cash equivalents, and restricted cash at beginning of period

 6,416

 8,316

 Cash, cash equivalents, and restricted cash at end of period

 $

 17,219

 $

 6,416

 Supplemental disclosures of cash flow information:

 Cash paid during the year for interest

 $

 $

 2,147

 Cash paid during the year for income taxes

 —

 Supplemental schedule of noncash investing and financing activities:

 Cancellation of existing indebtedness in Exchange Agreement (9)

 $

 65,873

 $

 —

 Issuance of convertible notes in Exchange Agreement (10)

 42,662

 —

 Issuance of common stock in Exchange Agreement

 2,220

 —

 Conversion of SAFE Agreements to shares of common stock – related party

 5,000

 —

 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities

 —

 Offering costs

 1,396

 —

 Warrants issued in debt issuance

 —

 Carlyle Warrant modification – related party

 7,306

 10,862

 Conversion of 2022 Convertible notes into common stock

 —

 30,625

 Issuance of common stock warrants

 —

 3,516

 Conversion of 2022 Convertible Notes into common stock

 —

 21,561

 Conversion of 2022 Convertible Notes issued to related parties into common stock

 —

 19,390

 Conversion of preferred stock into common stock

 —

 155,630

 Issuance of common stock in connection with forward purchase agreements (5)

 —

 35,490

 Issuance of common stock bonus shares in connection with the Mergers (6)

 —

 2,394

 Recapitalization of Legacy Complete Solaria Common stock into Complete Solaria Common Stock

 —

 Reclassification of investor deposit to PIPE funds

 —

 3,500

 Reclassification of warrants between liabilities and equity

 —

 4,329

 (1)
 Non-cash interest expense to related parties of zero and $0.4 million
during the fiscal years ended December 29, 2024 and December 31, 2023, respectively.

 (2)
 Identified as a related party transaction in the fiscal year ended December 29, 2024.

 (3)
 Includes $3.0 million loss on a derivative liability issued to the Massey Trust
(as later defined in Note 15 – Borrowings and Derivative Liabilities) a related party.

 (4)
 Issuance of forward purchase agreements includes other income from related parties of zero and $0.4 million during the fiscal years ended December 29, 2024 and December 31, 2023, respectively.

 (5)
 Change in fair value of forward purchase agreement liabilities from related parties was income of $0.1 million and ($9.1) million during the fiscal years ended December 29, 2024 and December 31, 2023, respectively.

 (6)
 Issuance of common stock in connection with forward purchase agreements includes other expense from related parties of zero and ($30.7) million during the fiscal years ended December 29, 2024 and December 31, 2023, respectively.

 (7)
 Issuance of common stock bonus shares to related parties in connection with the Mergers includes other expense of $0.7 million during the fiscal year ended December 31, 2023.

 (8)
 Gain includes $12.5 million with a related party in the fiscal year ended December 29, 2024. Refer to Note 15 – Borrowings and Derivative Liabilities for details.

 (9)
 Includes related party debt cancellation of $37.2 million.

 (10)
 Includes $23.7 million issuance of convertible notes with related parties.

 (11)
 Includes $1.6 million of amortization of debt issuance costs with related parties.

 (12)
 Includes $0.3 million gain in connection with the change in the fair value of derivative liabilities issued to the Massey Trust and Carlyle (as later defined in Note 15 – Borrowings and Derivative Liabilities) with related parties.

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 7

 Notes to Consolidated Financial Statements

 (1) Organization

 (a) Description of Business

 Complete Solaria, Inc. (the "Company"
or "Complete Solaria") is a residential solar installer that offers storage and home energy solutions to customers in North
America. The Company is headquartered in Fremont, California.

 Complete Solar, Inc. ("Complete Solar")
was incorporated in Delaware on February 22, 2010. Through February 2022, the Company operated as a single legal entity as Complete Solar,
Inc. In February 2022, the Company implemented a holding company reorganization (the "Reorganization") in which the Company
created and incorporated Complete Solar Holding Corporation ("Complete Solar Holdings"). As a result of the Reorganization,
Complete Solar Holdings became the successor entity to Complete Solar, Inc. Subsequently, Complete Solar Holdings changed its name to
Complete Solaria, Inc.

 In October 2022, the Company entered into a business
combination agreement, as amended on December 26, 2022 and January 17, 2023 ("Original Business Combination Agreement")
and as amended on May 26, 2023 ("Amended and Restated Business Combination Agreement"), with Jupiter Merger Sub I Corp.,
a Delaware corporation and a wholly owned subsidiary of Freedom Acquisition I Corp. ("FACT") ("First Merger Sub"),
Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of FACT ("Second Merger Sub"),
Complete Solar Holding Corporation, a Delaware corporation, and The Solaria Corporation ("Solaria"), a Delaware corporation.

 The transactions contemplated by the Amended and
Restated Business Combination Agreement were consummated on July 18, 2023 ("Closing Date"). Following the consummation
of the Merger on the Closing Date, FACT changed its name to "Complete Solaria, Inc."

 As part of the transactions contemplated by the
Amended and Restated Business Combination Agreement, FACT affected a deregistration under the Cayman Islands Companies Act and a domestication
under Section 388 of the Delaware's General Corporation Law (the "DGCL" or "Domestication"). On the Closing
Date, following the Domestication, First Merger Sub merged with and into Complete Solaria, with Complete Solaria surviving such merger
as a wholly owned subsidiary of FACT (the "First Merger"), and immediately following the First Merger, Complete Solaria merged
with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of FACT (the "Second Merger"),
and Second Merger Sub changed its name to CS, LLC, and immediately following the Second Merger, Solaria merged with and into a newly formed
Delaware limited liability company and wholly-owned subsidiary of FACT and changed its name to The Solaria Corporation LLC ("Third
Merger Sub"), with Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the "Additional Merger", and together
with the First Merger and the Second Merger, the "Mergers").

 In connection with the closing of the Mergers:

 Each share of the Company's capital stock, inclusive of shares converted from 2022 Convertible Notes, issued and outstanding immediately prior to the Closing ("Legacy Complete Solaria Capital Stock") were cancelled and exchanged into an aggregate of 25,494,332 shares of Complete Solaria Common Stock.

 In July 2023, (i) Meteora Special Opportunity Fund I, LP ("MSOF"), Meteora Capital Partners, LP ("MCP") and Meteora Select Trading Opportunities Master, LP ("MSTO") (with MSOF, MCP, and MSTO collectively as "Meteora"); (ii) Polar Multi-Strategy Master Fund ("Polar"), and (iii) Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP (collectively, "Sandia") (together, the "FPA Funding PIPE Investors") entered into separate subscription agreements (the "FPA Funding Amount PIPE Subscription Agreements") pursuant to which, the FPA Funding PIPE Investors subscribed for on the Closing Date, an aggregate of 6,300,000 shares of FACT Class A Ordinary Shares, less, in the case of Meteora, 1,161,512 FACT Class A Ordinary Shares purchased by Meteora separately from third parties through a broker in the open market ("Recycled Shares") in connection with the Forward Purchase Agreements ("FPAs"). Subsequent to the Closing Date, Complete Solaria entered into an additional FPA Funding PIPE Subscription Agreement with Meteora, to subscribe for and purchase, and Complete Solaria agreed to issue and sell, an aggregate of 420,000 shares of Complete Solaria Common Stock. The Company issued shares of Complete Solaria Common Stock underlying the FPAs as of the latter of the closing of the Mergers or execution of the FPAs.

 F- 8

 All certain investors (the "PIPE Investors") purchased from the Company an aggregate of 1,570,000 shares of Complete Solaria Common Stock (the "PIPE Shares") for a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 15.7 million (the "PIPE Financing"), including $ 3.5 million that was funded prior to the Closing Date, pursuant to subscription agreements (the "Subscription Agreements"). At the time of the PIPE Financing, Complete Solaria issued an additional 60,000 shares to certain investors as an incentive to participate in the PIPE Financing.

 On or around the Closing Date, pursuant to the New Money PIPE Subscription Agreements, certain investors affiliated with the New Money PIPE Subscription Agreements ("New Money PIPE Investors") agreed to subscribe for and purchase, and Complete Solaria agreed to issue and sell to the New Money PIPE Investors an aggregate of 120,000 shares of Complete Solaria Common Stock for a purchase price of $ 5.00 per share, for aggregate gross proceeds of $ 0.6 million. Pursuant to its New Money PIPE Subscription Agreement, Complete Solaria issued an additional 60,000 shares of Complete Solaria Common Stock in consideration of certain services provided by it in the structuring of its FPA and the transactions described therein.

 Subsequent to the Closing, Complete Solaria issued an additional 193,976 shares of Complete Solaria Common Stock to the sponsors for reimbursing sponsors' transfer to certain counterparties and issued an additional 150,000 shares of Complete Solaria Common Stock to an FPA investor for services provided in connection with the Mergers.

 In March 2023, holders of 23,256,504 of the originally issued 34,500,000 FACT Class A Ordinary shares exercised their rights to redeem those shares for cash, and immediately prior to the Closing there were 11,243,496 FACT Class A Ordinary Shares that remained outstanding. At the Closing, holders of 7,784,739 shares of Class A common stock of FACT exercised their rights to redeem those shares for cash, for an aggregate of approximately $ 82.2 million which was paid to such holders at Closing. The remaining FACT Class A Ordinary Share converted, on a one-for-one basis, into one share of Complete Solaria Common Stock.

 Each issued and outstanding FACT Class B Ordinary Share converted, on a one-for-one basis, into one share of Complete Solaria Common Stock.

 On August 18, 2023, the Company entered into a
Non-Binding Letter of Intent to sell certain of Complete Solaria's North American solar panel assets to Maxeon Solar Technologies,
Ltd. ("Maxeon").

 On August 5, 2024, Complete Solaria entered into
an Asset Purchase Agreement (the "APA") among Complete Solaria, SunPower Corporation ("SunPower") and SunPower's
direct and indirect subsidiaries (collectively, the "SunPower Debtors") providing for the Company's purchase of certain
assets relating to the Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated by the SunPower
Debtors ("SunPower Acquisition"). The APA was entered into in connection with a voluntary petition filed by SunPower under
Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532. The sale by SunPower was approved on September 23, 2024, by the
United States Bankruptcy Court for the District of Delaware. The Company completed the acquisition of the Acquired Assets (as defined
in the APA) effective September 30, 2024, in exchange for consideration of $ 54.5 million, net of $ 1.0 cash acquired. The acquisition
transactions under the APA are referred to herein as the "Acquisition," and the assets and businesses acquired by the Company
under the APA are referred to as the "SunPower Businesses." Refer to Note 4 – Business Combination for a further discussion
of the allocation of consideration transferred.

 F- 9

 (b) Divestiture

 In October 2023, the Company completed the sale
of its solar panel business to Maxeon ("Divestiture"), pursuant to the terms of the Asset Purchase Agreement (the "Disposal
Agreement"). The Company determined that the Divestiture represented a strategic shift in the Company's business and qualified
as a discontinued operation. Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete
Solaria, for an aggregate purchase price of approximately $ 11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares. In
connection with the divestiture the Company recognized a net loss from discontinued operations of $ 2.0 million and $ 173.4 million in
the fiscal years ended December 29, 2024 and December 31, 2023, respectively. The Company subsequently sold all of its Maxeon shares
received in the Divestiture and recognized a loss upon sale of $ 4.2 million which is classified within continuing operations as Other
income (expense), net within the Company's consolidated statement of operations and comprehensive loss in the year ended December
31, 2023.

 Accordingly, the results of operations and cash
flows relating to Solaria were reflected as discontinued operations in the consolidated statements of operations and comprehensive loss
and consolidated statements of cash flows for the fiscal years ended December 29, 2024 and December 31, 2023.

 Components of amounts reflected in the consolidated
statements of operations and comprehensive loss related to discontinued operations are presented in the table, as follows (in thousands):

 2024

 2023

 $
 —

 $
 29,048

 —

 30,609

 Gross loss

 —

 ( 1,561
)

 Operating expenses:

 —

 6,855

 2,007

 17,472

 Total operating expenses

 2,007

 24,327

 Loss from discontinued operations

)

 ( 25,888
)

 Other income, net

 —

 Loss from discontinued operations before income taxes

)

 ( 25,857
)

 Income tax benefit

 —

 Loss from discontinued operations, net of tax

)

 ( 25,853
)

 Impairment loss from discontinued operations

 —

 ( 147,505
)

 Net loss from discontinued operations

 $
)

 $
 ( 173,358
)

 (c) Liquidity and Going Concern

 Since inception, the Company has incurred recurring
losses and negative cash flows from operations. The Company incurred a net loss of $ 56.5 million during the fiscal year ended December
29, 2024 and had an accumulated deficit of $ 411.4 million and current debt of $ 1.5 million as of December 29, 2024. The Company had cash
and cash equivalents, excluding restricted cash, of $ 13.4 million as of December 29, 2024. The Company believes that its operating losses
and negative operating cash flows will continue into the foreseeable future. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

 Management plans to obtain additional funding.
Historically, the Company's activities have been financed through private placements of equity securities, debt and proceeds from
the Merger. If the Company is not able to secure adequate additional funding when needed, the Company will need to reevaluate its operating
plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend
or curtail planned programs or cease operations entirely. These actions could materially impact the Company's business, results
of operations and future prospects. While the Company has been able to raise multiple rounds of financing, there can be no assurance that
in the event the Company requires additional financing, such financing will be available on terms that are favorable, or at all. Failure
to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material
adverse effect on the Company's ability to achieve its intended business objectives.

 Therefore, there is substantial doubt about the
Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern,
which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities
that may result from uncertainty related to its ability to continue as a going concern.

 (2) Summary of Significant Accounting Policies

 (a) Basis of Presentation

 The consolidated financial statements and accompanying
notes have been prepared in accordance with generally accepted accounting principles ("U.S. GAAP") and pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

 F- 10

 On March 10, 2025, the Company's board of
directors approved a change in the Company's fiscal year end to have a 52-to-53-week fiscal year that ends on the Sunday closest
to December 31. This change is effective for the fiscal year ended December 29, 2024.

 (b) Use of Estimates

 The preparation of the Company's consolidated
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues, expenses, as well as related disclosure of contingent assets and liabilities. Significant estimates and
assumptions made by management include, but are not limited to, the determination of:

 Fair value of warrant liabilities;

 Fair value of the forward purchase agreements

 Fair value of Simple Agreements for Future Equity Agreements ("SAFEs")

 The reserve methodology for inventory obsolescence;

 The reserve methodology for product warranty;

 The reserve methodology for the allowance for credit losses;

 Fair value of the derivative liabilities; and

 The measurement of stock-based compensation.

 To the extent that there are material differences
between these estimates and actual results, the Company's financial condition or operating results will be affected. The Company
bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the
Company evaluates these estimates on an ongoing basis. The Company has assessed the impact and management is not aware of any specific
events or circumstances that required an update to the Company's estimates and assumptions or materially affected the carrying value
of the Company's assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur
and additional information is obtained.

 (c) Concentration of Risks

 The Company is exposed to credit losses in the event of nonperformance
by the counterparties to its financial and derivative instruments. Financial and derivative instruments that potentially subject the Company
to concentrations of credit risk are primarily cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, contract
receivables and forward purchase agreement assets. The Company's cash and cash equivalents are on deposit with major financial institutions.
Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company's cash
are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any
losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require
collateral for sales on credit. As of December 29, 2024, no customer had an outstanding balance that represented more than 10% of the
total accounts receivable balance. As of December 31, 2023, two customers had an outstanding balance that represented 38 % and 16 % of the
total accounts receivable balance.

 Concentration of Customers

 The Company defines major customers as those customers
who generate revenues that exceed 10% of the Company's annual net revenues. For the fiscal years ended December 29, 2024 and December
31, 2023, three customers and one customer represented 36 % and 55 % of gross revenues, respectively, all from the Residential Solar Installation
reportable segment.

 F- 11

 Concentration of Suppliers

 For the fiscal year ended December 29, 2024, the
Company expanded its preferred supplier list, as such there was no concentration of suppliers. For the fiscal year ended December 31,
2023, one supplier represented 40 % of the Company's inventory purchases.

 (d) Cash and Cash Equivalents

 The Company considers all highly liquid securities
that mature within three months or less from the original date of purchase to be cash equivalents. The Company maintains the majority
of its cash balances with commercial banks in interest bearing accounts. Cash and cash equivalents include cash held in checking and savings
accounts and money market accounts consisting of highly liquid securities with maturity dates of three months or less from the original
date of purchase. As of December 29, 2024 and December 31, 2023, the Company had cash balances of $ 13.4 million and $ 2.6 million, respectively,
in excess of federally insured limits.

 (e) Restricted Cash

 The Company classifies all cash for which usage
is limited by contractual provisions as restricted cash. The restricted cash consists of deposits in money market accounts, which is used
as cash collateral backing letters of credit related to customs duty authorities' requirements. The Company has presented these
balances under restricted cash, as a long-term asset, in the consolidated balance sheets. The Company reconciles cash, cash equivalents,
and restricted cash reported in its consolidated balance sheets that aggregate to the beginning and ending balances shown in the Company's
consolidated statements of cash flows as follows (in thousands):

 As of

 2024

 2023

 Cash and cash equivalents

 $
 13,378

 $
 2,593

 Restricted cash

 3,841

 3,823

 Total cash, cash equivalents, and restricted cash

 $
 17,219

 $
 6,416

 (f) Estimated Credit Losses

 The Company recognizes an allowance for credit
loss at the time a receivable is recorded based on the Company's estimate of expected credit losses, historical write-off experience,
and current account knowledge, and adjusts this estimate over the life of the receivable as needed. The Company evaluates the aggregation
and risk characteristics of a receivable pool and develops loss rates that reflect historical collections, current forecasts of future
economic conditions over the time horizon that the Company is exposed to credit risk, and payment terms or conditions that may materially
affect future forecasts.

 The Company performs ongoing credit evaluations of its customers'
financial condition when deemed necessary. The Company maintains an allowance for credit losses based on the expected collectability of
all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current
economic trends. The Company believes that its concentration of credit risk is limited because of the large number of customers, credit
quality of the customer base, small account balances for most of these customers, and customer geographic diversification.

 The following table summarizes the allowance for
credit losses as follows (in thousands):

 As of

 2024

 2023

 Balance at beginning of period

 $
 ( 9,846
)

 $
 ( 4,812
)

 Provision charged to earnings

 ( 9,132
)

 ( 5,083
)

 Amounts written off, net of recoveries and other adjustments

 17,277

 Balance at end of period

 $
 ( 1,701
)

 $
 ( 9,846
)

 The Company does not have any off-balance sheet credit exposure relating
to its customers. In fiscal year 2024, the Company identified customer accounts receivable balances that were deemed to be uncollectible,
which were reserved and written off.

 F- 12

 (g) Contract Assets and Contract Liabilities

 Contract assets consist of unbilled receivables
which represent revenue that has been recognized in advance of billing the customer. Contract liabilities consist of deferred revenue
and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the
customer under the terms of a sales contract. Total contract assets and contract liabilities balances as of the respective dates
are as follows (in thousands):

 As of

 2024

 2023

 Contract assets

 $
 26,066

 $
 —

 Contract liabilities current and noncurrent

 10,921

 3,478

 During the fiscal year ended December 29, 2024,
the increase in contract assets of $ 26.1 million was primarily driven by an increase in residential project sales that have met revenue
recognition based on applicable milestones but have not been billed. The increase in contract assets and contract liabilities is primarily
attributed to the SunPower Acquisition in fiscal year 2024.

 The Company typically invoices its customers upon
completion of set milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing
final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives payment, or when such
payment is unconditionally due from a customer prior to delivering goods or services to the customer under the terms of a customer agreement,
the Company records this deferred revenue as a contract liability. As installation projects are typically completed within 12-months,
the Company's contract liability is reflected within current liabilities in the accompanying consolidated balance sheets. The amount
of revenue recognized during the years ended December 29, 2024, and December 31, 2023, that was included in contract liabilities at the
beginning of each period was $ 3.5 million and $ 2.1 million, respectively.

 (h) Inventories

 Inventories consist of solar panels and the components
of solar energy systems all of which is classified as finished goods within current assets at December 29, 2024 and December 31, 2023.
Inventory is valued using the average cost method. The Company identifies inventory which is considered obsolete or in excess of anticipated
demand based on a consideration of marketability and product life cycle stage, component cost trends, demand forecasts, historical revenues,
and assumptions about future demand and market conditions, and such inventory has been adjusted to its lower of cost or net realizable
value.

 (i) Revenue Recognition

 Revenue is recognized for Residential Solar Installation
and New Home Business when a customer obtains control of promised products and services and the Company has satisfied its performance
obligations which is the date by which substantially all of its design and installation is complete for a fully functioning solar power
system to interconnect to the local power grid.

 Installation includes the design of a solar energy
system, the delivery of the components of the solar energy system (i.e., photovoltaic system, inverter, battery storage, etc.), installation
services and services facilitating the connection of the solar energy system to the power grid. The Company accounts for these services
as inputs to a combined output, resulting in a single service-based performance obligation.

 The amount of revenue recognized reflects the
consideration which the Company expects to be entitled to receive in exchange for the products and services. To achieve this core principle,
the Company applies the following five steps:

 Step 1. Identification of the contract(s)
with a customer;

 Step 2. Identification of the performance
obligations in the contracts(s);

 F- 13

 Step 3. Determination of the transaction
price;

 Step 4. Allocation of the transaction
price to the performance obligations;

 Step 5. Recognition of the revenue
when, or as, the Company satisfies a performance obligation.

 Residential Solar Installation Revenues

 The Company's Residential Solar Installation
segment sells products through a network of installing and non-installing dealers and resellers, as well as its internal sales team. The
Company's contracts with customers include three primary contract types:

 Cash agreements – The Company contracts directly with homeowners who purchase the solar energy system and related services from the Company. Customers are invoiced on a billing schedule, where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

 Financing partner agreements – In its financing partner agreements, the Company contracts directly with homeowners for the purchase of the solar energy system and related services. The Company refers the homeowner to a financing partner to finance the system, and the homeowner makes payments directly to the financing partner. The Company receives consideration from the financing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

 Power purchase agreements and lease agreements – The Company contracts directly with a leasing partner to perform the solar energy system installation, and the homeowner will finance the system through a power purchase agreement (or lease), which is signed with the Company's leasing partner. The Company considers the leasing partner to be its customer, as the Company does not contract directly with the homeowner and the leasing partner takes ownership of the system upon the completion of installation. The Company receives consideration from the leasing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

 New Home Business Revenues

 The Company's New Homes Business sells through
a network of home builders as well as its internal sales team. The Company's contracts with customers include two primary contract
types:

 Cash agreements – The Company contracts
 directly with homebuilders who purchase the solar energy system from the Company and are the customers in the transaction. The Company's
 customers are invoiced upon the completion of installation.

 Lease agreements – Prior to the SunPower Corporation's declaration of bankruptcy, certain homeowners had intended to lease a system from the SunPower Corporation, but were unable to consummate the transaction (as a result of SunPower's declaration of bankruptcy). The in-process system inventory (installed on recently constructed homes) was acquired by the Company in connection with the SunPower Acquisition. The Company contracted directly with a leasing partner to facilitate the leasing of the system to the impacted homeowners. The Company considers the leasing partner to be its customer. Under the terms of the Company's arrangement with the leasing partner, control is not transferred to the customer until the completed system is accepted by the customer. The Company receives consideration from the leasing partner following the acceptance of the system.

 The Company's performance obligation for both reportable segments
is to design and install a fully functioning solar energy system. For all contract types (with the exception of New Homes Business Lease
agreements), the Company recognizes revenue over time. The Company's over-time revenue recognition begins when the solar power system
is fully installed (as it is at this point that control of the asset begins to be transferred to the customer and the customer retains
the significant risks and rewards of ownership of the solar power system). The Company recognizes revenue using the input method based
on direct costs to install the system and defers the costs of installation until such time that control of the asset transfers to the
customer (installation). For New Homes Business Lease agreements, the Company considers the performance obligation to be satisfied at
a point in time upon acceptance of the system by the customer.

 Revenue is generally recognized at the transaction
price contained within the agreement, net of costs of financing, or other consideration paid to the customers that is not in exchange
for a distinct good or service. The Company's arrangements may contain clauses that can either increase or decrease the transaction
price. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probably that a
significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change.

 The Company records deferred revenue for amounts
invoiced that are received in advance of the provisioning of services. In certain contracts with customers, the Company arranges for a
third-party financing partner to provide financing to the customer. The Company collects upfront from the financing partner and the customer
will provide installment payments to the financing partner. The Company records revenue in the amount received from the financing partner,
net of any financing fees charged to the homeowner, which the Company considers to be a customer incentive. None of the Company's
contracts contain a significant financing component.

 Costs to obtain and fulfill contracts

 The Company's costs to obtain and fulfill contracts, when recognized, associated with systems sales are expensed as sales commission
and cost of revenue, respectively. In addition, incentives the Company provides to its customers, such as discounts and rebates, are recorded
net to the revenue the Company has recognized on the solar power system.

 F- 14

 Warranties

 The Company typically provides a 10 -year warranty
on its solar energy system installations, which provides assurance over the workmanship in performing the installation, including roof
leaks caused by the Company's performance. For solar panel sales recognized prior to the Divestiture, the Company provides a 30 -year
warranty that the products will be free from defects in material and workmanship. The Company retained its warranty obligations associated
with panel sales prior to the Divestiture.

 When the revenues are recognized for the solar
energy systems installations services, the Company accrues liabilities for the estimated future costs of meeting its warranty obligations.
The Company makes and revises these estimates based primarily on the volume of new sales that contain warranties, historical experience
with and projections of warranty claims, and estimated solar energy system and panel replacement costs. The Company records a provision
for estimated warranty expenses in cost of revenues within the accompanying consolidated statements of operations and comprehensive loss.
Warranty costs primarily consist of replacement materials and equipment and labor costs for service personnel.

 Disaggregation of revenue

 Refer to the table below for the Company's
revenue recognized (in thousands):

 2024

 2023

 Revenue recognized over time

 $
 67,460

 $
 84,858

 Revenue recognized at a point in time

 —

 2,758

 Total Residential Solar Installations

 67,460

 Revenue recognized over time

 32,205

 —

 Revenue recognized at a point in time

 9,077

 —

 Total New Homes Business

 41,282

 —

 Total revenue

 $

 $

 For the fiscal years ended December 29, 2024,
and December 31, 2023, all revenue recognized was generated in the U.S.

 Remaining performance obligations

 The Company elected the practical expedient not
to disclose the remaining performance obligations for contracts that are less than one year in length. As of December 29, 2024, the Company
has deferred $ 0.9 million associated with a long-term service contract, which will be recognized evenly through 2028. The Company had
deferred $ 1.2 million associated with a long-term service contract as of December 31, 2023.

 Incremental costs of obtaining customer contracts

 Incremental costs of obtaining customer contracts consist of sales
commissions, which are costs paid to third-party vendors who source residential customer contracts for the sale of solar energy systems
by the Company. The Company defers sales commissions and recognizes expenses in accordance with the timing of the related revenue recognition.
Amortization of deferred commissions is recorded as sales commissions in the accompanying consolidated statements of operations and comprehensive
loss. As of December 29, 2024 and December 31, 2023, deferred commissions were zero and $ 4.2 million, respectively, and classified within
prepaid expenses and other current assets in the accompanying consolidated balance sheets.

 F- 15

 (j) Property and Equipment, Net

 Property and equipment are stated at cost less
accumulated depreciation and amortization. When assets are retired or disposed of, the cost and accumulated depreciation are removed from
the accounts, and any resulting gain or loss is included in the current period. Repair and maintenance costs are expensed as incurred.
 Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets:

 Useful Lives

 Manufacturing equipment

 1 – 3 years

 Internal-use software

 3 – 5 years

 Furniture & equipment

 3 – 5 years

 Leasehold improvements

 Shorter of 3 to 5 years of the asset or the term of the lease.

 (k) Internal-Use Software

 The Company capitalizes costs to develop its internal-use software
when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable
that the project will be completed, and the software will be utilized as intended. These costs include personnel and related employee
benefits and expenses for employees who are directly associated with and who devote time to software projects, and external direct costs
of materials and services consumed in developing or obtaining software. Costs incurred prior to meeting these criteria, together with
costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to provide additional
material functionality are capitalized and amortized over the estimated useful life of the related upgrade. During the fiscal years ended
December 29, 2024 and December 31, 2023, the Company capitalized $ 1.2 million and $ 1.9 million, respectively, of internal-use software
development costs. The remaining unamortized balance as of December 29, 2024 and December 31, 2023, of $ 0.2 million and $ 3.8 million,
respectively, is included in property and equipment, net within the accompanying consolidated balance sheets.

 (l) Cost of Revenues

 Cost of revenues is comprised primarily of cost
of material, internal labor costs, third-party subcontractors, design services, engineering personnel and employee-related expenses associated
with permitting services, associated warranty costs, freight and delivery costs, depreciation, and amortization of internally developed
software. Cost of revenues from these services is recognized when the Company transfers control of the product to the customer, which
is generally upon installation.

 (m) Advertising and Promotional Expenses

 Advertising and promotional costs are expensed
as incurred and included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss.
Advertising costs were not material for the fiscal years ended December 29, 2024 and December 31, 2023.

 (n) Income Taxes

 Income taxes are accounted for under the liability
method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only
if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is
greater than 50 % likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment
occurs. The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in its income tax provision.

 F- 16

 (o) Goodwill

 The Company tests goodwill at the reporting unit
level for impairment annually on the first day of the fourth quarter, or more frequently if an event occurs or circumstances change that
would more likely than not reduce the fair value of the reporting unit below its carrying amount.

 The Company may elect to perform a qualitative
assessment that considers economic, industry and company-specific factors. If, after completing the assessment, it is determined that
it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company proceeds to a quantitative
test. Quantitative testing requires a comparison of the fair value of each reporting unit to its carrying value. If the carrying value
of the reporting unit exceeds its fair value, goodwill impairment is measured as the amount by which the reporting unit's carrying
value exceeds its fair value, not to exceed the carrying value of goodwill.

 (p) Comprehensive Loss

 Comprehensive loss consists of two components,
net loss and other comprehensive income (loss), net. The Company's other comprehensive loss consists of foreign currency translation
adjustments that result from the consolidation of its foreign entities and is reported net of their related tax effects.

 (q) Impairment of Long-Lived Assets

 Long-lived assets, such as property and equipment,
ROU assets, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for
possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying
value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment
is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques
including discounted cash flow models, and quoted market values, as considered necessary.

 The Company recognized an impairment loss in the
fiscal year ended December 29, 2024 as disclosed in Note 9 - Property and equipment, net. There were no impairment charges recorded in
continuing operations for the fiscal year ended December 31, 2023.

 (r) Intangible Assets, Net

 Intangible assets are recorded at cost, less accumulated
amortization. Amortization is recorded using the straight-line method. All intangible assets that have been determined to have definite
lives are amortized over their estimated useful life as indicated below:

 Useful Lives

 Trademarks

 10 years

 Developed technology

 3 years

 F- 17

 (s) Stock-Based Compensation

 The Company recognizes stock-based compensation expense over the requisite
service period on a straight- line basis for all stock-based payments that are expected to vest to employees, non-employees and directors,
including grants of employee stock options and other stock-based awards. Equity-classified awards issued to employees, non-employees such
as consultants and non-employee directors are measured at the grant-date fair value of the award. Forfeitures are recognized as they occur.
For accounting purposes, the Company estimates grant-date fair value of stock options using the Black-Scholes option pricing model. The
Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common
stock as of the grant date, the expected term of the option, the expected volatility of the price of the Company's common stock
and expected dividend yield.

 (t) Fair Value Measurements

 The Company utilizes valuation techniques that
maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair
value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

 When considering market participant assumptions
in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized
in one of the following levels:

 Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

 Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

 Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

 Financial assets and liabilities held by the Company measured at fair
value every reporting period as of December 29, 2024 and December 31, 2023 include cash and cash equivalents, accounts receivable, accounts
payable, accrued expenses, the warrant liabilities, FPAs, and derivative liabilities associated with the Company's debt.

 The carrying amounts of cash, accounts receivable,
accounts payable and accrued expenses approximate their fair value because of their short-term nature (classified as Level 1).

 The warrant liabilities, derivative liabilities and FPAs are measured
at fair value using Level 3 inputs. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value
at each reporting date within Other income (expense), net in its consolidated statements of operations and comprehensive loss.

 (u) Net Loss Per Share

 The Company computes net loss per share following ASC 260, Earnings
Per Share. Basic net loss per share is measured as the loss attributable to common stockholders divided by the weighted average common
shares outstanding during periods with undistributed losses. Diluted net loss per share of common stock is computed by dividing the net
loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined
using the treasury-stock method and if-converted method, as applicable. Securities that potentially have an anti-dilutive effect (i.e.,
those that increase income per share or decrease loss per share) are excluded from the diluted loss per share calculation.

 F- 18

 (v) Leases

 The Company accounts for its leases following
ASC 842, Leases. The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses
that conclusion if the contract is modified. The Company's lease agreements generally contain lease and non-lease components. Payments
under lease arrangements are primarily fixed. The Company combines lease and non-lease components and accounts for them together as a
single lease component. All leases are assessed for classification as an operating lease or a finance lease. Each of operating lease right-of-use
("ROU") assets and financed lease assets are presented separately on the Company's consolidated balance sheets. Operating
lease liabilities and finance lease obligations are separated into their respective current portion and non-current portions and are presented
separately on the Company's consolidated balance sheets.

 ROU assets represent the Company's right
to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.
Operating lease ROU assets and liabilities are recognized on the date in which the lessor makes the underlying asset available for use,
based upon the present value of the lease payments over the respective lease term. Lease expense is recognized on a straight-line basis
over the lease term, subject to any changes in the lease or expectation regarding the terms. Variable lease costs such as common area
maintenance, property taxes and insurance are expensed as incurred.

 The Company generally uses its incremental borrowing
rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at
the lease commencement date. The Company's lease terms include periods under options to extend or terminate the lease. Options to
renew or extend leases beyond their initial term have been excluded from measurement of the ROU assets and lease liabilities as exercise
of such options is not reasonably certain. The Company generally uses the base, non-cancellable, lease term when determining the lease
assets and liabilities. The Company records a right-of-use asset which is calculated based on the amount of the lease liability, adjusted
for any advance lease payments made, lease incentives received, and initial direct costs incurred. Right-of-use assets are subject to
evaluation for impairment or disposal on a basis consistent with other long-lived assets.

 The Company has elected, for all classes of underlying assets, not
to recognize ROU assets and lease liabilities for leases with an initial term of twelve months or less. Lease cost for short-term leases
is recognized on a straight-line basis over the lease term.

 (w) Warrant Liabilities

 The Company accounts for its warrant liabilities in accordance with
the guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity's Own Equity, under which the warrants that
do not meet the criteria for equity classification and must be recorded as liabilities. The warrant liabilities are measured at fair value
at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent
changes in fair value recognized in Other income (expense), net on the consolidated statements of operations and comprehensive loss. Refer
to Note 5 – Fair Value Measurements and Note 14 – Warrants.

 (x) Forward Purchase Agreements

 The Company accounts for its FPAs in accordance with the guidance in
ASC 480, Distinguishing Liabilities from Equity, as the agreements embody an obligation to transfer assets to settle a forward
contract. The FPAs are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair
Value Measurement, with any subsequent changes in fair value recognized in Other income (expense), net on the consolidated statements
of operations and comprehensive loss. Refer to Note 5 – Fair Value Measurements and Note 6 – Forward Purchase Agreements.

 (y) Recently Adopted Accounting Pronouncements

 In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). The ASU expands public entities'
segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within
each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures
of a reportable segment's profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023,
and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company adopted ASU
2023-07 in its fourth quarter of 2024 using a retrospective transition method. See Note 22 – Segment Information for the Company's
disclosures reflecting the adoption.

 F- 19

 (z) Accounting Pronouncements Not Yet Adopted

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income
taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information
about income taxes paid. ASU 2023-09 is effective for public companies starting in annual periods beginning after December 15, 2024. The
Company is currently evaluating this ASU to determine its impact upon the Company's disclosures.

 In November 2024, the FASB issued ASU 2024-03,
Income Statement (Topic 220) Reporting Comprehensive Income – Expense Disaggregation Disclosure. The objective of ASU 2024-03 is
to disclose disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for public companies
starting in annual periods beginning after December 15, 2026. The Company is currently evaluating this ASU to determine its impact on
the Company's disclosures.

 (3) Reverse Recapitalization

 As discussed in Note 1 – Organization, on
July 18, 2023, the Company consummated the Mergers pursuant to the Amended and Restated Business Combination Agreement. The Mergers was
accounted for as a reverse recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly,
Complete Solaria was deemed the accounting acquirer (and legal acquiree) and FACT was treated as the accounting acquiree (and legal acquirer).
Complete Solaria was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 Complete Solaria's pre-combination stockholders have the majority of the voting power in the post- merged company;

 Legacy Complete Solaria's stockholders have the ability to appoint a majority of the Complete Solaria Board of Directors;

 Legacy Complete Solaria's management team is considered the management team of the post-merged company;

 Legacy Complete Solaria's prior operations are comprised of the ongoing operations of the post-merged company;

 Complete Solaria is the larger entity based on historical revenues and business operations; and

 the post-merged company has assumed Complete Solaria's operating name.

 Under this method of accounting, the reverse recapitalization
was treated as the equivalent of Complete Solaria issuing stock for the net assets of FACT, accompanied by a recapitalization. The net
assets of FACT were stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities,
and results of operations prior to the Mergers are those of Legacy Complete Solaria. All periods prior to the Mergers have been retrospectively
adjusted in accordance with the Amended and Restated Business Combination Agreement for the equivalent number of preferred or common shares
outstanding immediately after the Mergers to effect the reverse recapitalization.

 F- 20

 Upon the closing of the Mergers and the PIPE Financing
in July 2023, the Company received net cash proceeds of $ 19.7 million. The following table reconciles the elements of the Mergers to the
audited consolidated statements of cash flows and the audited consolidated statements of stockholders' deficit for the year-ended
December 31, 2023 (in thousands):

 Recapitalization

 Cash proceeds from FACT, net of redemptions

 $
 36,539

 Cash proceeds from PIPE Financing

 12,800

 Less: cash payment of FACT transaction costs and underwriting fees

 ( 10,680
)

 Less: cash payment to FPA investors for rebates and recycled shares

 ( 17,831
)

 Less: cash payment for Promissory Note

 ( 1,170
)

 Net cash proceeds upon the closing of the Mergers and PIPE financing

 19,658

 Less: non-cash net liabilities assumed from FACT

 ( 10,135
)

 Net contributions from the Mergers and PIPE financing upon closing

 $
 9,523

 Immediately upon closing of the Mergers, the Company
had 45,290,553 shares issued and outstanding of Class A Common Stock. The following table presents the number of shares of Complete Solaria
Common Stock outstanding immediately following the consummation of the Mergers:

 Recapitalization

 FACT Class A Ordinary Shares, outstanding prior to Mergers

 34,500,000

 FACT Class B Ordinary Shares, outstanding prior to Mergers

 8,625,000

 Bonus shares issued to sponsor

 193,976

 Bonus shares issued to PIPE investors

 120,000

 Bonus shares issued to FPA investors

 150,000

 Shares issued from PIPE financing

 1,690,000

 Shares issued from FPA agreements, net of recycled shares

 5,558,488

 Less: redemption of FACT Class A Ordinary Shares

 ( 31,041,243
)

 Total shares from the Mergers and PIPE Financing

 19,796,221

 Legacy Complete Solaria shares

 20,034,257

 2022 Convertible Note Shares

 5,460,075

 Shares of Complete Solaria Common stock immediately after Mergers

 45,290,553

 In connection with the Mergers, the Company incurred
direct and incremental costs of approximately $ 16.4 million related to legal, accounting, and other professional fees, which were offset
against the Company's additional paid-in capital. Of the $ 16.4 million, $ 5.8 million was incurred by Legacy Complete Solaria and
$ 10.6 million was incurred by FACT. As of December 31, 2023, the Company made cash payments totaling $ 5.4 million to settle transaction
costs. As a result of the Closing, the outstanding 2022 Convertible Notes were converted into shares of Complete Solaria Common Stock.

 (4) Business Combination

 SunPower Acquisition

 On September 30, 2024, the Company completed the
acquisition of certain assets and assumption of certain liabilities of SunPower for an aggregate cash consideration paid of $ 54.5 million,
net of $ 1.0 million of cash acquired. SunPower Corporation is a solar technology and energy services provider that offers fully integrated
solar, storage, and home energy solutions to customers in the United States through an array of hardware, software, and "Smart Energy"
solutions. The financial results of the SunPower Acquisition have been included in the Company's consolidated financial statements
since the date of Acquisition. This transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations.

 Transaction costs incurred in connection with
the close of the acquisition totaled $ 7.2 million and were expensed by the Company and are included in general and administrative expenses
within the consolidated statements of operations and comprehensive loss for the fiscal year ended December 29, 2024.

 F- 21

 The fair values of assets acquired and liabilities
assumed were based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change within the measurement
period. Due to the complexities of acquiring assets out of bankruptcy the purchase price accounting remains open for certain assets acquired
and liabilities assumed. The primary areas that remain preliminary relate to the cash consideration for the transaction for balances remaining
in escrow, fair value of intangible assets and goodwill. The following table summarizes the provisional fair value of identifiable assets
acquired and liabilities assumed (in thousands):

 Net assets acquired:

 Cash

 $
 1,000

 Accounts receivable

 11,999

 Contract assets

 4,615

 Inventories

 27,706

 Prepaid expenses and other current assets

 2,219

 Property and equipment

 5,867

 Operating lease right-of-use assets

 2,506

 Other noncurrent assets

 Intangibles

 18,100

 Deferred revenue

 ( 7,361
)

 Accounts payable

 ( 5,270
)

 Accrued expenses and other current liabilities

 ( 13,955
)

 Operating lease liabilities

 ( 2,963
)

 Other long-term liabilities

 ( 8,980
)

 Fair value of net assets acquired

 36,024

 Consideration transferred

 $
 54,500

 Goodwill recognized

 $
 18,476

 Goodwill represents the excess of the preliminary
estimated consideration transferred over the fair value of the net tangible and intangible assets acquired that is associated with the
excess cash flows that the acquisition is expected to generate in the future and has been allocated to the Company's Residential
Solar Installation and New Homes Business reporting units. The goodwill is tax deductible.

 The income approach, using the relief from royalty
method, was used to value the trademarks, and the cost approach was used for developed technology. Significant assumptions included in
the valuation of trademarks include projected revenues, the selected royalty rate, discount rate, and the economic life of the underlying
asset. Significant assumptions included in the valuation of the acquired technology include the estimated costs to reconstruct the asset
(inclusive of a third-party profit margin) as well as the value of the opportunity cost of foregone returns over the period that the Company
has estimated to recreate the asset.

 Contract assets and liabilities were measured
at fair value using the cost approach which approximates the carrying value at date of acquisition.

 The SunPower Acquisition contributed $ 83.8 million
and $ 6.5 million in revenue and income before income taxes, respectively for the period from the acquisition date to fiscal year ended
December 29, 2024.

 Unaudited Pro Forma Financial Information

 The following unaudited pro forma financial information
represents the consolidated financial statements of the Company for the periods presented, as if the acquisition occurred on January 1,
2023.

 The unaudited pro forma combined financial information
does not give effect to any cost savings, operating synergies or revenue synergies that may result from the Acquisition. The pro forma
results do not necessarily reflect the actual results of operations of the combined business (in thousands).

 Unaudited

 2024

 2023

 Pro forma revenue

 $
 381,860

 $
 697,651

 Pro forma net loss from continuing operations

 ( 283,122
)

 ( 320,589
)

 F- 22

 (5) Fair Value Measurements

 The following table sets forth the Company's
financial assets and liabilities that were measured at fair value, on a recurring basis (in thousands):

 As of December 29, 2024

 Level 1

 Level 2

 Level 3

 Total

 Financial Assets

 Restricted cash

 $
 3,841

 $
 —

 $
 —

 $
 3,841

 Total

 $
 3,841

 $
 —

 $
 —

 $
 3,841

 Financial Liabilities

 July 2024 derivative liability (1)

 $
 —

 $
 —

 $
 34,690

 $
 34,690

 September 2024 derivative liability (1)

 —

 —

 62,432

 62,432

 Forward purchase agreements (2)

 —

 —

 3,494

 3,494

 Public warrants

 —

 —

 Private placement warrants

 —

 —

 Working capital warrants

 —

 —

 SAFE Agreement with related party

 —

 —

 Total

 $
 —

 $
 —

 $
 102,561

 $
 102,561

 As of December 31, 2023

 Level 1

 Level 2

 Level 3

 Total

 Financial Assets

 Restricted cash

 $
 3,823

 $
 —

 $
 —

 $
 3,823

 Total

 $
 3,823

 $
 —

 $
 —

 $
 3,823

 Financial Liabilities

 Carlyle Warrants

 $
 —

 $
 —

 $
 9,515

 $
 9,515

 Public warrants

 —

 —

 Private placement warrants

 —

 —

 Working capital warrants

 —

 —

 Replacement warrants

 —

 —

 1,310

 1,310

 Forward purchase agreements (1)

 —

 —

 3,831

 3,831

 Total

 $

 $

 $
 14,656

 $
 14,958

 (1)
 A portion of these balances are with related parties. Refer to Note 15 – Borrowings and Derivative Liabilities for details.

 (2)
 A portion of these balances are with related parties. Refer to Note 6 – Forward Purchase Agreements for details.

 Subsequent to issuance, changes in the fair value
of liability classified warrants, forward purchase agreements and SAFEs are recorded within other income (expense), net in the Company's
consolidated statements of operations and comprehensive loss.

 Derivative liabilities

 The Company issued derivative liabilities in conjunction
with the issuance of certain convertible notes in July 2024 and September 2024 (refer to Note 15
– Borrowings and Derivative Liabilities). The Company valued the derivative liabilities as of their issuance date and as of December
29, 2024 using a binomial lattice model, which includes level 3 unobservable inputs. The key inputs used were dividend yield, the Company's
common stock price, volatility, risk-free rate and the expected term of the derivative liabilities. The derivative liability valuation
included the following inputs as of December 29, 2024:

 September

Notes

 July

Notes

 Coupon rate

 7.0

 %

 12.0

 %

 Conversion rate

 467.84

 595.24

 Conversion price

 $

 2.14

 $

 1.68

 Common stock price

 $

 1.81

 $

 1.81

 Dividend Yield

 0.0

 %

 0.0

 %

 F- 23

 Carlyle Warrants

 As part of the Company's amended and restated
warrant agreement with CRSEF Solis Holdings, LLC and its affiliates ("Carlyle"), the Company issued Carlyle a warrant to purchase
shares of Complete Solaria Common Stock at a price per share of $ 0.01. Refer to Note 14 – Warrants for further details. In connection
with an exchange of debt effective July 1, 2024, as discussed in Note 15 – Borrowings and Derivative Liabilities, the number of
shares expected to be issued in connection with the Carlyle Warrant became fixed and the Carlyle Warrant was reclassified from liability
to equity. Accordingly, the Carlyle Warrant is not subject to a fair value measurement as of December 29, 2024.

 The Company valued the Carlyle Warrants as of
December 31, 2023, based on a Black-Scholes Option Pricing Method, which included the following inputs:

 As of

 2023

 Expected term

 7.0 years

 Expected volatility

 %

 Risk-free interest rate

 3.92
 %

 Expected dividend yield

 0.00
 %

 Public Warrants

 The public warrants are measured at fair value
on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument.

 Private Placement and Working Capital Warrants

 The private placement and working capital warrants
are measured at fair value. The Company valued the private placement and working capital warrants, based on a Black-Scholes Option
Pricing Method, which included the following inputs:

 As of

 2024

 Expected term

 3.56 years

 Expected volatility

 68.1
 %

 Risk-free interest rate

 4.39
 %

 Expected dividend yield

 0.00
 %

 As of December 31, 2023, the private placement and working capital warrants
were valued using observable inputs for similar publicly traded instruments.

 Forward Purchase Agreement Liabilities

 FPAs are measured at fair value on a recurring
basis using a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable
companies over a period that matches the simulation period, which included the following inputs:

 As of

 2024

 2023

 VWAP

 $
 1.78

 $
 1.66

 Simulation period

 0.55 years

 1.55 years

 Risk-free rate

 4.28
 %

 4.48
 %

 Volatility

 %

 %

 SAFE Agreement

 The SAFE Agreement was valued based on a conversion
probability of 50 % based on historical SAFE agreements and a 50 % discount rate at the time of conversion as of December 29, 2024.

 F- 24

 Replacement Warrants

 There were no replacement warrants as of December
29, 2024. The Company valued the Replacement Warrants as of December 31, 2023, based on a Black-Scholes Option Pricing Method, which included
the following inputs:

 As of

 2023

 Expected term

 0.3 years

 Expected volatility

 78.5
 %

 Risk-free interest rate

 5.4
 %

 Expected dividend yield

 %

 The following table sets forth the Company's
financial liabilities that were not measured at fair value, on a non-recurring basis (in thousands):

 As of December 29, 2024

 Fair value

 Carrying

 value

 Estimated

fair value

 Level 1

 Level 2

 Level 3

 Total

 Financial Liabilities

 July 2024 Notes

 $
 17,965

 $
 21,390

 $
 —

 $
 —

 $
 21,390

 $
 21,390

 July 2024 Notes - related parties

 24,632

 33,323

 —

 —

 33,323

 33,323

 September 2024 Notes

 5,636

 77,245

 —

 —

 77,245

 77,245

 September 2024 Notes - related parties

 8,583

 —

 —

 8,583

 8,583

 Total

 $
 48,709

 $
 140,541

 $
 —

 $
 —

 $
 140,541

 $
 140,541

 As of December 29, 2024, the July 2024 Notes and
the September 2024 Notes were fair valued using a binomial lattice model, which includes Level 3, unobservable inputs. The key inputs
used are consistent with those used to fair value the derivative liabilities as discussed under Derivative liabilities above.

 (6) Forward Purchase Agreements

 In July 2023, FACT and Legacy Complete Solaria,
Inc. entered into FPAs with each of (i) Meteora (ii) Polar, and (iii) Sandia (each individually, a "Seller", and together,
the "FPA Sellers"). In connection with the FPAs, the Company recognized other expense of $ 30.7 million in the fiscal year
ended December 31, 2023 in connection with the issuance of 5,670,000 shares of the Company's common stock to the related party FPA
Sellers.

 Pursuant to the terms of the FPAs, the FPA Sellers
may purchase through a broker in the open market, from holders of shares other than the Company or affiliates thereof, FACT's ordinary
shares, par value of $ 0.0001 per share, (the "Shares"). While the FPA Sellers have no obligation to purchase any Shares under
the FPAs, the aggregate total Shares that may be purchased under the FPAs shall be no more than 6,720,000 in aggregate. The FPA Sellers
may not beneficially own greater than 9.9% of issued and outstanding Shares following the Mergers as per the Amended and Restated
Business Combination Agreement.

 The key terms of the forward contracts are as
follows:

 The FPA Sellers can terminate the transaction following the Optional Early Termination ("OET") Date which shall specify the quantity by which the number of shares is to be reduced (such quantity, the "Terminated Shares"). Seller shall terminate the transaction in respect of any shares sold on or prior to the maturity date. The counterparty is entitled to an amount from the Seller equal to the number of terminated shares multiplied by a reset price. The reset price is initially $ 10.56 (the "Initial Price") and is subject to a $ 5.00 floor.

 The FPA contains multiple settlement outcomes. Per the terms of the agreements, the FPAs will (1) settle in cash in the event the Company is due cash upon settlement from the FPA Sellers or (2) settle in either cash or shares, at the discretion of the Company, should the settlement amount adjustment exceed the settlement amount. Should the Company elect to settle via shares, the equity will be issued in Complete Solaria Common Stock, with a per share price based on the volume-weighted average price ("VWAP") Price over 15 scheduled trading days. The magnitude of the settlement is based on the Settlement Amount, an amount equal to the product of: (1) Number of shares issued to the FPA Seller pursuant to the FPA, less the number of Terminated Shares multiplied by (2) the VWAP Price over the valuation period. The Settlement amount will be reduced by the Settlement Adjustment, an amount equal to the product of (1) Number of shares in the Pricing Date Notice, less the number of Terminated Shares multiplied by $ 2.00.

 F- 25

 The Settlement occurs as of the Valuation Date, which is the earlier to occur of (a) the date that is two years after the date of the Closing Date of the Mergers (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller's discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of certain triggering events; and (c) 90 days after delivery by the Counterparty of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period (the "Measurement Period") that occurs at least 6 months after the Closing Date, the VWAP Price is less than the then applicable Reset Price.

 The Company entered into four separate FPAs, three
of which, associated with the obligation to issue 6,300,000 Shares, were entered into prior to the closing of the Mergers. Upon signing
the FPAs, the Company incurred an obligation to issue a fixed number of shares to the FPA Sellers contingent upon the closing of the Mergers
in addition to the terms and conditions associated with the settlement of the FPAs. The Company accounted for the contingent obligation
to issue shares in accordance with ASC 815, Derivatives and Hedging, and recorded a liability and other income (expense), net based
on the fair value of the obligation upon the signing of the FPAs. The liability was extinguished in July 2023 upon the issuance of Complete
Solaria Common Stock to the FPA sellers.

 Additionally, in accordance with ASC 480,
 Distinguishing Liabilities from Equity, the Company determined that the forward contract is a financial instrument other than a
share that represents or is indexed to obligations to repurchase the issuer's equity shares by transferring assets, referred to
herein as the "forward purchase liability" on its consolidated balance sheets. The Company initially measured the forward
purchase liability at fair value and has subsequently remeasured it at fair value with changes in fair value recognized in earnings.

 As of the closing of the Mergers and issuance
of the Complete Solaria Common Stock underlying the FPAs, the fair value of the prepaid FPAs was an asset balance of $ 0.1 million and
was recorded on the Company's consolidated balance sheets and within Other income (expense), net on the consolidated statements
of operations and comprehensive loss.

 On December 18, 2023, the Company and the FPA
Sellers entered into separate amendments to the FPA (the "Amendments"). The Amendments lowered the reset floor price of each
FPA from $ 5.00 to $ 3.00 and allow the Company to raise up to $ 10.0 million of equity from existing stockholders without triggering certain
anti-dilution provisions contained in the FPA; provided, the insiders pay a price per share for their initial investment equal to the
closing price per share as quoted on the Nasdaq on the day of purchase; provided, further, that any subsequent investments are made at
a price per share equal to the greater of (a) the closing price per share as quoted by Nasdaq on the day of the purchase or (b) the amount
paid in connection with the initial investment.

 On May 7 and 8, 2024, respectively, the Company
entered into and executed separate amendments to the FPAs (collectively the "Second Amendments") with Sandia (the "Sandia
Second Amendment") and Polar (the "Polar Second Amendment"). The Second Amendments lowered the reset price of each FPA
from $ 3.00 to $ 1.00 per share and amended the VWAP Trigger Event provision to read as " After
December 31, 2024, an event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below
$ 1.00 per Share". The Sandia Second Amendment is not effective until the Company executes similar amendments with both Polar and
Meteora.

 On June 14, 2024, the Company entered into and
executed an amendment to the FPA with Sandia (the "Sandia Third Amendment"). The Sandia Third Amendment set the reset price
of each FPA to $ 1.00 per share and amended the VWAP Trigger Event provision to read as "After December 31, 2024, an event that occurs
if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $ 1.00 per Share."

 F- 26

 On July 17, 2024, the Company entered into an
amendment to the FPA with Polar pursuant to which the Company and Polar agreed that Section 2 (Most Favored Nation) of the FPA is applicable
to all 2,450,000 shares subject to the FPA.

 Through the date of issuance of the Complete Solaria
Common Stock in satisfaction of the Company's obligation to issue shares around the closing of the Mergers, the Company recorded
$ 35.5 million to Other expense, in the fiscal year ended December 31, 2023, net associated with the issuance of 6,720,000 shares of Complete
Solaria Common Stock in association with the FPAs.

 The FPA liability balance was $ 3.5 million and
$ 3.8 million, as of December 29, 2024 and December 31, 2023, respectively. The Company concluded that $ 1.3 million and $ 3.2 million of
the FPA liability was with related parties as of December 29, 2024 and December 31, 2023, respectively. The change in the fair value of
the forward purchase liabilities amounted to income of $ 0.3 million and expense of $ 3.9 million for the fiscal years ended December 29,
2024 and December 31, 2023, respectively. The change in the fair value of the FPA liability with related parties was income of $ 0.1 million
and expense of $ 8.7 million ($ 9.1 million of expense upon issuance, net of $ 0.4 million of income) in the fiscal years ended December
29, 2024 and December 31, 2023, respectively.

 (7) Prepaid Expenses and Other Current Assets

 Prepaid expenses and other current assets consist
of the following (in thousands):

 As of

 2024

 2023

 Inventory deposits

 $
 3,407

 $

 Deferred costs

 3,759

 —

 Prepaid sales commissions

 —

 4,185

 Other

 1,040

 1,016

 Total prepaid expenses and other current assets

 $
 8,206

 $
 5,817

 (8) Goodwill and Other Intangible Assets

 On September 30, 2024, the Company
completed the SunPower Acquisition. Goodwill presented on the Company's consolidated financial statements represents Goodwill
recognized from the SunPower Acquisition. The goodwill recognized was assigned to the Residential Solar Installation and New Homes Business
reportable segments as $ 18.3 million and $ 0.2 million, respectively. The Company performed a qualitative assessment of goodwill and determined
that at the acquisition date and the date at which the Company performed an impairment analysis, there were no relevant events or circumstances
that would result in the reportable segment being less than its carrying amount. The Company concluded that as of December 29, 2024, there
is no impairment.

 Other Intangible Assets

 The following table represents our other intangible
assets with finite useful lives as of December 29, 2024 (in thousands):

 Gross Carrying
 Amount

 Accumulated
 Amortization

 Net Book

 Value

 Trademark – Blue Raven Solar

 $
 8,400

 $
 ( 210
)

 $
 8,190

 Trademark – SunPower

 5,200

 ( 130
)

 5,070

 Developed technology

 4,500

 ( 375
)

 4,125

 Total

 $
 18,100

 $
 ( 715
)

 $
 17,385

 F- 27

 Aggregate amortization expense for intangible assets was $ 0.7 million
and zero for the fiscal years ended December 29, 2024, and December 31, 2023, respectively. Amortization expense is recognized in general
and administrative expenses in the consolidated statement of operations. No impairment loss was recorded for intangible assets for the
fiscal year 2024. The weighted average remaining life of these intangible assets is 8.1 years as of December 29, 2024.

 The estimated amortization expense related to
intangible assets with finite useful lives is as follows (in thousands):

 Fiscal Year

 Estimated

 Amortization

 Expense

 2025

 $
 2,860

 2026

 2,860

 2027

 2,485

 2028

 1,360

 2029

 1,360

 Thereafter

 6,460

 Total

 $
 17,385

 (9) Property and Equipment, Net

 Property and equipment, net consist of the following
(in thousands):

 As of

 2024

 2023

 Internal-use software

 $

 $
 6,993

 Manufacturing equipment

 Furniture and equipment

 Vehicles

 5,174

 —

 Leasehold improvements

 Total property and equipment

 6,409

 7,928

 Less: accumulated depreciation and amortization

 ( 916
)

 ( 3,611
)

 Total property and equipment, net

 $
 5,493

 $
 4,317

 Depreciation and amortization expense on totaled $ 2.0 million and $ 0.9
million for the fiscal years ended December 29, 2024 and December 31, 2023. Finance leases are included within vehicles and makes up $ 3.9
million of the total balance as of fiscal year ended December 29, 2024.

 The Company recognized a total of $ 3.8 million
on impairment and loss on disposal of property and equipment for the fiscal year ended December 29, 2024 consisting primarily of $ 3.4
million relating to its proprietary HelioTrackTM software system. The Company impaired the value of its HelioTrackTM software as this
software has no future use following the completion of the migration to software acquired in the SunPower Acquisition. There were no impairment
charges on tangible assets recognized for the fiscal year ended December 31, 2023.

 F- 28

 (10) Accrued Expenses and Other Current Liabilities

 Accrued expenses and other current liabilities
consist of the following (in thousands):

 As of

 2024

 2023

 Accrued compensation and benefits

 $

 6,619

 $

 3,969

 Professional fees

 8,028

 —

 Installation costs

 6,177

 —

 Term loan and revolving loan amendment final payment fees

 —

 2,400

 Accrued legal settlements

 7,700

 7,700

 Accrued taxes

 Accrued rebates and credits

 7,641

 Operating lease liabilities, current

 1,412

 Finance lease liabilities, current

 2,053

 —

 Accrued warranty, current

 2,531

 1,433

 Deferred financing fees

 4,674

 —

 Accrued interest

 1,982

 —

 Accrued interest due to related parties

 2,541

 —

 Other accrued liabilities

 3,954

 10,153

 Total accrued expenses and other current liabilities

 $

 56,081

 $

 27,870

 (11) Employee Benefit Plan

 The Company sponsors a 401(k) defined contribution
and profit-sharing plan ("401(k) Plan") for its eligible employees. This 401(k) Plan provides for tax-deferred salary deductions
for all eligible employees. Employee contributions are voluntary. Employees may contribute the maximum amount allowed by law, as limited
by the annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions in amounts to
be determined at the Company's sole discretion. The Company made no contributions to the 401(k) Plan for the fiscal years ended
December 29, 2024 and December 31, 2023.

 F- 29

 (12) Other Income (Expense), Net

 Other income (expense), net consist of the following (in thousands):

 2024

 2023

 Change in fair value of redeemable convertible preferred stock warrant liability

 $
 1,310

 $
 8,513

 Change in fair value of Carlyle Warrants (1)

 2,869

 14,373

 Change in fair value of FACT public, private placement and working capital warrants

 ( 1,258
)

 6,424

 Loss on conversion of SAFE agreements to common stock with related party

 ( 1,250
)

 —

 Change in fair value of SAFE Agreement with related party

 —

 Loss on sale of equity securities

 —

 ( 4,154
)

 Loss on CS Solis debt extinguishment

 —

 ( 10,338
)

 Bonus shares issued in connection with the Mergers (2)

 —

 ( 2,394
)

 Issuance of forward purchase agreements (3)

 —

 Change in fair value of forward purchase agreement liabilities (4)

 ( 3,906
)

 Loss on issuance of shares in connection with the forward purchase agreements (5)

 —

 ( 35,490
)

 Loss on discontinued Solaria business and other, net

 —

 ( 2,966
)

 Loss on issuance of derivative liability (6)

 ( 24,688
)

 —

 Gain on remeasurement of derivative liabilities (7)

 33,986

 —

 Other financing costs

 ( 3,769
)

 —

 Other, net

 ( 221
)

 —

 Total Other income (expense), net

 $
 7,932

 $
 ( 29,862
)

 (1)
 Deemed to be a related party in the fiscal year ended December 29, 2024. Refer to Note 15 – Borrowings and Derivative Liabilities for details.

 (2)
 Includes $ 0.7 million of other expense for the fiscal year ended December
31, 2023, for bonus shares issued to related parties in connection with the Mergers.

 (3)
 Includes $ 0.4 million of other income for the fiscal year ended December
31, 2023, for forward purchase agreements entered into with related parties.

 (4)
 Includes income of $ 0.1 million and $ 9.1 million of other expenses
for the fiscal years ended December 29, 2024, and December 31, 2023, for the change in fair value of FPAs entered into with related parties.

 (5)
 Includes $ 30.7 million of other expense the fiscal year ended December 31, 2023 for shares issued to related parties in connection with the forward purchase agreements.

 (6)
 Includes a loss of $ 3.0 million on the issuance of a derivative liability with a related party in the fiscal year ended December 29, 2024. Refer to Note 15 – Borrowings and Derivative Liabilities for details.

 (7)
 Includes a gain of $ 0.3 million on the change in the fair value of derivative liabilities with related parties in the fiscal year ended December 29, 2024. Refer to Note 15 – Borrowings and Derivative Liabilities for details.

 (13) Common Stock

 The Company's authorized capital stock comprises 1,000,000,000
shares of common stock and 10,000,000 shares of preferred stock as of December 29, 2024. No preferred stock has been issued and none are
outstanding as of December 29, 2024.

 Common Stock Purchase Agreements

 On December 18, 2023, the Company entered into
separate common stock purchase agreements (the "Purchase Agreements") with the Rodgers Massey Freedom and Free Markets Charitable
Trust and the Rodgers Massey Revocable Living Trust (each a "Purchaser", and together, the "Purchasers"). Pursuant
to the terms of the Purchase Agreements, each Purchaser purchased 1,838,235 shares of common stock of the Company, par value $ 0.0001,
(the "Shares"), at a price per share of $ 1.36, representing an aggregate purchase price of $ 5.0 million. The Purchasers paid
for the shares in cash. Thurman J. Rodgers is a trustee of each Purchaser, Executive Chairman of the Company's board of directors
and Chief Executive Officer of the Company ("Rodgers" or "CEO").

 F- 30

 On July 16, 2024, the Company entered into a common
stock purchase agreement with White Lion Capital, LLC ("White Lion"), as amended on July 24, 2024 ("White Lion SPA"),
and a related registration rights agreement for an equity line of credit financing facility. Pursuant to the White Lion SPA, the Company
has the right, but not the obligation, to require White Lion to purchase, from time to time up to $ 30 million in aggregate gross purchase
price of newly issued shares of the Company's common stock, subject to the caps and certain limitations and conditions set forth
in the White Lion SPA, including terms that restrict the ability of the Company to issue shares of common stock to White Lion that would
result in White Lion beneficially owning more than 9.99 % of the Company's outstanding common stock.

 On August 14, 2024, the Company entered into Amendment No. 2 to the
White Lion SPA (collectively with the White Lion SPA "White Lion Amended SPA"). The White Lion Amended SPA provides that the
Company may notify White Lion to exercise the Company's right to sell shares of its common stock by delivering an Hour Rapid Purchase
Notice. If the Company delivers an Hour Rapid Purchase Notice, the Company shall deliver to White Lion shares of common stock not to exceed
the lesser of (i) five percent of the Average Daily Trading Volume on the date of an Hour Rapid Purchase Notice and (ii) 100,000 shares
of common stock. The closing of the transactions under an Hour Rapid Purchase Notice will occur one Business Day following the date on
which the Hour Rapid Purchase Notice is delivered. At such closing, White Lion will pay the Company the Hour Rapid Purchase Investment
Amount equal to the number of shares of common stock subject to the applicable Hour Rapid Purchase Notice multiplied by the lowest traded
price of the Company's common stock during the one-hour period following White Lion's consent to the acceptance of the applicable
Hour Rapid Purchase Notice. Under the White Lion Amended SPA, the Company issued a total of 2.9 million shares of common stock for net
proceeds of $ 6.7 million in the fiscal year ended December 29, 2024.

 The Company has reserved shares of common stock
for issuance related to the following:

 As of

 2024

 2023

 Common stock warrants

 31,670,265

 27,637,266

 Employee stock purchase plan

 2,628,996

 2,628,996

 Stock options and RSUs, issued and outstanding

 11,979,368

 11,774,743

 Stock options and RSUs, authorized for future issuance

 2,577,895

 3,850,462

 SAFE Agreement

 2,750,000

 —

 Forward purchase agreements

 6,720,000

 —

 Convertible notes

 58,579,636

 —

 Total shares reserved

 116,906,160

 45,891,467

 (14) Warrants

 Liability-classified warrants

 Liability classified warrants are as follows (in thousands):

 As
 of

 2024

 2023

 Carlyle
 Warrant

 $
 —

 $
 9,515

 Replacement
 warrants

 —

 1,310

 Public
 warrants

 Private
 placements warrants

 Working
 capital warrants

 Total liability classified warrants

 $
 1,561

 $
 11,127

 F- 31

 Series D-7 Warrants (Converted to Common Stock
Warrants "Replacement Warrants")

 In November 2022, the Company issued warrants
to purchase 656,630 shares of Series D-7 preferred stock (the "Series D-7 warrants") in conjunction with the Business Combination.
The warrant contained two tranches. The first tranche of 518,752 shares of Series D-7 preferred stock was exercisable at an exercise price
of $ 2.50 per share upon consummation of a merger transaction, or at an exercise price of $ 2.04 per share upon remaining private and had
an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock was exercisable at an exercise price
of $ 5.00 per share upon consummation of a merger transaction, or at an exercise price of $ 4.09 per share upon remaining private and had
an expiration date of April 2024. The fair value of the Series D-7 warrants was $ 2.4 million as of July 18, 2023 when the warrants were
reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, as the exercise price of the
warrants was fixed at $ 2.50 per share of Complete Solaria Common Stock for the first tranche and $ 5.00 per share of Complete Solaria Common
Stock for the second tranche upon the closing of the Mergers.

 In October 2023, the Company entered into an Assignment and Acceptance
Agreement ("Assignment Agreement"), (refer to Note 15 – Borrowings and Derivative Liabilities). In connection with the
Assignment Agreement, the Company also entered into the First Amendment to Warrant to Purchase Stock Agreements with the holders of the
Series D-7 warrants. Pursuant to the terms of the agreement, the warrants to purchase 1,376,414 shares of Series D-7 preferred stock converted
into warrants to purchase 656,630 shares of common stock (the "Replacement Warrants"). As a result of the warrant amendment,
the Company reclassified the Replacement Warrants from equity to liability. The Replacement Warrants were remeasured to fair value on
the amendment effective date and the Company recorded subsequent changes in fair value within Other income (expense), net in its consolidated
statements of operations and comprehensive loss.

 The Replacement Warrants expired in April 2024
and the Company released the $ 1.3 million liability recognized in connection with the warranty liability. The $ 1.3 million of income was
classified in Other income (expense), net within its consolidated statements of operations and comprehensive loss.

 Public, Private Placement, and Working Capital Warrants

 In conjunction with the Mergers, Complete Solaria,
as accounting acquirer, was deemed to assume 6,266,667 warrants to purchase FACT Class A Ordinary Shares that were held by the sponsor
at an exercise price of $ 11.50 ("Private Placement Warrants") and 8,625,000 warrants to purchase FACT's shareholders
FACT Class A Ordinary Shares at an exercise price of $ 11.50 ("Public Warrants"). Subsequent to the Mergers, the Private Placement
Warrants and Public Warrants are exercisable for shares of Complete Solaria Common Stock and meet liability classification requirements
since the warrants may be required to be settled in cash under a tender offer. In addition, Private Placement Warrants are potentially
subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from
being considered indexed to the entity's own stock. Therefore, these warrants are classified as liabilities on the consolidated
balance sheets.

 The fair values of the warrant liabilities were
$ 1.5 million and $ 0.3 million as of December 29, 2024, and December 31, 2023, respectively. The Company recorded a $ 1.2 million and $ 6.4
million increase in the fair value of these warrants for the fiscal years ended December 29, 2024 and December 31, 2023, respectively.
These changes were recorded in Other income (expense), net in the Company's consolidated statements of operations and comprehensive
loss.

 F- 32

 Additionally, at the closing of the Mergers, the Company issued 716,668
Working Capital warrants, which have identical terms as the Private Placement Warrants to the sponsor in satisfaction of certain liabilities
of FACT. The warrants were fair valued at $ 0.3 million upon the closing of the Mergers, which was recorded in warrant liability on the
Company's consolidated balance sheets. As of December 29, 2024 and December 31, 2023, the Working Capital warrants had a fair value
of $ 0.08 million and $ 0.01 million, respectively and the Company recorded the change in fair value of less than $ 0.07 million and $ 0.1
million in Other income (expense), net within the Company's consolidated statements of operations and comprehensive loss in the
years ended December 29, 2024 and December 31, 2023, respectively.

 Previous Liability Classified Warrant Now Classified
as Equity

 Carlyle Warrant

 In February 2022, as part of a debt financing from Carlyle ("CS
Solis Debt") (refer to Note 15 – Borrowings and Derivative Liabilities), the Company issued a warrant to Carlyle to purchase
 2,886,952 shares of common stock ("Carlyle Warrant"). The warrant contained two tranches, the first of which was immediately
exercisable for 1,995,879 shares of Legacy Complete Solaria common stock. The second tranche, which was determined to be a separate unit
of account, expired on December 31, 2022 prior to becoming exercisable. At issuance, the relative fair value of the warrant was determined
to be $ 3.4 million using the Black-Scholes model and was initially recorded within additional paid-in capital as it met the conditions
for equity classification. The Carlyle Warrant has an exercise price of $ 0.01 per share.

 In July 2023, and in connection with the closing
of the Mergers, the Carlyle debt and warrants were modified. Based on the exchange ratio included in the Mergers, the 1,995,879 outstanding
warrants to purchase Legacy Complete Solaria Common Stock prior to modification were exchanged
into warrants to purchase 1,995,879 shares of Complete Solaria Common Stock. As part of
the modification, the warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria
Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795 % of Complete Solaria's
issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the
date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement,
if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90)
days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case,
of Complete Solaria Common Stock at a price of $ 0.01 per share. Of the additional warrants that become exercisable after the modification,
the tranches of 350,000 warrants vesting ten days after the date of the agreement and 150,000 warrants vesting thirty days after the date
of the agreement were exercisable as of October 31, 2023.

 In December 2023, Carlyle was issued an additional
warrant to purchase an additional 2,190,604 shares of the Company's common stock related to an anti-dilution provision within the
CS Solis Debt that provides for such additional warrants under such circumstances as provided within the CS Solis Debt.

 The modification of the warrant resulted in the reclassification of
previously equity-classified warrants to liability classification, which was accounted for in accordance with ASC 815 and ASC 718, Compensation
– Stock Compensation. The fair value of the warrant liability was determined based on its intrinsic value, given a nominal exercise
price. At issuance, the relative fair value of the warrant was determined to be $ 20.4 million using the Black-Scholes model with the following
weighted average assumptions: expected term of 7 years; expected volatility of 77.0 %; risk-free interest rate of 3.9 %; and no dividend
yield. The Company recorded the fair value of the modified warrants as a warrant liability of $ 20.4 million, the pre-modification fair
value of the warrants as a reduction to additional paid-in capital of $ 10.9 million and an expense of $ 9.5 million to Other income (expense),
net in the fiscal year ended December 31, 2023, equal to the incremental value of the warrants upon the modification. As of December 31,
2023, the fair value of the warrant was $ 9.5 million, and the Company recorded an expense of $ 14.4 million as other income (expense),
net on the consolidated statement of operations and comprehensive loss.

 F- 33

 On July 1, 2024, in connection with the Exchange Agreement (as defined
in Note 15 – Borrowings and Derivative Liabilities), the Carlyle Warrant was modified, and the modification fixed the number of
shares of the Company's common stock that may be issued upon exercise of the Carlyle Warrant at 4,936,483. At the modification date,
the Carlyle Warrant had a fair value of $ 7.3 million. At the modification date, the Company recognized $ 0.7 million of expense related
to the remeasurement of the liability which was classified within "Gain on Troubled Debt Restructuring" within the Company's
consolidated statement of operations and comprehensive loss. The modification of the warrant resulted in the reclassification of the previously
liability-classified warrant to equity classification, resulting in an increase to additional paid-in capital of $ 7.3 million, a reduction
in the warrant liability of $ 7.3 million.

 The Company recorded income of $ 2.9 million and
$ 14.4 million within Other income (expense), net in its consolidated statements of operations and comprehensive loss for the fiscal years
ended December 29, 2024 and December 31, 2023, respectively, related to the Carlyle Warrant. The warrant remains outstanding as of December
29, 2024.

 Equity Classified Warrants

 Series B Warrants

 In February 2016, the Company issued a warrant
to purchase 5,054 shares of Series B preferred stock (the "Series B warrant") in connection with a 2016 credit facility. The
Series B warrant was immediately exercisable at an exercise price of $ 4.30 per share and has an expiration date of February 2026. The
relative fair value of the Series B warrant at issuance was recorded as a debt issuance cost within other noncurrent liabilities upon
issuance. The fair value of the Series B warrant was less than $ 0.1 million as of July 18, 2023, when the Series B warrant was reclassified
from warrant liability to additional paid-in capital, upon the warrant becoming exercisable into shares of Complete Solaria common stock
upon the close of the Mergers. Prior to its reclassification during 2023, changes in the fair value of the liability-classified warrants
were recorded in Other income (expense), net in the Company's consolidated statement of operations and comprehensive loss for the
fiscal year ended December 31, 2023. The Series B warrant is not remeasured in future periods as it meets the conditions for equity classification.
The warrants remain outstanding as of December 29, 2024.

 Series C Warrants

 In July 2016, the Company issued a warrant to
purchase 148,477 shares of Series C preferred stock (the "Series C warrant") in connection with the Series C financing. The
Series C warrant agreement also provided for an additional number of Series C shares calculated on a monthly basis commencing on June
2016 based on the principal balance outstanding of the notes payable outstanding. The maximum number of shares exercisable under the Series
C warrant agreement was 482,969 shares of Series C preferred stock. The Series C Warrant was immediately exercisable at an exercise price
of $ 1.00 per share and has an expiration date of July 2026. The fair value of the Series C Warrant was $ 2.3 million as of July 18, 2023,
when the Series C warrant was reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital,
as the warrant became exercisable into shares of Complete Solaria common stock upon the close of the Mergers. The Series C warrant is
not remeasured in future periods as it meets the conditions for equity classification. The warrants remain outstanding as of December
29, 2024.

 Series C-1 Warrants

 In January 2020, the Company issued a warrant
to purchase 173,067 shares of common stock in conjunction with the Series C-1 preferred stock financing. The warrant was immediately exercisable
at an exercise price of $ 0.01 per share and has an expiration date of January 2030. The warrant remains outstanding as of December 29,
2024. At issuance, the relative fair value of the warrant was determined to be $ 0.1 million using the Black-Scholes. The fair value of
the warrant was recorded within additional paid-in capital on the Company's consolidated balance sheets. The warrant is not remeasured
in future periods as it meets the conditions for equity classification.

 SVB Common Stock Warrants

 In May and August 2021, the Company issued warrants
to purchase 2,473 and 2,525 shares of common stock, respectively, in conjunction with the Fifth and Sixth Amendments to the Loan and Security
Agreement ("Loan Agreement") with Silicon Valley Bank ("SVB"). These warrants are immediately exercisable at exercise
prices of $ 0.38 and $ 0.62 per share, respectively, and have expiration dates in 2033. The warrants remain outstanding as of December 29,
2024. The fair value of the warrant was recorded within additional paid-in-capital on the accompanying consolidated balance sheets. The
warrants are not remeasured in future periods as they meet the conditions for equity classification.

 F- 34

 Promissory Note Common Stock Warrants

 In October 2021, the Company issued a warrant
to purchase 50,000 shares of the Company's common stock in connection with the issuance of a short-term promissory note. As of December
29, 2024, the warrant for 24,148 shares of the Company's common stock remains unexercised. The warrant was immediately exercisable
at an exercise price of $ 0.01 per share and has an expiration date of October 2031. The warrant remains outstanding as of December 29,
2024. The fair value of the warrant was recorded within additional paid-in capital on the Company's consolidated balance sheets.
The warrant is not remeasured in future periods as it meets the conditions for equity classification.

 July 2023 Common Stock Warrants

 In July 2023, the Company issued a warrant to
a third-party service provider to purchase 38,981 shares of the Company's common stock in exchange for services provided in obtaining
financing at the Closing of the Mergers. The warrant was immediately exercisable at a price of $ 0.01 per share and has an expiration date
of July 2028. At issuance, the fair value of the warrant was determined to be $ 0.2 million, based on the intrinsic value of the warrant
and the $ 0.01 per share exercise price. As the warrant is accounted for as an equity issuance cost, the fair value of the warrant was
recorded within additional paid-in capital on the Company's consolidated balance sheet. The warrant is not remeasured in future
periods as it meets the conditions for equity classification.

 Warrant Consideration

 In July 2023, in connection with the Mergers,
the Company issued 6,266,572 warrants to purchase Complete Solaria Common Stock to holders of Legacy Complete Solaria Redeemable Convertible
Preferred Stock, Legacy Complete Solaria Common Stock. The exercise price of the common stock warrants is $ 11.50 per share and the warrants
expire 10 years from the date of the Mergers. The warrant consideration was issued as part of the close of the Mergers and was recorded
within additional paid-in capital, net of the issuance costs of the Mergers. As of December 29, 2024, this warrant remains outstanding.
The warrant is not remeasured in future periods as it meets the conditions for equity classification.

 Ayna Warrant

 On June 17, 2024, a warrant to purchase shares of the Company's
common stock ("Ayna Warrant") was issued to Ayna. AI LLC ("Ayna") for the purchase of 6,000,000 shares of the Company's
common stock at an exercise price per share of $ 0.01, subject to the provisions and upon the terms and conditions set forth in the Ayna
Warrant. The Ayna Warrant expires on June 17, 2029. The issuance of the Ayna Warrant by the Company to Ayna is in satisfaction of the
compensation for services provided to the Company by Ayna under the terms of a statement of work ("Ayna SOW"), signed May
21, 2024 (and effective as of March 12, 2024), as incorporated into a master services agreement dated March 12, 2024. Under the Ayna SOW,
Ayna provides services in connection with the anticipated return of the Company to cash-flow positive performance. The Ayna Warrant became
fully exercisable for the 6,000,000 shares on September 9, 2024 and Anya exercised the Ayna Warrant in full for cash in January 2025.

 In lieu of exercising the Ayna Warrant for cash,
Ayna may from time to time convert the Ayna Warrant, in whole or in part, into a number of shares of the Company's common stock
determined by dividing (a) the aggregate fair market value of the shares of the Company's common stock or other securities otherwise
issuable upon exercise of the Ayna Warrant minus the aggregate warrant price of such shares of the Company's common stock by (b)
the fair market value ("Ayna Warrant FMV") of one share of the Company's common stock.

 If the Company's shares of common
stock are traded regularly in a public market, the Ayna Warrant FMV shall be the weighted average price for the 30 trading days ending
on the trading day immediately before Ayna delivers its notice of exercise to the Company. If the Company's shares of common stock
are not regularly traded in a public market, the Company's Board of Directors shall determine that the Ayna Warrant FMV in its reasonable
good faith judgment. The foregoing notwithstanding, if Ayna advises the Company's Board of Directors in writing that Ayna disagrees
with such determination, then the Company and Ayna shall promptly agree upon a reputable investment banking firm or a third party independent
appraiser to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the Board of
Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fee
and expenses shall be paid by Ayna.

 At issuance, the fair value of the Ayna Warrant
was determined to be $ 9.2 million, based on the intrinsic value of the Ayna Warrant and the $ 0.01 per share exercise price. As the Ayna
Warrant is accounted for as stock-based compensation under ASC 718, the Ayna Warrant is recorded within additional paid-in capital on
the consolidated balance sheets. The Ayna Warrant is not remeasured in future periods as it meets the conditions for equity classification.
As the Ayna statement of work period is different than the date of the warrant agreement, the differences in dates cause an accrued expense
for services rendered by Ayna. The Company recognized expenses incurred to date of $ 9.2 million for the fiscal year ended December 29,
2024, within General and administrative expenses on the Company's consolidated statement of operations. The full amount of the
Ayna Warrant, $ 9.2 million, was recorded within additional paid-in-capital as of December 29, 2024.

 F- 35

 Cantor Warrant

 In July 2024, the Company issued a warrant
("Cantor Warrant") to a third-party service provider to purchase 3,066,141 shares of the Company's common stock in exchange
for services provided in the issuance of the July 2024 Notes (refer to Note 15 – Borrowings
and Derivative Liabilities). The Cantor Warrant was immediately exercisable at a price of $ 1.68 per share and has an expiration date
in July 2029. At issuance, the fair value of the Cantor Warrant was determined to be $ 1.4 million, of which $ 0.9 million was recorded
as a debt discount and $ 0.5 million was attributable to the convertible notes issued in the Exchange Agreement and reduced the gain on
the troubled debt restructuring (refer to Note 15 – Borrowings and Derivative Liabilities).
The fair value of this warrant was derived using the Black-Scholes model with the following assumptions: expected volatility of 55 %; risk-free
interest rate of 4.2 %; expected term of 5 years; and no dividend yield. The fair value of this warrant was recorded within additional
paid-in capital on the Company's consolidated balance sheets and is not remeasured in future periods as it meets the conditions
for equity classification.

 (15) Borrowings and Derivative
Liabilities

 The Company's borrowings and derivative
liabilities consisted of the following (in thousands):

 As of

 2024

 2023

 July 2024 Notes

 $
 17,965

 $
 —

 July 2024 Notes derivative liability

 13,563

 —

 July 2024 Notes – related parties

 24,632

 —

 July 2024 derivative liability – related parties

 21,127

 —

 September 2024 Notes

 5,636

 —

 September 2024 Notes derivative liability

 55,474

 —

 September 2024 Notes – related party

 —

 September 2024 Notes – derivative liability – related party

 6,958

 —

 2018 Bridge Notes

 —

 11,031

 Revolver Loan

 1,500

 5,168

 Secured Credit Facility

 —

 12,158

 Polar Settlement Agreement

 —

 Total Notes payable

 147,331

 28,657

 Debt in CS Solis

 —

 33,280

 Total notes payable and convertible notes, net

 —

 61,937

 Less current portion

 ( 1,500
)

 ( 61,937
)

 Notes payable and convertible notes, net of current portion

 $
 145,831

 $
 —

 12% Senior Unsecured Convertible Notes

 In July 2024, the Company issued $ 46.0 million
of senior unsecured convertible notes ("July 2024 Notes") to various lenders. Of the July 2024 Notes, $ 18.0 million were issued
to a related party affiliated with the Company's Chief Executive Officer and a director, Rodgers Massey Revocable Living Trust,
$ 18.0 million were issued in exchange for the cancellation of indebtedness as discussed below of which $ 10.0 million were issued to Carlyle
which was also deemed to be a related party in the fiscal year ended December 29, 2024. The July 2024 Notes bear interest at 12 % per annum,
and the principal is payable in full at maturity on July 1, 2029. The interest is payable in cash on January 1 and July 1 of each year,
beginning on July 1, 2025. Upon default, principal and interest become immediately due and payable. The interest rate increases by 3 %
in the event of default. The July 2024 Notes are convertible into the Company's common stock at the option of the holder at a conversion
rate of $ 1.68 per share. Holders of July 2024 Notes may convert at any time. The July 2024 Notes may be declared due and payable at the
option of the holder upon event of default and upon a qualifying change of control event. The conversion option is required to be bifurcated
as a derivative liability, and the Company recorded a derivative liability of $ 28.7 million on the issuance date with a corresponding
debt discount. In connection with the issuance of the July 2024 Notes, the Company issued the Cantor Warrant, as described in Note 14
– Warrants, to purchase shares of the Company's common stock. At issuance, the Cantor Warrant had a fair value of $ 1.4 million,
of which $ 0.9 million was recorded as a debt discount, and $ 0.5 million was included in the calculation of the Company's gain on
the troubled debt restructuring, as discussed above. As of December 29, 2024, the carrying amount of the convertible July 2024 Notes inclusive
of the fair value of the derivative liability was $ 77.3 million, which reflects a derivative liability of $ 34.7 million and convertible
notes of $ 70.4 million, less an unamortized debt discount of $ 27.8 million.

 Interest expense recognized on the July 2024 Notes
was $ 2.8 million and zero in the fiscal years ended December 29, 2024 and December 31, 2023, respectively. Of the total interest expense,
related party interest expense was $ 1.7 million and zero in the fiscal years ended December 29, 2024 and December 31, 2023, respectively.
Debt discount expense recognized on the July 2024 Notes was $ 1.8 million and zero in the fiscal years ended December 29, 2024 and December
31, 2023, respectively. Of the total debt discount expense, related party expense was $ 1.1 million and zero in the fiscal years ended
December 29, 2024, and December 31, 2023, respectively. There are no financial covenants. The July 2024 Notes are not in default. However,
due to the Company's delayed filing of its Form 10K for the year ended December 29, 2024, the Company will be required to pay incremental
default interest of 0.5 % beginning April 16, 2025, which will cease upon the Company's filing of its Form 10K.

 F- 36

 The effective interest rate is 33.4 % and 31.7 %
on the July 2024 Notes' principal amounts of $ 28.0 million and $ 18.0 million, respectively.

 As of December 29, 2024, $ 1.3 million and $ 1.6
million of contingent interest which is payable upon default is included in the July 2024 Notes and July 2024 Notes - related parties,
respectively.

 7% Senior Unsecured Convertible Notes

 In September 2024, the Company issued $ 66.8 million of senior unsecured
convertible notes to various lenders (the "September 2024 Notes"), $ 4.0 million of which were issued to Rodgers Family Freedom
and Free Markets Charitable Trust ("Massey Charitable Trust"), a related party and $ 4.0 million were issued to Rodgers Massey
Revocable Living Trust (collectively with Massey Charitable Trust, "Massey Trusts"), also a related party. The September 2024
Notes bear interest at 7 % per annum, and the principal is payable in full at maturity on July 1, 2029. The interest is payable in cash
on January 1 and July 1 of each year, beginning on July 1, 2025. Upon default, principal and interest become immediately due and payable.
The September 2024 Notes are convertible into shares of the Company's common stock at the option of the holder at a conversion rate
of $ 2.14 per common share. Holders of September 2024 Notes may convert at any time. The September 2024 Notes may be declared due and payable
at the option of the holder upon event of default and upon a qualifying change of control event. The conversion option is required to
be bifurcated as a derivative liability, and the Company recorded a derivative liability of $ 91.5 million on the issuance date. As the
fair value of the derivative liability exceeds the proceeds received, the Company recorded a corresponding financing loss of $ 24.7 million
and debt discount for $ 66.8 million as of the issuance date. In December 2024, the Company issued an additional $ 13.0 million of September
2024 Notes for cash. The Company recognized a $ 10.9 million debt discount in connection with these additional proceeds.

 As of December 29, 2024, the carrying amount of
the September 2024 Notes inclusive of the fair value of the derivative liability was $ 68.5 million, which reflects a derivative liability
of $ 62.4 million and convertible notes of $ 79.8 million, less an unamortized debt discount of $ 73.7 million.

 Interest expense recognized on the September 2024
Notes was $ 1.4 million and zero in the fiscal years ended December 29, 2024 and December 31, 2023, respectively. Of the total interest
expense, related party interest expense was $ 0.2 million and zero in the fiscal years ended December 29, 2024 and 2023, respectively.
Debt discount expense recognized on the September 2024 Notes was $ 4.0 million and zero in the fiscal years ended December 29, 2024 and
December 31, 2023, respectively. Of the total debt discount expense, related party expense was $ 0.5 million and zero in the fiscal years
ended December 29, 2024, and December 31, 2023, respectively. There are no financial covenants. The September 2024 Notes are not in default.
However, due to the Company's delayed filing of its Form 10K for the year ended December 29, 2024, the Company will be required
to pay incremental default interest of 0.5 % beginning April 16, 2025, which will cease upon the Company's filing of its Form 10K.

 The effective interest rate is 27.6 % and 47.3 %
on the September 2024 Notes' principal amounts of $ 66.8 million and $ 13.0 million, respectively.

 Exchange Agreement

 On July 1, 2024, the Company entered into an Exchange
Agreement (the "Exchange Agreement") with Carlyle and Kline Hill (as defined below) providing for:

 (i)

 the cancellation of all indebtedness, inclusive of the CS Solis Debt, owed to Carlyle by the Company, termination of all debt instruments by and between the Company and Carlyle (through the transfer of Carlyle's interest in CS Solis, LLC, to the Company), and the satisfaction of all obligations owed to Carlyle by the Company under the terminated debt instruments;

 (ii)
 the issuance of a note for the principal amount of $ 10.0 million to Carlyle as part of the July 2024 Notes;

 (iii)

 the cancellation of all indebtedness owed to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline Hill Partners Opportunity IV SPV, LLC (collectively "Kline Hill"). by the Company, termination of all debt instruments by and between the Company and Kline Hill, including the 2018 Bridge Notes, the revolving loan and the secured credit facility, and the satisfaction of all obligations owed to Kline Hill by the Company under the terminated debt instruments;

 (iv)
 the issuance of a note for the principal amount of $ 8.0 million to Kline Hill as part of the July 2024 Notes; and

 (v)
 the issuance of 1,500,000 shares of common stock, par value $ 0.0001
per share, of the Company (the "Common Stock") to Kline Hill (the "Shares").

 2018 Bridge Notes

 In 2018, Solaria issued senior subordinated convertible
secured notes ("2018 Notes") totaling approximately $ 3.4 million in exchange for cash. The 2018 Notes were secured by
substantially all of the assets of Solaria, bore interest at the rate of 8 % per annum, and the investors were entitled to receive twice
the face value of the 2018 Notes at maturity. In connection with an amendment in 2021 to extend the maturity date of the 2018 Notes, Solaria
issued warrants to purchase shares of Series E-1 redeemable convertible preferred stock of Solaria. The warrants were exercisable immediately
in whole or in part at and expire on December 13, 2031. As part of the Business Combination with Complete Solar, the outstanding warrants
issued were assumed by the parent company, Complete Solaria.

 F- 37

 In December 2022, the Company entered into an
amendment to the 2018 Notes further extending the maturity date from December 13, 2022 to December 13, 2023 in exchange for an increased
repayment premium from 110 % to 120 % of the principal and accrued interest at the time of repayment. The amendment represented a troubled
debt restructuring as the Company was experiencing financial difficulty, and the amended terms resulted in a concession to the Company.
As the future undiscounted cash payments under the modified terms exceeded the carrying amount of the 2018 Notes on the date of modification,
the modification was accounted for prospectively. The incremental repayment premium was being amortized to interest expense using the
effective interest rate method.

 The 2018 Bridge Notes were settled as part of
the Exchange Agreement. In connection with the Exchange Agreement, the balance of the 2018 Bridge Notes was exchanged for the July 2024
Notes. In July 2024, the Company issued the principal amount of $ 8.0 million of its July 2024 Notes and 1,500,000 shares of the Company's
common stock in exchange for the cancellation of all indebtedness with Kline Hill. At the date of the cancellation, such indebtedness
was comprised of the 2018 Notes of $ 11.7 million, the portion of the Revolving Loan balance assigned to Kline Hill of $ 3.9 million, and
the Secured Credit Facility balance of $ 13.1 million. The Company concluded that the exchange represented a troubled debt restructuring
as the Company was experiencing financial difficulty, and the new terms of the July 2024 Notes resulted in a concession to the Company.
As the carrying amount of the debt exceeded the future undiscounted cash payments under the new terms on the date of the exchange, the
Company recorded a gain on the troubled debt restructuring of $ 9.8 million.

 Interest expense recognized on the 2018 Bridge
Notes was $ 0.7 million and $ 1.2 million, for the fiscal year ended December 29, 2024 and
December 31, 2023, respectively.

 Revolving Loan

 In October 2020, Solaria entered into a loan agreement
("SCI Loan Agreement") with Structural Capital Investments III, LP ("SCI").

 The SCI Loan Agreement was comprised of two facilities,
a term loan (the "Term Loan") and a revolving loan (the "Revolving Loan") (together "Original Agreement")
for $ 5.0 million each with a maturity date of October 31, 2023. The Term Loan was repaid prior to the acquisition of Solaria by Complete
Solar.

 The Revolving Loan had a term of thirty-six months,
with the principal due at the end of the term and an annual interest rate of 7.75 % or Prime rate plus 4.5 %, whichever was higher. The
SCI Loan Agreement required the Company to meet certain financial covenants relating to the maintenance of specified restricted cash balance,
achieve specified revenue targets and maintain specified contribution margins ("Financial Covenants") over the term of the
Revolving Loan. The Revolving Loan was collateralized by substantially all assets and property of the Company.

 Solaria had historically issued warrants to purchase
shares of Series E-1 redeemable convertible preferred stock of Solaria ("SCI Series E-1 warrants"). The warrants were fully
exercisable in whole or in part at any time during the term of the Original agreement. As part of the Business Combination with Complete
Solar, all the outstanding SCI Series E-1 warrants were assumed by the parent company, Complete Solaria.

 In October 2023, the Company entered into an Assignment
Agreement whereby Structural Capital Investments III, LP assigned the SCI debt to Kline Hill and Rodgers Massey Revocable Living Trust
for a total purchase price of $ 5.0 million. The Company identified this arrangement as a related party transaction, as discussed in Note
23 – Related Party Transactions. A portion of the SCI Revolving Loan was cancelled as part of the Exchange Agreement. In connection
with the Exchange Agreement, the principal amount of $ 3.5 million of the Revolving Loan was exchanged for the July 2024 Notes. The principal
portion of the Revolving Loan owing to the Rodgers Massey Revocable Living Trust of $ 1.5 million (plus accrued interest) remains outstanding
as of December 29, 2024. The outstanding amount is due on demand plus accrued interest.

 Interest expense recognized for the fiscal years
ended December 29, 2024 and December 31, 2023, was $ 0.5 million and $ 0.5 million, respectively. Related party interest was $ 0.2 million
in the year ended December 29, 2024. There are no financial covenants.

 Secured Credit Facility

 In December 2022, the Company entered into a secured
credit facility agreement with Kline Hill Partners IV SPV LLC and Kline Hill Partners Opportunity IV SPV LLC ("Secured Credit Facility").
The Secured Credit Facility agreement allowed the Company to borrow up to 70 % of the net amount of its eligible vendor purchase orders
with a maximum amount of $ 10.0 million at any point in time. The purchase orders were backed by relevant customer sales orders which served
as collateral. The amounts drawn under the Secured Credit Facility were eligible to be reborrowed provided that the aggregate borrowing
did not exceed $ 20.0 million. The repayment terms under the Secured Credit Facility were (i) the borrowed amount multiplied by 1.15x if
repaid within 75 days and (ii) the borrowed amount multiplied by 1.175x if repaid after 75 days. The Company could have repaid any borrowed
amount without premium or penalty. Under the original terms, the Secured Credit Facility agreement was due to mature in April 2023. The
Company set the balance outstanding as part of the Exchange Agreement, whereby the balance of $ 13.1 million of the Secured Credit Facility
was exchanged for the July 2024 Notes.

 The Secured Credit Facility outstanding was
 zero and $ 12.2 million, including accrued financing cost of $ 4.5 million as of December 29, 2024 and December 31, 2023,
respectively. The Company recognized interest expense of $ 1.0 million and $ 3.5 million related to the Secured Credit Facility during
the fiscal years ended December 29, 2024 and December 31, 2023, respectively.

 F- 38

 Polar Settlement Agreement

 In September 2023, in connection with the Mergers, the Company entered
into a settlement and release agreement with Polar Multi-Strategy Master Fund ("Polar") for the settlement of a working capital
loan that had been made by Polar to the Sponsor, prior to the closing of the Mergers. The settlement agreement required the Company to
pay Polar $ 0.5 million in ten equal monthly installments and did not accrue interest. The balance outstanding was $ 0.3 million as of December
31, 2023. The remaining balance owed to Polar was paid in full in the fiscal year ended December 29, 2024.

 Debt in CS Solis

 As part of the Reorganization described in Note
1(a) Organization - Description of Business, the Company received cash and recorded debt for an investment by Carlyle. The investment
was made pursuant to a subscription agreement, under which Carlyle contributed $ 25.6 million in exchange for 100 Class B Membership Units
of CS Solis and the Company contributed the net assets of Complete Solar, Inc. in exchange for 100 Class A Membership Units. The Class
B Membership Units were mandatorily redeemable by the Company on the three-year anniversary of the effective date of the CS Solis amended
and restated LLC agreement (February 14, 2025). The Class B Membership Units accrued interest that was payable upon redemption at a rate
of 10.5 % (which was structured as a dividend payable based on 25 % of the investment amount measured quarterly), compounded annually, and
subject to increases in the event the Company declared any dividends. In connection with the investment by Carlyle, the Company issued
to Carlyle a warrant to purchase 5,978,960 shares of the Company's common stock at a price of $ 0.01 per share, of which, the purchase
of 4,132,513 shares of the Company's common stock is immediately exercisable. The Company has accounted for the mandatorily redeemable
investment from Carlyle in accordance with ASC 480 and recorded the investment as a liability, which was accreted to its redemption value
under the effective interest method. The Company recorded the warrants as a discount to the liability.

 On July 17 and July 18, 2023, and in connection
with obtaining consent for the Mergers, Legacy Complete Solaria, FACT and Carlyle entered into an Amended and Restated Consent to the
Business Combination Agreement ("Carlyle Debt Modification Agreement") and an amended and restated warrant agreement ("Carlyle
Warrant Amendment"), which modified the terms of the mandatorily redeemable investment made by Carlyle in Legacy Complete Solaria.

 The Carlyle Debt Modification Agreement accelerated
the redemption date of the investment to March 31, 2024 subsequent to the modification. The acceleration of the redemption date of the
investment resulted in the total redemption amount to be 1.3 times the principal at December 31, 2023. The redemption amount increased
to 1.4 times the original investment as of March 31, 2024. Additionally, as part of the amendment, the parties entered into an amended
and restated warrant agreement. As part of the Carlyle Warrant Amendment, Complete Solaria issued Carlyle a warrant to purchase up to
 2,745,879 shares of Complete Solaria Common Stock at a price per share of $ 0.01, which is inclusive of the outstanding warrant to purchase
 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase
shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795%
of Complete Solaria's issued and outstanding shares of common stock, on a fully-diluted basis plus (b) on and after the date
that is ten (10) days after the date of the agreement, an additional 350,000 shares plus (c) on and after the date that is thirty
(30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares plus
(d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid,
an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. The warrants are classified
as liabilities under ASC 815 and are recorded within warrant liability on the Company's consolidated statements of operations and
comprehensive loss.

 The Company accounted for the modification of the long-term debt due
CS Solis as a debt extinguishment in accordance with ASC 480 and ASC 470. As a result of the extinguishment, the Company recorded a loss
on extinguishment, of $10.3 million, which is recorded within other income (expense), net in the consolidated statements of operations
and comprehensive loss in the fiscal year ended December 31, 2023. The Company had a liability of $ 33.3 million in short-term debt due
CS Solis on the consolidated balance sheet as of December 31, 2023. The Company recorded accretion of the liability as interest expense
of $ 7.2 million for the fiscal year ended December 31, 2023, and made payments of interest expense of $ 0.6 million during the fiscal year
ended December 31, 2023 Prior to the modification, during the fiscal years ended December 31, 2023 the Company recorded amortization of
issuance costs as interest expense of $ 0.7 million.

 F- 39

 The Company determined that the Carlyle was a related party beginning
in 2024. In July 2024, the Company issued $ 10.0 million of senior unsecured convertible notes in exchange for the cancellation of all
indebtedness with CS Solis of $ 37.2 million. The Company concluded that the exchange represented a troubled debt restructuring as the
Company was experiencing financial difficulty, and the new terms under the convertible notes resulted in a concession to the Company.
As the carrying amount of the debt exceeded the future undiscounted cash payments under the new terms on the date of the exchange, the
Company recorded a gain on the troubled debt restructuring of $ 12.5 million. The convertible notes have the same terms and conditions
as the other convertible notes issued in July 2024 described above.

 For the fiscal years ended December 29, 2024
and December 31, 2023, the Company recorded accretion of the liability as interest expense of $ 3.9 million and $ 2.7 million, respectively,
and made no payments of interest expense.

 For the fiscal years ended December 29, 2024
and December 31, 2023, the Company recorded amortization of issuance costs as interest expense of zero and $ 0.7 million, respectively.

 2022 Convertible Notes

 In connection with the Original
Business Combination Agreement, the Company raised a series of convertible notes ("2022 Convertible Notes") during the fiscal
year ended December 31, 2022 with an aggregate purchase price of $ 12.0 million, and during the fiscal year ended December 31, 2023 for
an additional total purchase price of $ 21.3 million. Of the $ 33.3 million 2022 Convertible Notes issued, $ 12.1 million was issued to five
related parties. Additionally, as part of the acquisition of Solaria, the Company assumed a note from an existing investor for its fair
value of $ 6.7 million. The note contained the same terms as the other 2022 Convertible Notes. The Company did not incur significant issuance
costs associated with the 2022 Convertible Notes. The 2022 Convertible Notes accrued interest at a rate of 5 % per annum. Immediately prior
to the closing of the Mergers, the 2022 Convertible Notes were converted into the number of shares of common stock of Complete Solaria
equal to (x) the principal amount together with all accrued interest of the 2022 Convertible Notes divided by 0.75, divided by (y) the
price of a share of common stock of Complete Solaria used to determine the conversion ratio in the Amended and Restated Business Combination
Agreement. This resulted in the issuance of 5,316,460 shares of Complete Solaria common stock to the noteholders and no debt remains outstanding
associated with the 2022 Convertible Notes as of December 31, 2023.

 The Company recognized interest expense of $ 0.7 million related to
the 2022 Convertible Notes during the fiscal year ended December 31, 2023. Of this interest expense, $ 0.4 million was with related parties.

 (16)

 SAFE Agreements

 First SAFE

 On January 31, 2024, the Company entered into a Simple Agreement for
Future Equity ("SAFE") (the "First SAFE") with the Rodgers Massey Freedom and Free Markets Charitable Trust (the
"Purchaser"), a related party, affiliated with Thurman J. Rodgers, the Company's Chief Executive Officer and a director,
in connection with the Purchaser investing $1.5 million in the Company. The First SAFE did not accrue interest. The First SAFE was initially
convertible into shares of the Company's common stock, par value $0.0001 per share, upon the closing of a bona fide transaction
or series of transactions with the principal purpose of raising capital, pursuant to which the Company would have issued and sold shares
of its common stock at a fixed valuation (an "Equity Financing"), at a per share conversion price which was equal to the lower
of (i) (a) $53.54 million divided by (b) the Company's capitalization immediately prior to such Equity Financing (such conversion
price, the "SAFE Price"), and (ii) 80% of the price per share of its common stock sold in the Equity Financing. If the Company
consummated a change of control prior to the termination of the First SAFE, the Purchaser would have been automatically entitled to receive
a portion of the proceeds of such liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of
shares of common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) the Company's capitalization immediately
prior to such liquidity event (the "Liquidity Price"), subject to certain adjustments as set forth in the First SAFE. The
First SAFE was convertible into a maximum of 1,431,297 shares of the Company's common stock, assuming a per share conversion price
of $1.05, which is the product of (i) $1.31, the closing price per share of the Company's common stock on January 31, 2024, multiplied
by (ii) 80%.

 F- 40

 On April 21, 2024, the Company entered into an amendment ("First
SAFE Amendment") that converted the First SAFE investment of $1.5 million into 4,166,667 shares of the Company's common stock
based on a conversion price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price
of the Company's common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE
Agreement of $1.5 million, a credit to Additional paid-in-capital of $1.9 million and recognized expense of $0.4 million within Other
income (expense), net in its consolidated statement of operations for the fiscal year ended December 29, 2024.

 Second SAFE

 On February 15, 2024, the Company entered into
a second SAFE (the "Second SAFE") with the Purchaser, in connection with the Purchaser investing $3.5 million in the Company.
The Second SAFE did not accrue interest. The Second SAFE was initially convertible into shares of the Company's common stock upon
the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i) the Second SAFE Price,
and (ii) 80% of the price per share of the Company's common stock sold in the Equity Financing. If the Company consummated a change
of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal
to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of the Company's common stock equal to $3.5
million divided by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible
into a maximum of 3,707,627 shares of the Company's common stock, assuming a per share conversion price of $0.94, which is the product
of (i) $1.18, the closing per share price of its common stock on February 15, 2024, (ii) 80%.

 On April 21, 2024, the Company entered into an amendment ("Second
SAFE Amendment") that converted the Second SAFE investment of $3.5 million into 9,722,222 shares of the Company's common stock
based on a conversion price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price
of the Company's common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE
Agreement of $3.5 million, a credit to Additional paid-in-capital of $4.4 million and recognized expense of $0.9 million within Other
income (expense), net in its consolidated statement of operations for the fiscal year ended December 29, 2024.

 Third SAFE

 On May 13, 2024, the Company entered into a third
SAFE (the "Third SAFE") with the Purchaser, in connection with the Purchaser investing $1.0 million in the Company. The Third
SAFE is convertible into shares of the Company's common stock upon the initial closing of a bona fide transaction or series of transactions
with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its common stock in an Equity
Financing, at a per share conversion price which is equal to 50% of the price per share of the Company's common stock sold
in the Equity Financing. If the Company consummates a change of control prior to the termination of the Third SAFE, the Purchaser will
be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments
as set forth in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company's common stock,
assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Company's common stock
on May 13, 2024, multiplied by (ii) 50%. Given that the SAFE could be settled in cash or a variable number of shares, the Company has
accounted for the instrument as a liability at its fair value.

 As of December 29, 2024, the Company estimated
the fair value of the Third SAFE at $ 0.4 million based upon the assumptions disclosed in Note 5
– Fair Value Measurements.

 F- 41

 (17) Stock-Based Compensation

 In July 2023, the Company's board of directors
adopted and stockholders approved the 2023 Incentive Equity Plan (the "2023 Plan"). The 2023 Plan became effective immediately
upon the closing of the Amended and Restated Business Combination Agreement. Initially, a maximum number of 8,763,322 shares of Complete
Solaria Common Stock may be issued under the 2023 Plan. In addition, the number of shares of Complete Solaria Common Stock reserved for
issuance under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January
1, 2033, in an amount equal to the lesser of (1) 4 % of the total number of shares of Complete Solaria's Common Stock outstanding
on December 31 of the preceding year, or (2) a lesser number of shares of Complete Solaria Common Stock determined by Complete Solaria's
Board prior to the date of the increase. The maximum number of shares of Complete Solaria Common Stock that may be issued on the exercise
of incentive stock options ("ISOs") under the 2023 Plan is three times the number of shares available for issuance upon the
2023 Plan becoming effective (or 26,289,966 shares).

 Historically, awards were granted under the Amended
and Restated Complete Solaria Omnibus Incentive Plan ("2022 Plan"), the Complete Solar 2011 Stock Plan ("2011 Plan"),
the Solaria Corporation 2016 Stock Plan ("2016 Plan") and the Solaria Corporation 2006 Stock Plan ("2006 Plan")
(together with the Complete Solaria, Inc. 2023 Incentive Equity Plan ("2023 Plan"), "the Plans").

 Under the Plans, the Company has granted service-based
stock options and restricted stock units ("RSUs"). Compensation expense for stock options under the Company's cliff
vesting schedule is generally recognized equally over the vesting period of five years. RSUs granted during the fiscal year ended December
29, 2024 are also generally recognized under the cliff vesting schedule that is recognized equally over the vesting period of five years.

 The information below summarizes the stock option activity under the
Plans.

 Shares

 Weighted
 Average
 Exercise
 Price per
 Share

 Weighted
 Average
 Contractual
 Term
 (Years)

 Aggregate
 Intrinsic
 Value

 Outstanding—December 31, 2023

 11,716,646

 $
 3.48

 8.53

 $
 2,756

 Options granted

 6,121,251

 0.93

 Options exercised

 ( 398,883
)

 0.77

 Options canceled

 ( 7,441,781
)

 0.17

 Outstanding—December 29, 2024

 9,997,233

 2.77

 5.29

 6,356

 Vested and expected to vest— December 29, 2024

 9,997,233

 2.77

 5.29

 6,356

 Vested and exercisable— December 29, 2024

 4,264,705

 3.54

 3.75

 1,857

 The information below summarizes the RSU activity.

 Number
 of RSUs

 Weighted
 Average
 Grant Date
 Fair Value

 Unvested at December 31, 2023

 58,097

 $
 2.07

 Granted

 2,593,097

 1.78

 Vested and released

 ( 669,059
)

 1.73

 Cancelled or forfeited

 —

 —

 Unvested at December 29, 2024

 1,982,135

 1.79

 The aggregate fair value of the Company's stock options vested
during 2024 and 2023 was $ 1.9 million and $ 3.8 million, respectively.

 F- 42

 Determination of Fair Value

 The Company estimated the grant-date fair value
of stock options using the Black-Scholes-Merton option-pricing model. The determination of the fair value of each stock award using this
option-pricing model is affected by the Company's assumptions regarding a number of complex and subjective variables. These variables
include, but are not limited to, the expected stock price volatility over the term of the awards. Stock-based compensation is measured
at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service
period, which is generally the vesting period of the respective award.

 The following assumptions were used to calculate the fair value of
stock-based compensation:

 2024

 2023

 Expected term (in years)

 5.00 – 6.32

 5.50 – 6.32

 Expected volatility

 58.45 % - 62.39
 %

 77.0
 %

 Risk-free interest rate

 3.81 % – 4.71
 %

 1.7 % – 4.7
 %

 Expected dividends

 0.0
 %

 0.0
 %

 Expected term — The Company uses the simplified method to calculate the expected term
of stock option grants to employees as the Company does not have sufficient comparable historical exercise data to provide a reasonable
basis upon which to estimate the expected term of stock options granted to employees. The expected term equals the arithmetic average
of the vesting term and the original contractual term of the option (generally 10 years).

 Expected volatility — Due to the
Company's limited operating history and a lack of company specific historical and implied volatility data, the Company has based
its estimate of expected volatility on the historical volatility of a group of peer companies that are publicly traded. The historical
volatility data was computed using the daily closing prices for the selected companies' shares during the equivalent period of the
calculated expected term of the stock-based awards.

 Risk-free interest rate — The risk-free
rate assumption is based on U.S. Treasury instruments with maturities similar to the expected term of the Company's stock options.

 Expected dividends — The Company
has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated
the dividend yield to be zero.

 Fair value of common stock — Prior
to the Mergers, fair value of the shares of common stock underlying the stock-based awards has historically been determined by the Board
of Directors, with input from management. Because there has been no public market for the Company's common stock prior to the Mergers,
the Board of Directors has determined the fair value of the common stock on the grant-date of the stock-based award by considering a
number of objective and subjective factors. Such factors include a valuation of the Company's common stock performed by an unrelated
third-party specialist, valuations of comparable companies, sales of the Company's redeemable convertible preferred stock to unrelated
third-parties, operating and financial performance, the lack of liquidity of the Company's capital stock, as well as general and
industry-specific economic outlooks. For financial reporting purposes, the Company considers the amount of time between the valuation
date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two
valuation dates. The determination included an evaluation of whether the subsequent valuation indicated that any significant change in
valuation had occurred between the previous valuation and the grant date.

 Subsequent to the Mergers, the fair value of the shares of common stock
underlying the stock-based awards is based on the price of the Company's common stock in the open market on the date of the grant.

 F- 43

 Stock-based compensation expense

 The following table summarizes stock-based compensation
expense and its allocation within the accompanying consolidated statements of operations and comprehensive loss (in thousands):

 2024

 2023

 $

 $

 2,312

 2,252

 Loss from discontinued operations, net of tax

 —

 2,376

 Total stock-based compensation expense

 $
 3,067

 $
 5,199

 As of December 29, 2024, there was a total of $ 15.1 million and $ 4.2
million unrecognized stock-based compensation costs related to service-based options and RSUs, respectively. Such compensation cost is
expected to be recognized over a weighted-average period of approximately 2.2 years and 4.7 years, respectively.

 In 2024 and 2023, the Company's board of
directors approved the modification to accelerate the vesting of 788,192 and 52,167 options, respectively, for employees that were terminated.
Additionally, the board of directors approved an extension of the post termination exercise period for 4,343,172 and 280,412 vested options
of terminated employees in the years ended December 29, 2024, and December 31, 2023, respectively. In connection with the modifications,
the Company recorded incremental stock-based compensation expense of $ 0.7 million and $ 0.1 million in the fiscal years ended December
29, 2024, and December 31, 2023, respectively.

 (18) Employee Stock Purchase Plan

 The Company adopted the Employee Stock Purchase Plan (the "ESPP
Plan") in connection with the consummation of the Mergers in July 2023. All qualified employees may voluntarily enroll to purchase
the Company's common stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock
of the offering periods or the applicable purchase date. As of December 29, 2024, 2,628,996 shares were reserved for future issuance under
the ESPP Plan.

 (19)
Commitments and Contingencies

 Leases

 The Company leases its facilities under non-cancelable
operating lease agreements. The Company leases vehicles under finance lease agreements. Operating and financing lease activity for the
fiscal years ended December 29, 2024 and 2023 is as follows (dollars in thousands):

 2024

 2023

 Lease cost

 Finance lease cost:

 Amortization of right-of-use assets

 $

 $
 —

 Interest on lease liabilities

 —

 —

 Operating lease cost

 1,003

 1,380

 Variable lease cost

 -

 Total lease cost

 $
 1,633

 $
 1,722

 Other information

 Cash paid for amounts included in the measurement of lease liabilities

 Finance leases

 $

 $
 —

 Operating leases

 1,039

 1,047

 Weighted-average remaining lease term (in years):

 Finance leases

 —

 Operating leases

 2.5

 2.48

 Weighted-average discount rate:

 Finance Leases

 %

 —

 %

 Operating leases

 9.5
 %

 15.57
 %

 F- 44

 Future minimum lease payments under non-cancellable
leases are as follows as of December 29, 2024 (in thousands):

 Finance

 Leases

 Operating

 Leases

 Fiscal year ending

 2025

 $
 2,285

 $
 1,687

 2026

 1,749

 1,605

 2027

 Total undiscounted liabilities

 4,281

 4,093

 Less: imputed interest

 ( 352
)

 ( 413
)

 Total lease liabilities

 $
 3,929

 $
 3,680

 As of December 29, 2024, the Company's
consolidated balance sheet classified the current portion of finance lease liabilities of $ 2.1 million and operating lease liabilities
of $ 1.4 million within Accrued expenses and other current liabilities and the noncurrent portion of finance lease liabilities of $ 1.8
million and operating lease liabilities of $ 2.3 million within Other long-term liabilities.

 Warranty
Provision

 Activity by period relating to the Company's
warranty provision was as follows (in thousands):

 2024

 2023

 Warranty provision, beginning of period

 $
 4,849

 $
 3,981

 Warranty liability from Business Combination

 —

 Accruals for new warranties issued

 2,968

 Settlements

 ( 158
)

 ( 2,100
)

 Warranty provision, end of period

 $
 5,968

 $
 4,849

 Warranty provision, current

 $
 2,531

 $
 1,433

 Warranty provision, noncurrent

 3,437

 3,416

 Indemnification Agreements

 From time to time, in its normal course of business,
the Company may indemnify other parties, with which it enters into contractual relationships, including customers, lessors, and parties
to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that
could arise from breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum
potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved
in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. In the opinion of
management, any liabilities resulting from these agreements will not have a material adverse effect on the business, financial position,
results of operations, or cash flows of the Company.

 Legal Matters

 The Company is a party to various legal proceedings
and claims which arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred
and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range
of loss can be reasonably estimated, the Company discloses the reasonably possible loss. The Company adjusts its accruals to reflect the
impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.
Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company is not aware of any matters that may have
a material adverse effect on the Company's business, financial position, results of operations, or cash flows. The Company has recorded
$ 7.7 million and $ 7.7 million as a loss contingency in accrued expenses and other current liabilities on its consolidated balance sheets
as of December 29, 2024 and December 31, 2023, respectively.

 F- 45

 SolarPark Litigation

 In January 2023, SolarPark Korea Co., LTD ("SolarPark")
demanded approximately $ 80.0 million during discussions between the Company and SolarPark. In February 2023, the Company submitted its
statement of claim seeking approximately $ 26.4 million in damages against SolarPark. The ultimate outcome of this arbitration is currently
unknown and could result in a material liability to the Company. However, the Company believes that the allegations lack merit and intends
to vigorously defend all claims asserted. No liability has been recorded in the Company's consolidated financial statements as the
likelihood of a loss is not probable at this time.

 On March 16, 2023, SolarPark filed a complaint
against Solaria and the Company in the U.S. District Court for the Northern District of California ("the court"). The complaint
alleges a civil conspiracy involving misappropriation of trade secrets, defamation, tortious interference with contractual relations,
inducement to breach of contract, and violation of California's Unfair Competition Law. The complaint indicates that SolarPark has
suffered in excess of $ 220.0 million in damages.

 On May 11, 2023, SolarPark filed a motion for
preliminary injunction to seek an order restraining the Company from using or disclosing SolarPark's trade secrets, making or selling
shingled modules other than those produced by SolarPark, and from soliciting solar module manufacturers to produce shingled modules using
Solaria's shingled patents. On May 18, 2023, the Company responded by filing a motion for partial dismissal and stay. On June 1,
2023, SolarPark filed an opposition to the Company's motion for dismissal and stay and a reply in support of their motion for preliminary
injunction. On June 8, 2023, the Company replied in support of its motion for partial dismissal and stay. On July 11, 2023, the court
conducted a hearing to consider SolarPark and the Company's respective motions. On August 3, 2023, the court issued a ruling, which
granted the preliminary injunction motion with respect to any purported misappropriation of SolarPark's trade secrets. The court's
ruling does not prohibit the Company from producing shingled modules or from utilizing its own patents for the manufacture of shingled
modules. The court denied SolarPark's motion seeking a defamation injunction. The court denied the Company's motion to dismiss
and granted the Company's motion to stay the entire litigation pending the arbitration in Singapore. On September 1, 2023, the Company
filed a Limited Notice of Appeal to appeal the August 2023 order granting SolarPark's motion for preliminary injunction. On September
26, 2023, Solaria filed a Notice of Withdrawal of Appeal and will not appeal the Court's Preliminary Injunction Order. Between August
2023 and March 2024, the parties were engaged in discovery negotiations and the Company produced documents to SolarPark. The Company produced
its last set of documents on March 14, 2024. Since then, SolarPark has been reviewing the documents, and the case has remained stayed.

 No liability has been recorded in the Company's
consolidated financial statements as the likelihood of a loss is not probable at this time.

 Siemens Litigation

 On July 22, 2021, Siemens Government Technologies,
Inc. ("Siemens Government Technologies") filed a lawsuit against Solaria Corporation in Fairfax Circuit Court (the "Court")
in Fairfax, Virginia. On July 27, 2023, Siemens Government Technologies, moved to amend the complaint to add Siemens Industry Inc. as
a co-plaintiff. This motion was granted on August 25, 2023. On October 23,2023, Siemens Government Technologies and Siemens Industry Inc.
(collectively, "Siemens") and Solaria Corporation stipulated to add Solar CA, LLC as a co-defendant. Solaria Corporation and
Solar CA, LLC (collectively, the "Subsidiaries") are both wholly-owned subsidiaries of Complete Solaria, Inc. In the lawsuit,
Siemens alleged that the Subsidiaries breached express and implied warranties under a purchase order that Siemens placed with the Subsidiaries
for a solar module system. Siemens claimed damages of approximately $ 6.9 million, inclusive of amounts of the Subsidiaries' indemnity
obligations to Siemens, plus attorneys' fees.

 F- 46

 On February 22, 2024, the Court issued an order
against the Subsidiaries which awarded Siemens approximately $ 6.9 million, inclusive of the amounts of the Subsidiaries' indemnity
obligations to Siemens, plus attorney's fees, the amount of which would be determined at a later hearing. On March 15, 2024, Siemens
filed a motion seeking to recover $ 2.67 million for attorneys' fees, expenses, and pre-and post-judgment interest. The Company opposed
Siemens' motion for attorneys' fees, expenses, and pre- and post-judgment interest on April 5, 2024. On June 17, 2024, the
Court entered a final order which awarded Siemens a total of $ 2.0 million in attorneys' fees and costs. The Company has appealed
these judgments.

 In addition to the above, on August 19, 2024, Siemens applied for the
enforcement to a sister state judgment in the Superior Court of Alameda, California and the court entered a judgement in favor of Siemens.
On December 9, 2024, Siemens moved to amend the judgment to add Complete Solaria, Inc. as a judgement debtor. The subsidiaries opposed
the Siemens motion. The court heard the motion by submission on April 3, 2025, but has not yet issued a ruling.

 The Company recognized $ 6.9 million as a legal
loss related to this litigation in 2023, and in 2024, the Company recorded an additional accrual for $ 2.0 million for attorneys'
fees, expenses, and pre-judgment interest, in accrued expenses and other current liabilities within its consolidated balance sheet as
of December 29, 2024. This legal loss was recognized in loss from discontinued operations, net of tax on the consolidated statements of
operations and comprehensive loss. The Company recorded a liability of $ 6.9 million as a legal loss related to this litigation, excluding
amounts for attorneys' fees and costs, in accrued expenses and other current liabilities within its consolidated balance sheets
at each of December 29, 2024 and December 31, 2023.

 Letters of Credit

 The Company had $ 3.5 million of outstanding letters
of credit related to normal business transactions as of December 29, 2024. These agreements require the Company to maintain specified
amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. As discussed in Note 2 –
Summary of Significant Accounting Policies, the cash collateral in these restricted cash accounts was $ 3.8 million as of December 29,
2024 and December 31, 2023, respectively.

 (20) Income Taxes

 The Company's loss
from continuing operations before provision for income taxes for the fiscal years ended December 29, 2024 and December 31, 2023,
was as follows (in thousands):

 2024

 2023

 Domestic

 $
)

 $
 ( 94,222
)

 Foreign

 —

 ( 1,995
)

 Total

 $
)

 $
 ( 96,217
)

 F- 47

 The following is a reconciliation of the Company's income tax
applied at the federal statutory income tax rate compared to the income tax provision in its consolidated statements of operations for
continuing operations. Certain prior year amounts have been reclassified to conform to the current year presentation (in thousands):

 2024

 2023

 Statutory federal income tax

 $
 ( 11,433
)

 $
 ( 20,206
)

 State income taxes, net of federal tax benefits

 ( 2,444
)

 7,833

 Stock compensation

 1,102

 Fair value adjustments

 ( 980
)

 ( 5,540
)

 Nondeductible items

 1,332

 Debt extinguishment

 ( 6,571
)

 2,171

 Foreign earnings taxed at different rates

 —

 Forward purchase agreements

 —

 9,780

 Effect of changes in tax rates

 —

 Prior year adjustments

 2,058

 —

 Valuation allowance

 16,171

 3,145

 Other

 1,600

 Tax Provision

 $
 —

 $
 ( 20
)

 Significant components of our deferred tax assets and liabilities are
as follows. Certain prior year amounts have been reclassified to conform to the current year presentation (in thousands):

 As of

 2024

 2023

 Deferred income tax assets

 Net operating loss

 $
 34,749

 $
 17,957

 Debt derivatives

 24,591

 —

 Bad debt reserve

 2,799

 Stock based compensation

 3,060

 Lease liability

 1,512

 Other reserves

 3,381

 3,764

 Interest expense carryover

 7,005

 5,503

 Intangibles

 1,279

 Capitalized research and development

 Other

 3,336

 5,827

 Total

 77,560

 39,760

 Valuation allowance

 ( 55,714
)

 ( 38,407
)

 Net deferred tax assets

 21,846

 1,353

 Deferred income tax liabilities

 Convertible loan discount

 ( 19,175
)

 ( 759
)

 Other

 ( 2,671
)

 ( 594
)

 Total deferred tax liabilities

 ( 21,846
)

 ( 1,353
)

 Net deferred tax assets

 $
 —

 $
 —

 F- 48

 Management regularly assess its ability to realize
deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected
future taxable income on a jurisdiction by jurisdiction basis. In the event that the Company changes its determination as to the amount
or realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income
taxes in the period in which such determination is made. The Company's management believes that, based upon a number of factors,
it is more likely than not that all or some portion of the deferred tax assets will not be realized. Accordingly, for the fiscal years
ended December 29, 2024, and December 31, 2023, the Company provided a valuation allowance against its U.S. net deferred tax assets of
$ 55.7 million and $ 38.4 million, respectively. The valuation allowance increased by $ 17.3 million in the year ended December 29, 2024.

 As of December 29, 2024, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 127.3 million and $ 106.7 million, respectively. Excluding $ 111.5 million of federal net operating losses which carryforward indefinitely, the net operating loss carryforwards will expire between 2030 and 2044.

 The Internal Revenue Code ("IRC")
of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an "ownership change"
of a corporation. Accordingly, a company's ability to use net operating losses may be limited as prescribed under IRC Section 382.
Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are
not limited to, a cumulative ownership change of more than 50 % over a three-year period. Utilization of the federal and state net operating
losses may be subject to substantial annual limitation due to the ownership change limitations provided by IRC Section 382 and similar
provisions. Such limitations may result in the expiration of these carryforwards before their utilization. The Company's acquired
net operating loss carryforwards have been reduced based on the estimated amount which will be lost due to these limitations. If the Company
has experienced subsequent ownership changes, our losses may be further limited, which may result in the expiration of net operating losses
before utilization. To date, Company has not yet completed a Section 382 ownership change analysis. During the current year, the Company
has undergone restructuring and strategic transformation, including the completion of the SunPower businesses. As a result of this change
in facts and lack of certainty regarding the acquired losses of the legacy Solaria business, the Company has written off the remaining
acquired net operating losses as the Company does not intend to pursue the potential tax benefits as it believes those benefits will be
lost due to continuation of business enterprise rules. As a result, the corresponding uncertain tax position is also reversed as the Company
does not intend to pursue utilization of those attributes.

 The Company files income tax returns in the
 U.S for federal and various state jurisdictions as well as foreign jurisdictions each of which have varying statutes of limitations.
 The Company is in the process of filing returns for prior years, and the penalties related to the delinquent filings are not
 material. Due to the history of losses, the Company's tax years remain open for examination by all tax authorities since
 inception. The Company is not currently under examination in any tax jurisdictions.

 The Company has unrecognized tax benefit of zero
and $ 53.1 million at December 29, 2024 and December 31, 2023, respectively. The reversal of the uncertain tax benefits would not affect
the Company's effective tax rate to the extent that it continues to maintain a full valuation allowance against its deferred tax
assets. As outlined above, the reduction in the uncertain tax positions during the current period is a result of the Company's decision
to forgo the right to certain acquired attributes for which the Company does not intend to claim any tax benefits.

 The Company applies the provisions set forth
in FASB ASC Topic 740, Income Taxes, to account for the uncertainty in income taxes. In the preparation of income tax returns in federal
and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of income tax laws.

 The following is a tabular reconciliation of the
total amounts of unrecognized tax benefits (in thousands):

 2024

 2023

 Unrecognized tax benefits as of beginning of year

 $
 53,153

 $
 1,335

 Increases related to prior year tax positions

 —

 Increases related to current year tax positions

 —

 51,813

 Decreases related to prior year tax positions

 ( 53,153
)

 —

 Unrecognized tax benefits as of end of year

 $
 —

 $
 53,153

 The Company recognizes interest and penalties
related to unrecognized tax benefits within the income tax expense line in the statements of operations and comprehensive loss. Accrued
interest and penalties are included as part of income tax payable in the consolidated balance sheets. No accrued interest or penalties
have been recorded for the fiscal years ended December 29, 2024 and December 31, 2023.

 The Company has not provided U.S. income or foreign
withholding taxes on the undistributed earnings of its foreign subsidiary as of December 29, 2024 and December 31, 2023, because it intends
to permanently reinvest such earnings outside of the U.S. If these foreign earnings were to be repatriated in the future, the related
U.S. tax liability will be immaterial, due to the participation exemption put in place under the 2017 Tax Cuts and Jobs Act.

 (21) Basic and Diluted Net Loss Per Share

 The Company uses the two-class method to calculate
net loss per share. No dividends were declared or paid for the fiscal years ended December 29, 2024 and December 31, 2023.

 F- 49

 The following table sets forth the computation of the Company's
basic and diluted net loss per share attributable to common stockholders for the fiscal years ended December 29, 2024 and December 31,
2023 (in thousands, except share and per share amounts):

 2024

 2023

 Numerator for basic loss per share:

 Net loss from continuing operations

 $
)

 $
 ( 96,197
)

 Net loss from discontinued operations

)

 ( 25,853
)

 Impairment loss from discontinued operations

 —

 ( 147,505
)

)

)

 Numerator for diluted loss per share

 Impact of September 2024 Notes derivative liability and interest expense, net of tax

 ( 35,886
)

 —

 $
 ( 92,337
)

 $
)

 Denominator:

 Weighted average shares:

 Denominator for basic loss per share

 66,655,837

 24,723,370

 Effect of dilutive securities:

 September 2024 Notes derivative liability

 9,137,711

 —

 Denominator for diluted loss per share

 75,793,548

 24,723,370

 Net loss per share:

 Continuing operations – basic

 $
 ( 0.82
)

 $
 ( 3.89
)

 Discontinued operations - basic

 ( 0.03
)

 ( 1.05
)

 Net loss - basic

 $
 ( 0.85
)

 $
 ( 4.94
)

 Continuing operations – diluted

 $
 ( 1.19
)

 $
 ( 3.89
)

 Discontinued operations – diluted

 ( 0.03
)

 ( 1.05
)

 Net loss – diluted

 $
 ( 1.22
)

 $
 ( 4.94
)

 The computation of basic net loss per share attributable
to common stockholders is inclusive of warrants with an insignificant exercise price. The Company's calculation of the
weighted average shares outstanding is inclusive of 3,427,324 warrants with an insignificant exercise price (which assumes that the warrants
were outstanding as of the beginning of the period or the date of the grant, whichever is earlier) for the fiscal year ended December
29, 2024. The computation of diluted net loss per share attributable to common stockholders is inclusive of the impact of the Company's
September 2024 Notes (which were dilutive) using the if-converted method for the year ended December 29, 2024. The computation of basic
and diluted net loss per share attributable to common stockholders is the same for the fiscal year ended December 31, 2023 because the
inclusion of potential shares of common stock would have been anti-dilutive.

 The following table presents the potential common
shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because
including them would have been anti-dilutive:

 2024

 2023

 Common stock warrants

 25,434,069

 23,024,556

 Convertible notes

 27,364,717

 —

 Stock options and RSUs issued and outstanding

 11,979,368

 11,774,743

 Potential common shares excluded from diluted net loss per share

 64,778,154

 34,799,299

 F- 50

 (22) Segment Information

 The segment information is presented on a basis
that is consistent with the Company's internal management reporting. The Company's Chief Executive Officer ("CEO")
is the Chief Operating Decision Maker ("CODM"). The CODM manages the Company and report financial results based on two reportable
segments which are the same as our operating segments. CODM evaluates the performance of these reportable segments and allocates resources
to make operating decisions based on certain financial information, including segmented internal income/(loss) from continuing operations
prepared on a basis consistent with U.S. GAAP. The measurement criteria is based on their operating revenue and operating income (loss)
and excluding any corporate costs which are not allocatable to the operating segments. The CODM's measurement criteria does not
include segment assets. During the periods presented, the Company reported its financial performance through the following two reportable
segments; Residential Solar Installation and New Homes Business.

 Residential Solar Installation.
This segment performs solar system, storage and battery installations for residential homeowners.

 New Homes Business. This segment
is new in fiscal year 2024 as a result of the SunPower Acquisition which occurred in the fourth quarter of fiscal 2024. The Company developed
a method to allocate direct expenses for the respective reportable segments. This segment performs solar system installations for new
home builders.

 Fiscal Year Ended December 29, 2024

 Residential
 Solar
 Installation

 New Homes
 Business

 Total

 Operating revenues

 $
 67,460

 $
 41,282

 $

 Less:

 45,266

 23,974

 69,240

 Sales commissions

 23,388

 1,202

 24,590

 6,827

 —

 6,827

 General and administrative (1)

 9,805

 3,232

 13,037

 Operating income (loss)

 ( 17,826
)

 12,874

 ( 4,952
)

 Reconciliation of segment loss from continuing operations before income taxes:

 Unallocated amounts:

 General corporate expense

 —

 —

 ( 63,557
)

 Interest expense

 —

 —

 ( 16,223
)

 Interest income

 —

 —

 Other income (expense), net

 —

 —

 7,932

 Gain on troubled debt restructuring

 —

 —

 22,337

 Loss from continuing operations before taxes

 $
 —

 $
 —

 $
)

 (1)
 For the year ended December 29, 2024, depreciation and amortization
expense was $ 2.6 million and $ 0.1 million for the Residential Solar Installation and New Homes Business reportable segments, respectively.

 F- 51

 Fiscal Year Ended December 31, 2023

 Residential
 Solar
 Installation

 New Homes
 Business

 Total

 Operating revenues

 $

 $
 —

 $

 Less:

 —

 Sales commissions

 —

 6,920

 —

 6,920

 General and administrative (1)

 —

 Operating income (loss)

 ( 52,358
)

 —

 ( 52,358
)

 Reconciliation of segment loss from continuing operations before income taxes:

 Unallocated amounts:

 General corporate expense

 —

 —

 —

 Interest expense

 —

 —

 ( 14,033
)

 Interest income

 —

 —

 Other income (expense), net

 —

 —

 ( 29,862
)

 Gain on troubled debt restructuring

 —

 —

 —

 Loss from continuing operations before taxes

 $
 —

 $
 —

 $
 ( 96,217
)

 (1)
 For the year ended December 31, 2023, depreciation and amortization
expense was $ 0.9 million for the Residential Solar Installation reportable segment.

 Assets by segment are as follows (in thousands):

 As of

 2024

 2023

 Residential Solar Installation

 $
 66,145

 $
 47,322

 78,321

 —

 Total assets

 $
 144,466

 $
 47,322

 (23) Related Party Transactions

 Refer to the following notes to the Company's
consolidated financial statements for details regarding the related party transactions entered into by the Company; Note 1(a) –
Description of Business; Note 3 – Reverse Recapitalization, Note 6 – Forward Purchase Agreements, Note 12 – Other Income
(Expense), Net; Note 15 – Borrowings and Derivative Liabilities and Note 16 – SAFE Agreements. All other related party transactions
are described herein.

 In December 2023, the Company entered into separate
common stock purchase agreements with the Rodgers Massey Freedom and Free Markets Charitable Trust and the Rodgers Massey Revocable Living
Trust, each a related party affiliated with Thurman J. Rodgers, the Company's Chief Executive Officer and a director, for
an aggregate purchase price of $ 5.0 million.

 The Company determined that SameDay Solar became
a related party in fiscal 2024 with which the Company does business. Revenue, cost of revenue and commission expense with SameDay Solar
were $ 1.6 million and $ 0.6 million and $ 1.2 million for the fiscal year ended December 29, 2024.

 F- 52

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure
Controls and Procedures

 We
maintain disclosure controls and procedures ("Disclosure Controls") within the meaning of Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Our Disclosure Controls are designed to ensure that
information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Annual Report on Form
10-K, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's
rules and forms. Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applied its
judgment in evaluating and implementing possible controls and procedures.

 As of the end of the period covered by this Annual Report on Form 10-K,
we evaluated the effectiveness of the design and operation of our Disclosure Controls, which was done under the supervision and with the
participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based on the evaluation of our
Disclosure Controls, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 29, 2024, our Disclosure
Controls were not effective due to material weaknesses in the Company's internal control over financial reporting as disclosed below
in the remainder of this Item 9.

 Limitations
on Effectiveness of Controls and Procedures

 We
do not expect that our Disclosure Controls will prevent all errors and all instances of fraud. Disclosure Controls, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the Disclosure Controls are met. Further,
the design of Disclosure Controls must reflect the fact that there are resource constraints, and the benefits must be considered relative
to their costs. Because of the inherent limitations in all Disclosure Controls, no evaluation of Disclosure Controls can provide absolute
assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of Disclosure Controls also is
based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions.

 Management's
Report on Internal Controls Over Financial Reporting

 It
is the responsibility of the Company's management including our Chief Executive Officer and Chief Financial Officer to establish
and maintain adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 Management
has performed an assessment of the effectiveness of our internal control over financial reporting as of December 29, 2024 based upon criteria
set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management determined that our internal control over financial reporting was ineffective as of December 29,
2024, because of the material weaknesses described below.

 On September 30, 2024, we
completed the SunPower Acquisition. As permitted by Securities and Exchange Commission guidance, we elected to exclude the SunPower Acquisition
representing total assets of approximately 93% of our consolidated total assets as of December 29, 2024, 77% of our consolidated revenues,
and 12% of our consolidated net loss from continuing operations before income taxes, for the year ended December 29, 2024, from our assessment
of internal control over financial reporting as of December 29, 2024. There were no other acquisitions completed during 2024 that required
further consideration within our 2024 consolidated financial statements.

 Material Weaknesses
Identified

 In
connection with the preparation and audit of our financial statements for the year ended December 29, 2024, our management identified
material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of annual or interim
financial statements would not be prevented or detected on a timely basis. The material weaknesses are as follows:

 The
Company did not maintain controls to execute the criteria established in the COSO Framework for (i) the control environment, (ii) risk
assessment, (iii) control activities, (iv) information and communication, and (v) monitoring activities.

 Each
of the control deficiencies identified below constitute material weaknesses, either individually or in the aggregate.

 Control
Environment. The Company did not maintain an effective control environment and identified the following material weakness: the
Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting and a lack
of appropriate and consistent IT policies given the significant volume of financially relevant IT changes, which contributed to the Company's
inability to properly analyze, record and disclose accounting matters timely and accurately.

 This
control environment material weakness also contributed to the other material weaknesses identified below.

 Risk
Assessment. The Company did not design and implement an effective risk assessment and identified a material weakness relating
to: (i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives,
and (iii) identifying and assessing changes in the business that could impact the system of internal controls.

 Control
Activities. The Company did not design and implement effective control activities and identified the following material weakness:

 Ineffective
design and operation of certain control activities due to significant personnel changes throughout 2024. Control deficiencies, which
aggregate to a material weakness, occurred within substantially all areas of financial reporting.

 Information
and Communication. The Company did not design and implement effective information and communication activities and identified
the following material weaknesses:

 The
Company did not design and maintain effective general information technology controls over logical access and program change management
for our key information systems used to support the financial reporting process. Specifically, management did not maintain effective
controls to ensure proper segregation of duties related to user administration and other privileged access functions and in implementing
program changes in information systems. Due to the pervasive nature of these deficiencies, business process controls that are dependent
upon information from these systems were also not effective.

 The
Company did not have adequate processes and controls for communicating information among the accounting, finance, operations, and legal
departments, necessary to support the proper functioning of internal controls.

 Monitoring
Activities. The Company did not design and implement effective monitoring activities and identified the following material weaknesses:
(i) failure to adequately monitor compliance with accounting policies, procedures and controls related to substantially all areas of financial
reporting; and (ii) failure to properly select, develop and perform ongoing evaluations of the components of internal controls (including
the monitoring of service providers' control environments).

 These
material weaknesses described in the paragraphs above contributed to material accounting errors identified and corrected during the audit
of the Company's financial statements. If we fail to adequately remediate these material weaknesses, there could be material misstatements
that may not be prevented or detected.

 Remediation
Plan and Status. The Company is committed to remediating the material weaknesses identified above, fostering continuous improvement
in internal controls and enhancing its overall internal control environment. Since identifying the above material weaknesses, the Company
has begun the process of implementing the remediation activities described below. The Company believes that these activities, when fully
implemented, should remediate the identified material weaknesses and strengthen its internal control over financial reporting. These remediation
efforts remain ongoing, and additional remediation initiatives may be necessary.

 A
material weakness cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time
such that management can conclude, through testing, that the controls are operating effectively. If not remediated, material weaknesses
or control deficiencies could result in material misstatements.

 Accordingly,
as management continues to monitor the effectiveness of our internal control over financial reporting, the Company will continue to perform
additional procedures prescribed by management, including the use of certain manual mitigating control procedures and the employment of
additional tools and resources deemed necessary, to ensure that our future consolidated financial statements are fairly stated in all
material respects. The following planned remediation activities highlight the Company's commitment to remediating the identified
material weaknesses:

 Hire
finance and accounting professionals with the appropriate level of experience and training necessary to develop, maintain and improve
our accounting policies, procedures and internal controls, utilize third-party consultants and internal audit professionals to enhance
the control environment, and continue to hire other qualified finance and accounting professionals.

 Provide,
and continue to provide, training for employees regarding their responsibilities related to the performance or oversight of internal
controls.

 Reinforce
the importance of communication between the operations, accounting, and legal departments regarding key terms of, and changes or modifications
to, customer, debt, equity, legal and other contracts by establishing controls requiring finance department approval of certain non-standard
terms and agreements.

 Begin
the implementation of a process to reevaluate, revise and improve our Sarbanes-Oxley compliance program, including governance, risk assessment,
testing methodologies and corrective action. The Company plans to enhance our risk assessment procedures and conduct a comprehensive
risk assessment.

 Develop,
and continue to develop, internal control documentation over financial processes and related disclosures. The Company plans to continue
to design and implement control activities to mitigate risks identified and test the operating effectiveness of such controls.

 If we are not able to maintain
effective internal control over financial reporting and Disclosure Controls, or if material weaknesses are discovered in future periods,
a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our
financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly
reports under the Exchange Act, restatements of financial statements or other corrective disclosures, an inability to access commercial
lending markets, defaults under its secured revolving credit facility and other agreements, or other material adverse effects on our business,
reputation, results of operations, financial condition or liquidity.

 Attestation Report of Registered Public Accounting Firm

 This
Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm due to the
Company's status as a non-accelerated filer and an EGC and is exempted from the auditor attestation requirement of Section 404(b)
of the Sarbanes-Oxley Act.

 Changes in Internal
Control over Financial Reporting

 Other
than the material weaknesses and remediation efforts described above, there were no changes in our internal control over financial reporting
during the fourth quarter that have materially affected, would have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 Insider Trading Policy

 We
have adopted an Insider Trading Policy that applies to all directors, officers and employees, a copy of which is included as Exhibit 19.1
to this Annual Report.

 Insider Trading Arrangements

 During
the three months ended December 29, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted
or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c) under the Exchange Act or any "non-Rule 10b5-1 trading arrangement" as defined in Item
408(c) of Regulation S-K.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 Directors

 Our directors and their ages as of April 30, 2025
are set forth below.

 Name

 Position

 Age

 Executive Chairman, CEO, Director

 Antonio R. Alvarez

 William J. Anderson

 Adam Gishen (1)(3)

 Lothar Maier (1)

 J. Daniel McCranie (2)

 Ronald Pasek (1)(3)

 Tidjane Thiam (2)

 Devin Whatley (2)

 (1)
 Member of the Audit Committee.

 (2)
 Member of the Compensation Committee.

 (3)
 Member of the Nominating and Corporate Governance Committee.

 Thurman
J. Rodgers. Thurman J. (T.J.) Rodgers, 77, has served as the Chief Executive Officer of Complete Solaria
since April 2024 and as a member of the Complete Solaria Board of Directors since November 2022 and as Executive Chairman
since June 2023. Mr. Rodgers founded Cypress Semiconductor in 1982 and served as Cypress' Chief Executive Officer
from 1982 to 2016. Mr. Rodgers currently serves on the boards of other energy-related companies: including Enovix and Enphase
Energy Inc. (energy and storage technologies). From 2004 to 2012, he served as a member of Dartmouth's board of trustees.
Mr. Rodgers was a Sloan scholar at Dartmouth, where he graduated in 1970 as the Salutatorian with a double major in Physics and
Chemistry. He won the Townsend Prize and the Haseltine Chemistry-Physics Prize as the top physics and chemistry student in his
class. Mr. Rodgers holds a master's degree and a Ph. D. in Electrical Engineering from Stanford University, where he
attended on a Hertz fellowship.

 Antonio
R. Alvarez. Antonio R. Alvarez, 69, has served as a member of the Complete Solaria Board of Directors
since November 2022. Mr. Alvarez served as the President of Complete Solaria since the merger of Complete Solar and
Solaria in November 2022 until March 2023. From 2020 to 2022, Mr. Alvarez served as Solaria's Chief Executive
Officer. Prior to 2020, Mr. Alvarez served in various executive roles at Altierre Corporation, Aptina Imaging, Advanced
Analogic Technologies, Leadis Technology and Cypress Semiconductor. Currently, Mr. Alvarez serves on the board of directors of
NexGen Power Systems and previously served as a board member of SunEdison, SunEdison Semiconductor, ChipMOS Technology, and Validity
Sensors. Mr. Alvarez holds a B.S. and an M.S. in Electrical Engineering from the Georgia Institute of Technology.

 William
J. Anderson. William J. Anderson, 49, served as the Chief Executive Officer of Complete Solaria from
November 2022 to December 2023. From 2010 to 2022, he served as the Chief Executive Officer of Complete Solar. From 2007
to 2009, Mr. Anderson served as CEO of Risk Allocation Systems, Inc., a lending platform connecting automobile dealerships and
credit unions in order to offer point of sale automobile loans to car buyers. From 2009 to 2010, Mr. Anderson served as Partner
at SVE Partners, a boutique consulting firm serving technology start-ups and venture capital investors. Mr. Anderson holds a
B.S. in Managerial Sciences from the Massachusetts Institute of Technology and an M.B.A. from the Stanford University Graduate
School of Business.

 Adam Gishen. Adam Gishen, 50,
served as FACT's Chief Executive Officer from February until the Business Combination in July 2023, and served as one of
FACT's initial board observers. From 2015 to 2020, Mr. Gishen served in several senior roles at Credit Suisse Group AG,
including Global Head of Investor Relations, Corporate Communications and Marketing and Branding. Prior to 2015, Mr. Gishen was
a partner at Ondra Partners, a financial advisory firm and previous to this worked as a Managing Director at Nomura and at Lehman
Brothers in the area of equity capital markets. Mr. Gishen graduated from the University of Leeds.

 Chris Lundell. Christopher
Lundell, 64, has served as a member of the Complete Solaria Board of Directors since November 2023. Mr. Lundell
served as the Chief Executive Officer of Complete Solaria from December 2023 to April 2024. Mr. Lundell is the
Founder of CMO Grow, a marketing consultancy firm. Prior to that, he was the CMO at Vivint Solar, the President of the Americas at
NEXThink, and CMO and COO at Domo. He holds an M.B.A. from Brigham Young University.

 Lothar Maier. Lothar
Maier, 70, has served as a member of the Complete Solaria Board of Directors since November 2024. Mr. Maier served as
director of FormFactor Inc, from November 2006 to May 2024. Mr. Maier served as the Chief Executive Officer and a
member of the Board of Directors of Linear Technology Corporation, a supplier of high performance analog integrated circuits, from
January 2005 to March 2017. Prior to that, he served as Linear Technology's Chief Operating Officer from
April 1999 to December 2004. Before joining Linear Technology, Mr. Maier held various management positions at Cypress
Semiconductor Corporation, a provider of high-performance, mixed-signal, programmable solutions, from July 1983 to
March 1999, including as Senior Vice President and Executive Vice President of Worldwide Operations. Mr. Maier holds a
B.S. in chemical engineering from the University of California at Berkeley.

 J. Daniel McCranie. J. Daniel
McCranie, 81, has served as a member of the Complete Solaria Board of Directors since January 2025. After his early career in semiconductor
sales, Mr. McCranie became the executive vice president of sales & marketing for Harris Corporation, a technology
company, and the chief executive officer of SEEQ Technology, a semiconductor company, and Virage Logic Corporation, a semiconductor company.
From 1994 to 2001, he joined Cypress Semiconductor Corporation, a semiconductor company, as executive vice president of sales &
marketing. He has held 10 board positions in the semiconductor and technology, including having served on the board of Cypress Semiconductor
Corporation, from June 2017 to May 2019, ON Semiconductor Corporation, a semiconductor company, from 2001 to 2018, and
 Enovix Corporation from December 202 1 until January 2023. From 2012 to 2017,
he served on the board of Mentor Graphics, an electric design automation company. He holds a B.S. in Electrical Engineering from
Virginia Polytechnic Institute. We believe that Mr. McCranie is qualified to serve on our Board of Directors based
on his public company board experience and his industry expertise.

 Ronald Pasek. Ronald
Pasek, 64, has served as a member of the Complete Solaria Board of Directors since February 2023. Since 2015,
Mr. Pasek has served as the chairman of the board of directors of Spectra7 Microsystems Inc., a Canadian publicly-traded
consumer connectivity company. From 2016 to 2020, Mr. Pasek was Chief Financial Officer of NetApp. From 2009 until its
acquisition by Intel in December 2015, Mr. Pasek served as Senior Vice President, Finance and Chief Financial Officer of
Altera Corporation, a worldwide provider of programmable logic devices. Mr. Pasek was previously employed by Sun Microsystems,
in a variety of roles including Vice President, Corporate Treasurer and Vice President of worldwide field finance, worldwide
manufacturing and U.S. field finance. Mr. Pasek holds a B.S. degree from San Jose State University and an M.B.A. degree
from Santa Clara University.

 Tidjane Thiam. Tidjane Thiam, 63,
served as a member of the FACT Board and as Executive Chairman of FACT since inception until the Business Combination in
July 2023. In 2021, Mr. Thiam was appointed Chairman of Rwanda Finance Limited. He also serves as a Director and Chair of
the Audit Committee of Kering S.A., the French luxury group. Mr. Thiam is also a Special Envoy on Covid 19 for the African
Union. From 2015 to 2020, Mr. Thiam was Chief Executive Officer of Credit Suisse Group AG. From 2014 to 2019,
Mr. Thiam was a Director of 21 st Century Fox and served on its Nominating and Corporate Governance Committee.
Mr. Thiam previously served at Prudential plc, a global insurance company based on London, as the Group Chief Executive from
2009 to 2015, a Director from 2008 to 2015 and Group Chief Financial Officer from 2008 to 2009. Mr. Thiam holds an M.B.A. from
INSEAD and graduated from cole Nationale Sup rieure des Mines de Paris in 1986 and from cole Polytechnique in
Paris in 1984.

 Devin Whatley. Devin
Whatley, 56, has served as a member of the Complete Solaria Board of Directors since November 2022. Since 2010,
Mr. Whatley has served as the Managing Partner at the Ecosystem Integrity Fund. Mr. Whatley serves as a member of the
board of directors of several private companies focused on renewable energy. Mr. Whatley was a CFA Charterholder and holds a
B.A. in East Asian Studies with a Business Emphasis from the University of California, Los Angeles and an M.B.A. from the Wharton
School at the University of Pennsylvania.

 Executive Officers

 Our executive officers and their ages as of April
30, 2025 are set forth below.

 Name

 Age

 Position

 Chief Executive Officer and Director

 Chief Financial Officer

 Biographical information for Mr. Rodgers
is included with the director biographies above.

 Daniel Foley. Daniel
Foley, 48, has served as the Chief Financial Officer of Complete Solaria since June 2024. From June 2021 to December 2023,
Mr. Foley served as the Chief Financial Officer for Common Citizen. From April 2021 to June 2021, Mr. Foley served
as the Senior Vice President and Treasurer for TerrAscend. From January 2018 to April 2021, Mr. Foley served as the Vice
President of Corporate Finance, Treasury & Investor Relations at Curaleaf. Prior to that, Mr. Foley held senior positions
in Corporate Finance and Investor Relations for Station Casinos and MGM MIRAGE. Previous experience includes working as an Investment
Analyst at Wall Street Associates and as Vice President of Finance at New Cotai Holdings. Foley began his career as a Senior Associate
in Gaming, Lodging & Leisure Equity Research at Bear Stearns. Mr. Foley brings over 25 years of capital markets and
finance experience to Complete Solaria, as well as a track record of driving strong financial results, instilling financial and operational
discipline, and demonstrating inspirational leadership. Mr. Foley holds an M.B.A. from the University of Southern California and
a Bachelor of Science in economics from the University of Utah.

 Director Independence

 As required under Nasdaq listing standards, a
majority of the members of a listed company's Board of Directors must qualify as "independent," as affirmatively determined
by the Board of Directors. In addition, Nasdaq listing standards require that, subject to specified exceptions, each member of a listed
company's Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee be "independent."

 Based on information provided by each director
concerning her or his background, employment and affiliations, the Board of Directors affirmatively determined that none of our directors — other
than Thurman J. Rodgers, Antonio Alvarez, William Anderson, and Chris Lundell — has any relationships that would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of Messrs. Gishen,
Maier, Pasek, McCranie, Thiam and Whatley, representing a majority of Complete Solaria's incumbent directors, is "independent"
as that term is defined under the Nasdaq listing standards.

 There are no family relationships among any of
our directors or executive officers.

 Role of the Board of Directors in Risk Oversight

 One of the key functions of the Board of Directors
is the informed oversight of Complete Solaria's risk management process. The Board of Directors does not anticipate having a standing
risk management committee, but rather anticipates administering this oversight function directly through the Board of Directors as a whole,
as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight.
In particular, the Board of Directors is responsible for monitoring and assessing strategic risk exposure, and Complete Solaria's
Audit Committee is responsible for considering and discussing Complete Solaria's major financial risk exposures and the steps its
management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment
and management is undertaken. The Audit Committee monitors compliance with legal and regulatory requirements. The Compensation Committee
assesses and monitors whether Complete Solaria's compensation plans, policies and programs comply with applicable legal and regulatory
requirements.

 Board Committees

 Our Board of Directors has formed an Audit Committee,
Compensation Committee, and Nominating and Corporate Governance Committee. The Board of Directors may from time to time establish other
committees.

 Our Chief Executive Officer, Chief Financial Officer
and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective and efficient
oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

 Audit Committee

 The Audit Committee consists of Ronald Pasek,
who serves as the chairperson, Adam Gishen and Lothar Maier. Each member of the Audit Committee qualifies as an independent director under
the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act. Our Board
of Directors has determined that Ronald Pasek qualifies as an "audit committee financial expert" as such term is defined in
Item 407(d)(5) of Regulation S-K and possesses the requisite financial expertise required under the applicable requirements
of Nasdaq. As discussed above, our Board of Directors has also determined that Ronald Pasek is an independent director.

 The responsibilities of the Audit Committee include,
among other things:

 helping the Board of Directors oversee corporate accounting
and financial reporting processes;

 managing the selection, engagement and qualifications of a
qualified firm to serve as the independent registered public accounting firm to audit Complete Solaria's financial statements;

 helping to ensure the independence and performance of the
independent registered public accounting firm;

 discussing the scope and results of the audit with the independent
registered public accounting firm, and reviewing, with management and the independent accountants, Complete Solaria's interim and
year-end operating results;

 developing procedures for employees to submit concerns anonymously
about questionable accounting or audit matters;

 reviewing policies on financial risk assessment and financial
risk management;

 reviewing related party transactions;

 obtaining and reviewing a report by the independent registered
public accounting firm at least annually, that describes Complete Solaria's internal quality-control procedures, any material issues
with such procedures, and any steps taken to deal with such issues when required by applicable law; and

 approving (or, as permitted, pre-approving) all audit and
all permissible non-audit service to be performed by the independent registered public accounting firm.

 The Board of Directors adopted a written charter
of the Audit Committee which is available on Complete Solaria's website.

 Compensation Committee

 The Compensation Committee consists of Daniel
McCranie, who serves as the chairperson, Devin Whatley and Tidjane Thiam. The Board of Directors has determined that each current member
of the Compensation Committee is independent. The Board of Directors has also determined that each current committee member and a former
member of the Compensation Committee — Antonio R. Alvarez — is a "non-employee director"
as defined in Rule 16b-3 promulgated under the Exchange Act. Mr. Alvarez resigned from the Compensation Committee during
April 2025. While Mr. Alvarez is not an independent director, Section 5605(d)(2)(B) of the Nasdaq listing standards
nonetheless permitted the appointment of a non-independent director to the compensation committee if the board of directors, under exceptional
and limited circumstances, determines that the non-independent director's membership is required by the best interests of the Company
and its stockholders. Based on Mr. Alvarez's extensive experience with Complete Solaria and familiarity with the industry,
the Board of Directors previously concluded that Mr. Alvarez's appointment to, and membership on, the Compensation Committee
prior to Mr. Alvarez's resignation from the Compensation Committee was in the best interests of Complete Solaria and its stockholders.
Further, a majority of the members of the Compensation Committee are independent directors.

 The responsibilities of the Compensation Committee
are:

 reviewing and approving, or recommending that the Board of
Directors approve, the compensation of Complete Solaria's executive officers and senior management;

 reviewing and recommending to the Board of Directors the compensation
of Complete Solaria's directors;

 reviewing and approving, or recommending that the Board of
Directors approve, the terms of compensatory arrangements with Complete Solaria's executive;

 administering Complete Solaria's stock and equity incentive
plans;

 selecting independent compensation consultants and assessing
whether there are any conflicts of interest with any of the committee's compensation advisors;

 reviewing, approving, amending and terminating, or recommending
that the Board of Directors approve, amend or terminate, incentive compensation and equity plans, severance agreements, change-of-control
protections and any other compensatory arrangements for Complete Solaria's executive officers and other senior management, as appropriate;

 reviewing and establishing general policies relating to compensation
and benefits of Complete Solaria's employees; and

 reviewing Complete Solaria's overall compensation.

 The Board of Directors adopted a written charter
for the Compensation Committee which is available on Complete Solaria's website.

 Nominating and Corporate Governance Committee

 The Nominating and Corporate Governance Committee
consists of Ronald Pasek, who serves as the chairperson, and Adam Gishen. The responsibilities of the Nominating and Corporate Governance
Committee are:

 identifying, evaluating and selecting, or recommending that
the Board of Directors approve, nominees for election to the Board of Directors;

 evaluating the performance of the Board of Directors and of
individual directors;

 evaluating the adequacy of Complete Solaria's corporate
governance practices and reporting;

 reviewing management succession plans; and

 developing and making recommendations to the Board of Directors
regarding corporate governance guidelines and matters.

 The Board of Directors adopted a written charter
of the Nominating and Corporate Governance Committee which is available on Complete Solaria's website.

 The Nominating and Corporate Governance Committee
evaluates all candidates for director thoroughly, whether they are recommended by the management team, stockholders or third parties,
in accordance with the needs of the Board of Directors and the qualifications of the candidate.

 Code of Ethical Business Conduct

 Complete Solaria has adopted a code of ethical
business conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial
officer and principal accounting officer, and is available on Complete Solaria's website at
Complete Solaria's code of business conduct is a "code of ethics," as defined in Item 406(b) of Regulation S-K.
If we grant any waiver from a provision of the code of ethical business conduct to any executive officer or director, we will disclose
it on our website.

 Compensation Committee Interlocks and Insider
Participation

 No member of the Compensation Committee was at
any time during 2024, or at any other time, one of Complete Solaria's officers or employees, except Mr. Alvarez who served
as Complete Solaria's president until March 2023. None of Complete Solaria's executive officers has served as a director
or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers
served as a director of our Board of Directors or member of the Compensation Committee.

 Insider Trading Policy

 We have adopted an insider trading policy that
applies to all of our directors and to certain of our employees and consultants. This policy prohibits engaging in short sales, transactions
in put or call options, hedging transactions, or other inherently speculative transactions with respect to our securities or derivative
securities at any time. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws,
rules and regulations, as well as applicable Nasdaq listing standards. A copy of our insider trading policy is included as Exhibit 19.1
to this Annual Report on Form 10-K.

 Delinquent Section 16(a) Reports

 Based solely on our review of such forms furnished
to the Company and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners were timely made during fiscal 2024, with the exception of the following late
Form 4s: (1) Mr. Rodgers was late filing Form 4s relating to the issuance of the First SAFE (as defined below), the
issuance of the Second SAFE (as defined below), the amendment of the First SAFE and Second SAFE and related issuance of the Amendment
Shares (as defined below), the issuance of the Rodgers Group SAFE, and the sale and issuance of the July 2024 Notes (as defined below);
(2) Tidjane Thiam was late filing a Form 4 relating to the sale of shares by him on December 17, 2025; (3) William Anderson
was late filing Forms 4 in connection with the exercise of the restricted stock unit originally issued to him on August 30, 2024 and with
respect to stock option awards granted to him on February 1, 2024 and April 10, 2024; (4) Chris Lundell was late filing a Form 4 in connection
with the issuance of a stock option award granted on April 29, 2024; and (5) Daniel Foley was late filing a Form 4 in connection with
the issuance of a stock option award granted on June 11, 2024.

 ITEM 11. EXECUTIVE COMPENSATION

 FACT

 Employment Agreements

 Prior to the Closing of the Business Combination,
FACT did not enter into any employment agreements with its executive officers and did not make any agreements to provide benefits upon
termination of employment.

 Executive Officers and Director Compensation

 No FACT executive officers or directors received
any cash compensation for services rendered to FACT prior to the Business Combination. FACT paid its sponsor or an affiliate thereof
up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management
team and other expenses and obligations of our sponsor. Executive officers and directors, or any of their respective affiliates were reimbursed
for any out-of-pocket expenses incurred in connection with activities on FACT's behalf such as identifying potential target businesses
and performing due diligence on suitable business combinations.

 Complete Solaria

 Complete Solaria has opted to comply with the
executive compensation disclosure rules applicable to emerging growth companies. The scaled down disclosure rules are those applicable
to "smaller reporting companies," as such term is defined in the rules promulgated under the Securities Act of 1933,
as amended (the " Securities Act "), which require compensation disclosure for all individuals serving as Complete
Solaria's principal executive officer during 2024, the two most highly compensated executive officers of Complete Solaria, other
than the principal executive officer, whose total compensation for 2024 exceeded $100,000 and who were serving as executive officers as
of December 29, 2024, and up to two additional individuals for whom disclosure under the applicable rules would have been provided
but for the fact that such individuals were not serving as executive officers at the end of 2024. Complete Solaria refers to these individuals
as "named executive officers." For 2024, Complete Solaria's named executive officers were:

 Thurman J. (T.J.) Rodgers, Complete Solaria's Chief
Executive Officer and Executive Chairman;

 Chris Lundell, Complete Solaria's former Chief Executive
Officer;

 Daniel Foley, Complete Solaria's Chief Financial Officer;
and

 Brian Wuebbels, Complete Solaria's former Chief Financial
Officer and former Chief Operations Officer.

 Complete Solaria believes its compensation program
should promote the success of the Company and align executive incentives with the long-term interests of its stockholders. Complete Solaria's
current compensation programs reflect its startup origins in that they consist primarily of salary and equity-based awards. As Complete
Solaria's needs evolve, Complete Solaria intends to continue to evaluate its philosophy and compensation programs as circumstances
require.

 During 2024, Mr. Rodgers did not receive
any separate compensation in his role as our Chief Executive Officer.

 Summary Compensation Table

 The following table shows information regarding
the compensation of Complete Solaria's named executive officers for services performed in the fiscal year ended December 29,
2024 and in the fiscal year ended December 31, 2023.

 Name and Principal Position

 Year

 Salary

 Bonus

 Option Awards (1)

 All Other Compensation

 Total

 Thurman J. (T.J.) Rodgers

 2024

 —

 —

 —

 —

 —

 Chief Executive Officer

 2023

 —

 —

 —

 —

 —

 2024

 $
 161,947

 —

 $
 474,761
 (4)

 —

 $
 636,708

 Chief Financial Officer

 2023

 —

 —

 —

 —

 —

 2024

 $
 375,024

 —

 $
 152,876
 (5)

 —

 $
 527,900

 Former Chief Executive Officer (2)

 2023

 $
 450,000

 —

 $
 4,560,000

 —

 $
 5,010,000

 Brian Wuebbels

 2024

 $
 210,708

 —

 $
 280,732
 (6)

 —

 $
 491,440

 Former Chief Financial Officer and former Chief Operation Officer (3)

 2023

 $
 330,000

 —

 $
 1,966,514

 —

 $
 2,296,514

 (1)
 Amounts reported in this column do not reflect the amounts
actually received by Complete Solaria's named executive officers. Instead, these amounts reflect the aggregate grant-date fair
value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718, Stock-based
Compensation. See Note 17. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. Unless otherwise noted in the footnotes below, the shares underlying these options vest in 48 equal
monthly installments, subject to the named executive officer's continued service at each vesting date.

 (2)
 Mr. Lundell stepped down as the Chief Executive Officer
in April 2024.

 (3)
 Mr. Wuebbels stepped down as the Chief Financial Officer
in April 2024. Mr. Wuebbels stepped down as Chief Operations Officer effective as of August 16, 2024.

 (4)
 20% of the total shares underlying this option award vests
on July 1, 2025, with the remaining 80% of the shares underlying the option award vesting in 48 equal monthly installments thereafter.

 (5)
 Consists of two awards: (a) 94,452 shares underlying
the option granted on December 3, 2024 vested on May 19, 2024; and (b) of the remaining shares, 1/60 th of such
shares started vesting monthly beginning on June 19, 2024 and vest through May 19, 2029.

 (6)
 32.7% of the shares vested on August 16, 2024, and the
remaining shares were forfeited.

 Outstanding Equity Awards at December 29,
2024

 The following table presents information regarding
the outstanding option awards held by each of the named executive officers as of December 29, 2024:

 Name

 Grant

Date (1)

 Vesting

Commencement

Date

Underlying

Unexercised

Options (#)

Exercisable

Underlying

Unexercised

Options (#)

Unexercisable

 Option

Exercise

Price

 Option

Expiration

Date

 Thurman J. (T.J.) Rodgers

 12/3/2023

 12/3/2024

 37,500

 (2)

 —

 $

 1.14

 12/2/2033

 12/3/2023

 12/3/2024

 79,101

 (2)

 —

 $

 1.14

 12/2/2033

 6/11/2024

 7/1/2025

 —

 500,000

 (3)

 $

 1.56

 7/11/2034

 12/3/2023

 12/3/2024

 37,500

 (2)

 —

 $

 1.14

 12/2/2033

 12/3/2023

 12/3/2024

 56,952

 (2)

 —

 $

 1.14

 12/2/2033

 4/29/2024

 5/19/2024

 100,000

 (4)

 —

 $

 0.73

 4/29/2034

 4/29/2024

 6/19/2024

 29,167

 220,833

 (5)

 $

 0.73

 4/29/2034

 Brian Wuebbels

 5/2/2024

 8/16/2024

 245,615

 (6)

 —

 $

 0.69

 8/16/2025

 3/9/2023

 3/9/2023

 94,606

 (7)

 19,305

 $

 5.18

 8/16/2025

 (1)
 All option awards were granted pursuant to the 2023 Plan.

 (2)
 100% of the total shares underlying the option award vested
on the one-year anniversary of the grant date.

 (3)
 20% of the total shares underlying the option award vest
on 7/1/2025, thereafter the remaining 80% of shares underlying the option award vest in 48 equal monthly installments.

 (4)
 100% of the total shares underlying the option award vested
on 5/19/2024.

 (5)
 1/60 th of the total shares underlying the
option award vest in 60 equal monthly installments, beginning 6/19/2024.

 (6)
 Reflects portion of award remaining after the cancellation
of the award with respect to 504,385 shares on August 16, 2024.

 (7)
 Reflects portion of award remaining after the cancellation
of the award with respect to 265,725 shares on September 9, 2024.

 Employment Arrangements with Named Executive
Officers

 Each of Complete Solaria's named executive
officers is or was an at-will employee.

 Mr. Rodgers is not currently a party to any
employment agreement or other understanding with respect to compensation as our Chief Executive Officer. Mr. Rodgers did not receive
separate compensation in his role as Chief Executive Officer during 2024.

 On Jun 7, 2024, we entered into an executive employment
agreement with Mr. Foley, which became effective on July 1, 2024 (the " Foley Agreement "). Pursuant
to the Foley Agreement. Mr. Foley is entitled to a base salary of $275,000 per year, and he will be eligible for an annual bonus
of 50% of his gross salary. Mr. Foley also received an option to purchase 500,000 shares of our common stock, subject to a five-year
vesting schedule. The Foley Agreement also provides that if Mr. Foley's employment is terminated for any reason other than
cause (as defined in the Foley Agreement), death or disability, or if he resigns for good reason (as defined in the Foley Agreement),
and provided that in either case such termination constitutes a separation from service (as defined in the Foley Agreement), then subject
to Mr. Foley executing a release agreement in Complete Solaria's favor, and continuing to comply with all of his obligations
to Complete Solaria and its affiliates, he will receive the following benefits: (a) payment of Mr. Foley's earned but
unpaid base salary; (b) payment of such officer of any unpaid bonus, with respect to the fiscal year immediately preceding the fiscal
year in which such termination or such resignation occurs; (c) payment of any vested benefits to which he may be entitled under any
applicable plans and programs of the Company; (d) a severance payment equal to six months of Mr. Foley's then base
salary plus a pro rata portion of Mr. Foley bonus with respect to the fiscal year in which such termination or such resignation occurs.

 On December 7, 2023, we entered into an executive
employment with Chris Lundell to serve as our Chief Executive Officer (the " Lundell Agreement "). Pursuant to
the Lundell Agreement, Mr. Lundell was entitled to a base salary of $450,000 per year, and he was eligible for an annual bonus of
75% of his gross salary. Mr. Lundell also was previously granted an option to purchase 3,000,000 shares of our Common Stock. The
Lundell Agreement provided that if Mr. Lundell's employment was terminated for any reason other than cause (as defined in the
Lundell Agreement), death or disability, or if he resigned for good reason (as defined in the Lundell Agreement), and provided that in
either case such termination constitutes a separation from service (as defined in the Lundell Agreement) and the separation is not on
or within 12 months following a change of control, then subject to his executing a release agreement in our favor, and continuing
to comply with all of his obligations to Complete Solaria and our affiliates, he would receive the following benefits: (a) payment
of Mr. Lundell's earned but unpaid base salary; (b) payment of any unpaid bonus, with respect to the fiscal year immediately
preceding the fiscal year in which such termination or such resignation occurs; (c) payment of any vested benefits to which he may
be entitled under any applicable plans and programs of Complete Solaria; (d) a severance payment equal to six months of Mr. Lundell's
then-base salary plus a pro rata portion of Mr. Lundell's bonus with respect to the fiscal year in which such termination or
such resignation occurs; (e) if he timely and properly elects to continue group health care coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (" COBRA "), payment of Mr. Lundell's COBRA premium expenses
until the earliest of (i) the six-month anniversary of the termination date; (ii) the date he is no longer eligible to receive
COBRA continuation coverage; and (iii) the date on which he becomes eligible to receive substantially similar coverage from another
employer; and (f) the applicable post-termination exercised period for any vested options will extend to the earlier of (i) the
six-month anniversary of the termination date, (ii) the expiration date of the option or (iii) earlier termination upon a corporate
transaction.

 On April 24, 2024 (the " Lundell
Separation Date "), Mr. Lundell stepped down as Chief Executive Officer. Pursuant to Mr. Lundell's Separation
Agreement, dated May 19, 2024, he received:

 cash severance in an amount equal to six months of his
base salary in effect as of the Lundell Separation Date, payable in installments beginning on the date that is the 60 th day
following the Lundell Separation Date;

 reimbursement of premiums, if any, for up to twelve (12) months
following the Lundell Separation Date, provided proof of enrollment, for group healthcare coverage under COBRA;

 350,000 stock options with 100,000 options vesting immediately,
and with the remaining 250,000 stock options vesting monthly at 1/60 th of the total value over five (5) years contingent
upon continuing support to the Company; and

 retention of the 94,452 options that were granted to Mr. Lundell
as a board member on December 3, 2023.

 Brian Wuebbels

 On April 24, 2024, we entered into an executive
employment agreement (the " Wuebbels Agreement ") with Brian Wuebbels to serve as Chief Operations Officer. Mr. Wuebbels
was promoted from his position as Chief Financial Officer of the Company to Chief Operations Officer as of such date.

 Pursuant to the Wuebbels Agreement, Mr. Wuebbels
was entitled to a base salary of $330,000 per year, and he was eligible for an annual bonus of 50% of his gross salary. Mr. Wuebbels
also previously was granted an option to purchase 750,000 shares of our Common Stock. The Wuebbels Agreement also provides that if Mr. Wuebbels's
employment was terminated for any reason other than cause (as defined in the Wuebbels Agreement), death or disability, or if such officer
resigns for good reason (as defined in the Wuebbels Agreement), and provided that in either case such termination constitutes separation
from service (as defined in the Wuebbels Agreement) and the separation is not on or within 12 months following a change of control,
then subject to Mr. Wuebbels executing a release agreement in Complete Solaria's favor, and continuing to comply with all of
his obligations to Complete Solaria and its affiliates, he will receive the following benefits: (a) payment of Mr. Wuebbels
earned but unpaid base salary; (b) payment to Mr. Wuebbels of any unpaid bonus, with respect to the fiscal year immediately
preceding the fiscal year in which such termination or such resignation occurs; (c) payment to Mr. Wuebbels of any vested benefits
to which he may be entitled under any applicable plans and programs of the Company; (d) a severance payment equal to six months
of Mr. Wuebbels then base salary plus a pro rata portion of Mr. Wuebbels bonus with respect to the fiscal year in which such
termination or such resignation occurs; (e) if Mr. Wuebbels timely and properly elects to continue group health care coverage
under COBRA, payment of Mr. Wuebbels's COBRA premium expenses until the earliest of (i) the three-month anniversary of
the termination date; (ii) the date Mr. Wuebbels is no longer eligible to receive COBRA continuation coverage; and (iii) the
date on which Mr. Wuebbels becomes eligible to receive substantially similar coverage from another employer; and (f) the applicable
post-termination exercised period for any vested options will extend to the earlier of (i) the six-month anniversary of the termination
date, (ii) the expiration date of the option or (iii) earlier termination upon corporate transaction.

 Effective August 16, 2024, Brian Wuebbels
resigned as our Chief Operations Officer. On June 30, 2024, we entered into an employment extension agreement (the
" Extension Agreement ") with Mr. Wuebbels. Pursuant to the Extension Agreement, Mr. Wuebbels'
health benefits continued through August 31, 2024, and Mr. Wuebbels received accelerated vesting of 208,115 of the 750,000 options
that he was granted in April 2024.

 Base Salary

 Base salaries are intended to provide a level
of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components
of the executive compensation program. In general, Complete Solaria seeks to provide a base salary level designed to reflect each executive
officer's scope of responsibility and accountability.

 Bonuses

 Beginning January 1, 2024, each of our named
executive officers (other than Mr. Rodgers) was eligible for an annual bonus of 50% of such officer's annual gross salary,
based on criteria determined by our Board of Directors, including, but not limited to, the satisfaction of minimum performance standards,
and the achievement of budgetary and other objectives, set by our Board of Directors in its sole and absolute discretion. None of our
named executive officers received a cash bonus during 2024.

 Director Compensation

 We did not pay any compensation to our directors
or issue any equity awards to our directors during 2024.

 Executive Compensation

 Complete Solaria's Compensation Committee
oversees the compensation policies, plans and programs and reviews and determines compensation to be paid to executive officers, directors
and other senior management, as appropriate. The compensation policies followed by Complete Solaria are intended to provide for compensation
that is sufficient to attract, motivate and retain executives of Complete Solaria and potential other individuals and to establish an
appropriate relationship between executive compensation and the creation of stockholder value.

 Nonqualified Deferred Compensation

 Complete Solaria's named executive officers
did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by Complete Solaria during 2024.
The Board of Directors may elect to provide officers and other employees with nonqualified deferred compensation benefits in the future
if it determines that doing so is in the Company's best interests.

 Pension Benefits

 Complete Solaria's named executive officers
did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Complete Solaria during 2024.

 Employee Benefit Plans

 Equity-based compensation has been and will continue
to be an important foundation in executive compensation packages as Complete Solaria believes it is important to maintain a strong link
between executive incentives and the creation of stockholder value. Complete Solaria believes that performance and equity-based compensation
can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting,
motivating and retaining high-quality executives. In July 2023, our Board of Directors adopted the 2023 Equity Incentive Plan (the
" 2023 Plan ") and the Employee Stock Purchase Plan (the " ESPP "). The 2023 Plan
and the ESPP became effective immediately upon the Closing of the Business Combination. Below is a description of the 2023 Plan, the ESPP,
Complete Solaria's 2022 Stock Plan (the " 2022 Plan "), Complete Solaria's 2011 Stock Plan (the " 2011
Plan "), Complete Solaria's 2016 Stock Plan (the " 2016 Plan ") and Complete Solaria's
2006 Stock Plan (the " 2006 Plan "). The 2022 Plan is the successor of the 2021 Stock Plan of Legacy Complete
Solaria, which was amended and assumed by Complete Solaria in connection with a merger transaction completed prior to the Business Combination
by Complete Solaria (the " Prior Transaction "). The 2011 Plan is the 2011 Stock Plan of Legacy Complete Solaria
that was assumed by Complete Solaria in the Prior Transaction. The 2022 Plan, 2016 Plan, 2011 Plan and 2006 Plan are collectively referred
to as the " Legacy Plans ".

 The 2016 Plan and the 2006 Plan are the stock
plans of Solaria that were assumed by Complete Solaria in the Prior Transaction.

 2023 Plan

 In July 2023, our board of directors adopted and our stockholders approved
the 2023 Plan. The 2023 Plan became effective immediately upon the closing.

 Eligibility. Any individual who is an employee of Complete
Solaria or any of its affiliates, or any person who provides services to Complete Solaria or its affiliates, including consultants and
members of Complete Solaria's Board, is eligible to receive awards under the 2023 Plan at the discretion of the plan administrator.

 Awards. The 2023 Plan provides for the grant of incentive
stock options (" ISOs "), within the meaning of Section 422 of the Code to employees, including employees of any
parent or subsidiary, and for the grant of nonstatutory stock options (" NSOs "), stock appreciation rights, restricted
stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including
employees and consultants of Complete Solaria's affiliates.

 Authorized Shares. Current,
a maximum number of 11,147,034 (after giving effect to the evergreen increase effective as of January 1, 2025) of shares of Complete Solaria
Common Stock may be issued under the 2023 Plan. In addition, the number of shares of Complete Solaria Common Stock reserved for issuance
under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033,
in an amount equal to the lesser of (1) 4% of the total number of shares of Complete Solaria's Common Stock outstanding on December
31 of the preceding year, or (2) a lesser number of shares of Complete Solaria Common Stock determined by Complete Solaria's Board
prior to the date of the increase. The maximum number of shares of Complete Solaria Common Stock that may be issued on the exercise of
ISOs under the 2023 Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective.

 The unused shares subject to stock awards granted under the 2023 Plan
that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised
or forfeited, in any case, in a manner that results in Complete Solaria acquiring shares covered by the stock award at a price not greater
than the price (as adjusted pursuant to the 2023 Plan) paid by the participant for such shares or not issuing any shares covered by the
stock award, will, as applicable, become or again be available for stock award grants under the 2023 Plan.

 Non-Employee Director Compensation Limit. The aggregate
value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and
cash fees paid to such non-employee director, will not exceed (1) $1,000,000 in total value or (2) if such non-employee director is first
appointed or elected to Complete Solaria's Board during such calendar year, $1,500,000 in total value, in each case, calculating
the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

 Plan Administration. Complete Solaria's Board, or a duly
authorized committee thereof, will administer the 2023 Plan and is referred to as the "plan administrator" herein. Complete
Solaria's Board may also delegate to one or more of Complete Solaria's officers the authority to (1) designate employees (other
than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2023 Plan,
the Complete Solaria Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted,
the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule
applicable to a stock award.

 Stock Options. ISOs and NSOs are granted under stock option
agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms
and conditions of the 2023 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market
value of a share of Complete Solaria Common Stock on the date of grant. Options granted under the 2023 Plan vest at the rate specified
in the stock option agreement as determined by the plan administrator.

 The plan administrator determines the term of stock options granted
under the 2023 Plan, up to a maximum of 10 years. Unless the terms of an optionholder's stock option agreement provide otherwise
or as otherwise provided by the plan administrator, if an optionholder's service relationship with Complete Solaria or any of Complete
Solaria's affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested
options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the
option is prohibited by applicable securities laws. Unless the terms of an optionholder's stock option agreement provide otherwise
or as otherwise provided by the plan administrator, if an optionholder's service relationship with Complete Solaria or any of Complete
Solaria's affiliates ceases due to death or disability, or an optionholder dies within a certain period following cessation of service,
the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death, or
12 months following the date of disability. In the event of a termination for cause, options generally terminate upon the termination
date. In no event may an option be exercised beyond the expiration of its term.

 Acceptable consideration for the purchase
of Complete Solaria Common Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include
(1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of Complete Solaria Common
Stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved
by the plan administrator.

 Unless the plan administrator provides otherwise, options and
stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of
the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order.

 Tax Limitations on ISOs. The aggregate fair market
value, determined at the time of grant, of Complete Solaria's Common Stock with respect to ISOs that are exercisable for the first
time by an award holder during any calendar year under all of Complete Solaria's stock plans may not exceed $100,000. Options or
portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the
grant, owns or is deemed to own stock possessing more than 10% of Complete Solaria's total combined voting power or that of any
of Complete Solaria's parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market
value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of
grant.

 Restricted Stock Unit Awards. Restricted stock unit awards
are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards will generally
be granted in consideration for a participant's services, but may be granted in consideration for any form of legal consideration
that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit award may be settled by
cash, delivery of shares of Complete Solaria Common Stock, a combination of cash and shares of Complete Solaria Common Stock as determined
by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally,
dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the
applicable award agreement or by the plan administrator, restricted stock unit awards that have not vested will be forfeited once the
participant's continuous service ends for any reason.

 Restricted Stock Awards. Restricted stock awards are granted
under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for
cash, check, bank draft or money order, services to us, or any other form of legal consideration that may be acceptable to the plan administrator
and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including
vesting and forfeiture terms. If a participant's service relationship with Complete Solaria ends for any reason, Complete Solaria
may receive any or all of the shares of Complete Solaria Common Stock held by the participant that have not vested as of the date the
participant terminates service with Complete Solaria through a forfeiture condition or a repurchase right.

 Stock Appreciation Rights. Stock appreciation rights are
granted under stock appreciation right agreements adopted by the plan administrator. The plan administrator determines the strike price
for a stock appreciation right, which generally cannot be less than 100% of the fair market value of Complete Solaria Common Stock on
the date of grant. A stock appreciation right granted under the 2023 Plan vests at the rate specified in the stock appreciation right
agreement as determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of Complete Solaria Common
Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement.

 The plan administrator determines the term of stock appreciation rights
granted under the 2023 Plan, up to a maximum of 10 years. Unless the terms of a participant's stock appreciation rights agreement
provide otherwise or as otherwise provided by the plan administrator, if a participant's service relationship with Complete Solaria
or any of its affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested
stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event
that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. Unless
the terms of a participant's stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator,
if a participant's service relationship with Complete Solaria or any of its affiliates, ceases due to disability or death, or a
participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested
stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination
for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of
the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.

 Performance Awards. The 2023 Plan permits the grant of
performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash
will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period.
Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise
based on, Complete Solaria Common Stock.

 Other Stock Awards. The plan administrator may grant other
awards based in whole or in part by reference to New Complete Solaria's Common Stock. The plan administrator will set the number
of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

 Changes to Capital Structure. In the event there is a
specified type of change in the capital structure of Complete Solaria, such as a stock split, reverse stock split, or recapitalization,
appropriate adjustments will be made to (1) the class and maximum number of shares subject to the 2023 Plan, (2) the class(es) and maximum
number of shares that may be issued pursuant to the exercise of incentive stock options, and (3) the class and number of shares and exercise
price, strike price, or purchase price, if applicable, of all outstanding stock awards.

 Corporate Transactions. The following
applies to stock awards under the 2023 Plan in the event of a corporate transaction (as defined in the 2023 Plan), unless otherwise provided
in a participant's stock award agreement or other written agreement with Complete Solaria or one of its affiliates or unless otherwise
expressly provided by the plan administrator at the time of grant.

 In the event of a corporate transaction, any stock awards outstanding
under the 2023 Plan may be assumed, or continued by any surviving or acquiring corporation (or its parent company), or new awards may
be issued by such surviving or acquiring corporation (or its parent company) in substitution of such awards, and any reacquisition or
repurchase rights held by Complete Solaria with respect to the stock award may be assigned to Complete Solaria's successor (or its
parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock
awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to
the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock
awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance,
vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon
the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to
the effective time of the corporate transaction, and any reacquisition or repurchase rights held by Complete Solaria with respect to such
stock awards will lapse (contingent upon the effectiveness of the corporate transaction). Any such stock awards that are held by persons
other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction,
except that any reacquisition or repurchase rights held by Complete Solaria with respect to such stock awards will not terminate and may
continue to be exercised notwithstanding the corporate transaction.

 In the event a stock award will terminate if not
exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the
holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any)
of (i) the per share amount payable to holders of Complete Solaria Common Stock in connection with the corporate transaction, over (ii)
if applicable, any per share exercise price payable by such holder.

 Plan Amendment or Termination. Complete
Solaria's Board has the authority to amend, suspend, or terminate the 2023 Plan at any time, provided that such action does not
materially impair the existing rights of any participant without such participant's written consent. Certain material amendments
also require approval of Complete Solaria's stockholders. No ISOs may be granted after the tenth anniversary of the date the Board
adopts the 2023 Plan. No stock awards may be granted under the 2023 Plan while it is suspended or after it is terminated.

 Complete Solaria 2023 Employee Stock Purchase
Plan

 In July 2023, our Board of Directors adopted
and our stockholders approved the 2023 Employee Stock Purchase Plan (the " ESPP "). The ESPP became effective
immediately upon the Closing of the Business Combination.

 Administration. The
Board of Directors, or a duly authorized committee thereof, will administer the ESPP.

 Limitations. Our
employees and the employees of any of our designated affiliates, as designated by the Board of Directors, will be eligible to participate
in the ESPP, provided they may have to satisfy one or more of the following service requirements before participating in the ESPP, as
determined by the administrator: (1) customary employment with Complete Solaria or one of its affiliates for more than 20 hours
per week and five or more months per calendar year or (2) continuous employment with Complete Solaria or one of its affiliates
for a minimum period of time, not to exceed two years, prior to the first date of an offering. In addition, the Board of Directors
may also exclude from participation in the ESPP or any offering, employees who are "highly compensated employees" (within
the meaning of Section 423(b)(4)(D) of the Code) or a subset of such highly compensated employees. If this proposal is approved
by the stockholders, all the employees of Complete Solaria and its related corporations will be eligible to participate in the ESPP following
the Closing of the Business Combination. An employee may not be granted rights to purchase stock under the ESPP (a) if such employee
immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of Complete
Solaria's capital stock or (b) to the extent that such rights would accrue at a rate that exceeds $25,000 worth of Complete
Solaria capital stock for each calendar year that the rights remain outstanding.

 The ESPP is intended to qualify as an employee
stock purchase plan under Section 423 of the Code. The administrator may specify offerings with a duration of not more than 27 months
and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which
shares of Common Stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion,
will determine the terms of offerings under the ESPP. The administrator has the discretion to structure an offering so that if the
fair market value of a share of Complete Solaria's stock on any purchase date during the offering period is less than or equal to
the fair market value of a share of Complete Solaria's stock on the first day of the offering period, then that offering will
terminate immediately, and the participants in such terminated offering will be automatically enrolled in a new offering that begins immediately
after such purchase date.

 A participant may not transfer purchase rights
under the ESPP other than by will, the laws of descent and distribution, or as otherwise provided under the ESPP.

 Payroll Deductions. The
ESPP permits participants to purchase shares of Common Stock through payroll deductions. Unless otherwise determined by the administrator,
the purchase price of the shares will be 85% of the lower of the fair market value of Common Stock on the first day of an offering
or on the date of purchase. Participants may end their participation at any time during an offering and will be paid their accrued contributions
that have not yet been used to purchase shares, without interest. Participation ends automatically upon termination of employment with
Complete Solaria and its related corporations.

 Withdrawal. Participants
may withdraw from an offering by delivering a withdrawal form to Complete Solaria and terminating their contributions. Such withdrawal
may be elected at any time prior to the end of an offering, except as otherwise provided by the plan Administrator. Upon such withdrawal,
Complete Solaria will distribute to the employee his or her accumulated but unused contributions without interest, and such employee's
right to participate in that offering will terminate. However, an employee's withdrawal from an offering does not affect such employee's
eligibility to participate in any other offerings under the ESPP.

 Termination of Employment. A
participant's rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer
employed by Complete Solaria or any of its parent or subsidiary companies (subject to any post-employment participation period required
by law) or (ii) is otherwise no longer eligible to participate. In such event, Complete Solaria will distribute to the participant
his or her accumulated but unused contributions, without interest.

 Corporate Transactions. In
the event of certain specified significant corporate transactions, such as a merger or change in control, a successor corporation may
assume, continue, or substitute each outstanding purchase right. If the successor corporation does not assume, continue, or substitute
for the outstanding purchase rights, the offering in progress will be shortened and the participants' accumulated contributions
will be used to purchase shares of Common Stock within ten business days (or such other period specified by the plan administrator)
prior to the corporate transaction, and the participants' purchase rights will terminate immediately thereafter.

 Amendment and Termination. The
Board of Directors has the authority to amend, suspend, or terminate the ESPP, at any time and for any reason, provided certain types
of amendments will require the approval of Complete Solaria's stockholders. Any benefits, privileges, entitlements and obligations
under any outstanding purchase rights granted before an amendment, suspension or termination of the ESPP will not be materially impaired
by any such amendment, suspension or termination except (i) with the consent of the person to whom such purchase rights were granted,
(ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental regulations, or (iii) as necessary
to obtain or maintain favorable tax, listing, or regulatory treatment. The ESPP will remain in effect until terminated by the Board of
Directors in accordance with the terms of the ESPP.

 2022 Plan

 Background; Termination and No Further Grants
Under 2022 Stock Plan. Complete Solaria's board of directors adopted, and Complete Solaria's stockholders
approved, the 2022 Plan in October 2022 in connection with the Prior Transaction. The 2022 Plan amended and restated Legacy Complete
Solaria's 2021 Stock Plan.

 The 2022 Plan terminated when the 2023 Plan became
effective upon the consummation of the Business Combination. However, any outstanding awards granted under the 2022 Plan remain outstanding,
subject to the terms of Complete Solaria's 2022 Plan and award agreements, until such outstanding options are exercised or until
any awards terminate or expire by their terms.

 As of April 30, 2025, there were outstanding awards
relating to 3,265,128 shares of Common Stock under the 2022 Plan and the other Legacy Plans, collectively.

 Stock Awards. The
2022 Plan provides for the grant of incentive stock options (" ISOs ") and nonstatutory stock options to purchase
shares of Common Stock and restricted stock awards (collectively, " stock awards "). ISOs may be granted only
to Complete Solaria employees and the employees of any parent corporation or subsidiary corporation. All other awards may be granted to
Complete Solaria employees, non-employee directors and consultants and the employees and consultants of Complete Solaria affiliates.

 If a stock award granted under the 2022 Plan expires
or otherwise terminates without being exercised in full, or is settled in cash, the shares of Common Stock not acquired pursuant to the
stock award again will become available for subsequent issuance under the 2022 Plan (in the event that the 2023 Plan does not become effective
as described in the preceding paragraph). In addition, the following types of shares of Common Stock under the 2022 Plan may become available
for the grant of new stock awards under the 2022 Plan: (1) shares that are forfeited to or repurchased by Complete Solaria prior
to becoming fully vested; (2) shares retained to satisfy income or employment withholding taxes; (3) shares retained to pay
the exercise or purchase price of a stock award; or (4) shares surrendered pursuant to an option exchange program.

 Administration. The
Board of Directors, or a duly authorized committee thereof, has the authority to administer the 2022 Plan. The Board of Directors may
also delegate to one or more officers the authority to (1) designate employees (other than other officers or directors) to be recipients
of certain stock awards, and (2) grant stock awards to such individuals within parameters specified by the Board of Directors. Subject
to the terms of the 2022 Plan, the plan administrator determines the award recipients, dates of grant, the numbers and types of stock
awards to be granted and the applicable fair market value and the provisions of the stock awards, including the period of their exercisability,
the vesting schedule applicable to a stock award and any repurchase rights that may apply. The plan administrator has the authority to
modify outstanding awards, including reducing the exercise, purchase or strike price of any outstanding stock award, canceling any outstanding
stock award in exchange for new stock awards, cash or other consideration or taking any other action that is treated as a repricing under
generally accepted accounting principles, with the consent of any adversely affected participant.

 Stock Options. ISOs
and NSOs are granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determines the exercise
price for a stock option, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value
of Common Stock on the date of grant. Options granted under the 2022 Plan vest at the rate specified by the plan administrator.

 The plan administrator determines the term of
stock options granted under the 2022 Plan, up to a maximum of ten years. Unless the terms of an optionholder's stock option
agreement provide otherwise, if an optionholder's service relationship with us, or any of Complete Solaria's affiliates, ceases
for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months
following the cessation of service. The option term may be extended in the event that the exercise of the option following such a termination
of service is prohibited by applicable securities laws. If an optionholder's service relationship with Complete Solaria or any of
its affiliates ceases due to disability or death, or an optionholder dies within 3 months following cessation of service, the optionholder
or a beneficiary may generally exercise any vested options for a period of 12 months following such disability or death. In the event
of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may
an option be exercised beyond the expiration of its term.

 Acceptable consideration for the purchase of Common
Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include: (1) cash; (2) check;
(3) to the extent permitted under applicable laws, a promissory note; (4) cancellation of indebtedness; (5) other previously
owned Complete Solaria shares; (6) a cashless exercise; (7) such other consideration and method of payment permitted under applicable
laws; or (8) any combination of the foregoing methods of payment.

 Tax Limitations on Incentive Stock Options. The
aggregate fair market value, determined at the time of grant, of Common Stock with respect to ISOs that are exercisable for the first
time by an optionholder during any calendar year under all Complete Solaria stock plans may not exceed $100,000. Options or portions thereof
that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is
deemed to own stock possessing more than 10% of the total combined voting power of Complete Solaria or that of any of its affiliates unless
(1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and
(2) the term of the ISO does not exceed five years from the date of grant.

 Incentive Stock Option Limit. The
maximum number of shares of Common Stock that may be issued upon the exercise of ISOs under the 2022 Plan is 6,677,960 shares plus,
to the extent permitted by applicable law, any shares that again become available for issuance under the 2022 Plan.

 Restricted Stock Awards. Restricted
stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator. The permissible consideration
for restricted stock awards is the same as apply to stock options. Common Stock acquired under a restricted stock award may, but need
not, be subject to a share repurchase option in Complete Solaria's favor in accordance with a vesting schedule to be determined
by the plan administrator. A restricted stock award may be transferred only upon such terms and conditions as set by the plan administrator.
Except as otherwise provided in the applicable award agreement, restricted stock awards that have not vested may be forfeited or repurchased
by Complete Solaria upon the participant's cessation of continuous service for any reason.

 Changes to Capital Structure. In
the event that there is a specified type of change in Complete Solaria's capital structure, including without limitation a stock
split or recapitalization, extraordinary divided payable in a form other than shares in an amount that has a material effect on the fair
market value of the Common Stock, or any increase or decrease in the number of issued shares effected without receipt of consideration
by Complete Solaria, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under
the 2022 Plan, and (2) the class and number of shares and price per share of stock (including any repurchase price per share) subject
to outstanding stock awards.

 Corporate Transactions. The
2022 Plan provides that in the event of certain specified significant corporate transactions, unless otherwise provided in an award agreement
or other written agreement between Complete Solaria and the award holder, each outstanding award (vested or unvested) will be treated
as the plan administrator determines, including (without limitation) taking one or more of the following actions with respect to each
stock award, contingent upon the closing or completion of the transaction: (1) arranging for the assumption, continuation or substitution
of the stock award by a successor corporation, (2) arranging for the assignment of any reacquisition or repurchase rights held by
Complete Solaria in respect of Common Stock issued pursuant to the stock award to a successor corporation, or (3) canceling the stock
award in exchange for a cash payment, or no payment, as determined by the plan administrator (including a payment equal to the excess,
if any, of the fair market value of the shares as of the closing date of such corporate transaction over any exercise or purchase price
payable by the holder (which payment may be delayed to the same extent that payment of consideration to the holders of Common Stock in
connection with the transaction is delayed as a result of any escrow, holdback, earnout or similar contingencies). The plan administrator
is not obligated to treat all stock awards or portions thereof in the same manner, and the plan administrator may take different actions
with respect to the vested and unvested portions of a stock award.

 Under the 2022 Plan, a significant corporate transaction
is generally the consummation of (1) a transfer of all or substantially all of Complete Solaria's assets, (2) the consummation
of a transaction, or series of related transactions, in which any person becomes the beneficial owners of more than 50% of Complete Solaria's
then-outstanding capital stock, or (3) a merger, consolidation or other capital reorganization or business combination transaction
of Complete Solaria with our into another corporation, entity or person.

 Transferability. A
participant generally may not transfer stock awards under the 2022 Plan other than by will, the laws of descent and distribution or as
otherwise provided under the 2022 Plan.

 Amendment and Termination. The
Board of Directors has the authority to amend, suspend or terminate the 2022 Plan, provided that, with certain exceptions, such action
does not impair the existing rights of any participant without such participant's written consent. Certain material amendments also
require the approval of our stockholders. Unless terminated sooner by the Board of Directors, the 2022 Plan will automatically terminate
in October 2032. No stock awards may be granted under the 2022 Plan while it is suspended or terminated.

 2011 Plan

 Background; Termination and No Further Grants
under 2011 Stock Plan. Legacy Complete Solaria's board of directors adopted the 2011 Plan in January 2011
and was amended from to time by Legacy Complete Solaria's board of directors and its stockholders.

 The 2011 Plan was terminated in November 2021
in connection with Complete Solaria's adoption of the 2022 Plan, and no new awards may be granted under it. The 2011 Plan was assumed
by Complete Solaria in connection with the Prior Transaction. Outstanding awards granted under the 2011 Plan remain outstanding, subject
to the terms of the 2011 Plan and award agreements, until such outstanding options are exercised or terminate or expire by their terms.

 As of April 30, 2025, there were outstanding
awards relating to 3,265,128 shares of Common Stock under the 2011 Plan and the other Legacy Plans, collectively.

 Plan Administration. The
Board of Directors or a duly authorized committee of the Board of Directors administers the 2011 Plan and the awards granted under it.

 Capitalization Adjustments. In
the event that any change is made in, or other events occur with respect to, our Common Stock subject to the 2011 Plan or any stock award,
such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions, appropriate
adjustments will be made to the classes, number of shares subject to, and price per share and repurchase price, if applicable, of any
outstanding stock awards.

 Corporate Transactions. In
the event of a sale of all or substantially all of our assets or our merger, consolidation or other capital reorganization or business
combination transaction with or into another corporation, entity or person, our 2011 Plan provides that any surviving or acquiring corporation
(or parent thereof) may assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such
surviving or acquiring corporation (or parent thereof), or such awards may be terminated in exchange for a payment of cash, securities
and/or other property equal to the excess of the fair market value of the portion of the stock subject to such awards vested and exercisable
as of immediately prior to the consummation of such corporate transaction. If the surviving or acquiring corporation (or parent thereof)
does not assume or substitute outstanding awards in the corporate transaction, or exchange such awards for a payment, then each such outstanding
award shall terminate upon consummation of the corporate transaction.

 Change in Control. In
the event of a change in control (as defined in the 2011 Plan), a stock award may be subject to additional acceleration of vesting and
exercisability upon or after a change in control, as may be provided in the stock award agreement or in any other written agreement between
us and a participant. In the absence of such a provision, no such acceleration will occur.

 Amendment of Awards. The
plan administrator has the authority to modify outstanding stock awards under our 2011 Plan; provided that no such amendment or modification
may impair the rights of any participant with respect to awards granted prior to such action without such participant's written
consent.

 2016 Plan

 Background; Termination and No Further Grants
Under 2016 Plan. Solaria's board of directors adopted, and Solaria's stockholders approved, the
2016 Plan, in May 2016 and July 2016, respectively. Complete Solaria assumed the 2016 Plan in connection with the Prior Transaction.

 The 2016 Plan was terminated in November 2022
in connection with the Prior Transaction, and no new awards may be granted under it. Outstanding awards granted under the 2016 Plan remain
outstanding, subject to the terms of the 2016 Plan and award agreements, until such outstanding options are exercised or terminate or
expire by their terms.

 As of April 30, 2025, there were outstanding
awards relating to 3,265,128 shares of Common Stock under the 2016 Plan and the other Legacy Plans, collectively.

 Plan Administration. The
Board of Directors or a duly authorized committee administers the 2016 Plan and the awards granted under it.

 Capitalization Adjustments. In
the event that any change is made in, or other events occur with respect to, Common Stock subject to the 2016 Plan or any stock award,
such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions, appropriate
adjustments will be made to the classes, number of shares subject to, and the price per share, if applicable, of any outstanding stock
awards.

 Change in Control. In
the event of a Change in Control (as defined in the 2016 Plan), our 2016 Plan provides that unless otherwise provided in a written agreement
between us and any participant or unless otherwise expressly provided by the Board of Directors at the time of grant of an award, any
surviving or acquiring corporation (or parent thereof) may assume, continue or substitute such outstanding awards and any reacquisition
or repurchase rights may be assigned to such surviving or acquiring corporation (or parent thereof). If the surviving or acquiring corporation
(or parent thereof) does not assume, continue or substitute outstanding awards in the corporate transaction, then the Board of Directors
may provide for the accelerated vesting (in whole or in part) of any or all awards or may cancel any award for such consideration, if
any, as the Board of Directors may consider appropriate.

 Amendment of Awards. The
plan administrator has the authority to modify outstanding stock awards under our 2016 Plan; provided that no such amendment or modification
may impair the rights of any participant with respect to awards granted prior to such action without such participant's written
consent.

 2006 Plan

 Background; Termination and No Further Grants
Under 2006 Plan. Solaria's board of directors adopted, and Solaria's stockholders approved, the
2006 Plan, in February 2006 and August 2006, respectively, and it was amended and restated from to time by Solaria's board
of directors and its stockholders.

 The 2006 Plan was terminated in February 2016
in connection with Solaria's adoption of the 2016 Plan, and no new awards may be granted under it. Complete Solaria assumed
the outstanding awards granted pursuant to the 2006 Plan in connection with the Prior Transaction. Outstanding awards granted under the
2006 Plan remain outstanding, subject to the terms of the 2006 Plan and award agreements, until such outstanding options are exercised
or terminate or expire by their terms.

 As of April 30, 2025, there were outstanding
awards relating to 3,265,128 shares of Common Stock under the 2066 Plan and the other Legacy Plans, collectively.

 Plan Administration. The
Board of Directors or a duly authorized committee administers the 2006 Plan and the awards granted under it.

 Capitalization Adjustments. In
the event that any change is made in, or other events occur with respect to, our Common Stock subject to the 2006 Plan or any stock award,
such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions affecting
the shares subject to the 2006 Plan, appropriate adjustments will be made to the class and number of shares subject to, and the price
per share, if applicable, of any outstanding stock awards.

 Change in Control. In
the event of a change in control (as defined in the 2006 Plan), our 2006 Plan provides that any successor corporation (or parent thereof)
will assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such surviving or acquiring
corporation (or parent thereof). If the surviving or acquiring corporation (or parent thereof) does not assume or substitute outstanding
awards in the corporate transaction, then the vesting of outstanding awards held by participants will accelerate in full and any repurchase
rights held by us with respect to such awards will lapse, contingent upon the effectiveness of such transaction. Notwithstanding the foregoing,
to the extent that stock awards will terminate if not exercised prior to the effective time of a corporate transaction, our Board of Directors
may provide that such awards will be canceled for a payment equal to the excess, if any, of the value of the property the holder would
have received upon exercise of such award over any exercise price payable.

 In addition, with respect to awards (and, if applicable,
shares of restricted stock acquired pursuant to such awards) granted to non-employee directors that are assumed or substituted for, if
on or following the date of such assumption or substitution such individual's status as a director is involuntarily terminated,
such individual shall fully vest in and have the right to exercise awards as to all of the shares subject thereto.

 Also, with respect to awards (and, if applicable,
shares of restricted stock acquired pursuant to such awards) granted to participants that are assumed or substituted for, if either (x) such
participant remains continuously employed by us or our successor through the one-year anniversary of such change in control or (y) such
participant's employment is involuntarily terminated without cause (as such term is defined in the 2006 Plan), or such participant's
duties are material diminished, in either case at any time prior to the one-year anniversary of such change in control, such individual
will vest into such awards on an accelerated basis as if such individual had provided an additional 12 months of continuous service,
such individual shall fully vest in and have the right to exercise awards as to all of the shares subject thereto.

 Amendment of Awards. The
plan administrator has the authority to modify outstanding stock awards under our 2006 Plan; provided that no such amendment or modification
may impair the rights of any participant with respect to awards granted prior to such action without such participant's written
consent.

 Health and Welfare Benefits

 Complete Solaria provides benefits to its named
executive officers on the same basis as provided to all of its employees, including health, dental and vision insurance; life and disability
insurance; and a tax-qualified Section 401(k) plan. Complete Solaria does not maintain any executive-specific benefit or perquisite
programs.

 Rule 10b5-1 Sales Plans

 Complete Solaria's directors and executive
officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of
Common Stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director
or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1
plan in some circumstances and may terminate a plan at any time. Complete Solaria's directors and executive officers also may buy
or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject
to compliance with the terms of our insider trading policy.

 Emerging Growth Company Status

 Complete Solaria is an "emerging growth
company," as defined in the JOBS Act. As an emerging growth company it is exempt from certain requirements related to executive
compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating
to the ratio of total compensation of its chief executive officer to the median of the annual total compensation of all of its employees,
each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and
Consumer Protection Act.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 Securities Authorized for Issuance under Equity
Incentive Plans

 The following table provides certain information
with respect to our 2023 Plan and Legacy Plans as of December 31, 2024.

 Plan Category

 (a)
 to be
 Issued Upon
 Exercise of
 Outstanding
 Options,
 Warrants and
 Rights

 (b)
 Weighted-
 Average
 Exercise Price
 of Outstanding
 Options,
 Warrants and
 Rights

 (c)
 Remaining
 Available
 for Future
 Issuance
 Under Equity
 Compensation
 Plans
 (Excluding
 Reflected in
 Column (a))

 Equity compensation plans approved by stockholders

 10,306,835

 $
 2.5375

 1,340,493

 Equity compensation plans not approved by stockholders

 —

 —

 —

 Total

 10,306,835

 $
 2.5375

 1,340,493

 Security Ownership of Certain Beneficial Owners and Management

 The following table sets forth information regarding
the beneficial ownership of shares of our Common Stock as of April 30, 2025 by:

 each person known to be the beneficial owner of more than
5% of the outstanding shares of our Common Stock;

 each of our directors and director nominees;

 each executive officer; and

 all of our directors and executive officers as a group.

 The SEC has defined "beneficial ownership"
of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder
is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days
after that date through (a) the exercise of any option, warrant or right; (b) the conversion of a security; (c) the power
to revoke a trust, discretionary account or similar arrangement; or (d) the automatic termination of a trust, discretionary account
or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person,
ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become
exercisable within 60 days, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage
ownership of any other person.

 This table is based upon information supplied
by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the
footnotes to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of our Common Stock beneficially owned by them. Applicable percentages are based
on 65,781,061 shares of Common Stock outstanding as of March 31, 2025, adjusted as required by rules promulgated by the SEC.

 Name and Address of Beneficial Owner (1)

 Shares

 Percentage of
 Common Stock
 Outstanding

 5% or Greater Stockholders:

 Ecosystem Integrity Fund II, L.P. (2)

 8,399,653

 12.3
 %

 Thurman J. (T.J.) Rodgers (3)

 10,891,582

 16.3
 %

 Entities affiliated with Alyeska Investment Group, L.P. (4)

 7,236,624

 10.9
 %

 Entities Affiliated with Kline Hill (5)

 7,299,695

 10.3
 %

 Executive Officers and Incumbent Directors and Director Nominees:

 Thurman J. Rodgers (3)

 10,891,582

 16.3
 %

 William J. Anderson (6)

 2,691,833

 3.9
 %

 Antonio R. Alvarez (7)

 94,452

 *

 —

 —

 Devin Whatley (2)

 8,487,777

 12.4
 %

 Tidjane Thiam (8)

 265,193

 *

 Adam Gishen (9)

 268,468

 *

 Ronald Pasek (10)

 113,437

 *

 Chris Lundell (11)

 248,619

 *

 Lothar Maier

 —

 —

 J. Daniel McCranie (12)

 —

 *

 All directors and executive officers as a group (11 persons)

 23,061,361

 32.3
 %

 *
 Less than one percent.

 (1)
 Unless otherwise indicated, the business address of each
of the directors and executive officers of the Company is c/o Complete Solaria, Inc., 45700 Northport Loop East, Fremont, CA 94538.

 (2)
 Includes (i) 5,832,054 shares held by Ecosystem
Integrity Fund II, L.P., of which Mr. Devin Whatley is the managing member of the general partner, (ii) 198,346 shares
held by EIF CS SPV LLC, and (iii) 2,369,253 shares issuable pursuant to Complete Solaria warrants exercisable within 60 days
of April 30, 2025. The business address of each of Ecosystem Integrity Fund II, L.P., EIF CS SPV LLC and Mr. Whatley is 20
Richelle Court, Lafayette, California 94549. In the case of Mr. Whatley, also includes 88,124 shares issuable pursuant to stock
options exercisable within 60 days of April 30, 2025.

 (3)
 Includes (i) 485,562 shares held by Rodgers Capital,
LLC, (ii) 8,842 shares held by Thurman J. Rodgers, (iii) 7,701,602 shares held by the Rodgers Massey Revocable
Living Trust, (iv) 1,838,235 shares held by the Rodgers Massey Freedom and Free Markets Charitable Trust, (v) 724,416 shares
issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (vi) 132,925 shares issuable
pursuant to stock options exercisable within 60 days of April 30, 2025. The business address of the foregoing holders is 45700 Northport
Loop East, Fremont, CA 94538. In addition to the foregoing and the number of shares reflected in the table above, (a) the Rodgers
Massey Revocable Living Trust holds $18,000,000 principal amount of the July 2024 Notes, which, subject to the terms and conditions
of the July 2024 Notes, are convertible into 10,714,285 shares of Common Stock, (b) the Rodgers Massey Revocable Living Trust
and the Mordgers Massey Freedom and Free Markets Charitable Trust own in the aggregate $8,000,000 principal amount of the September 2024
Notes, which, subject to the terms and conditions of the September 2024 Notes, are convertible into 3,742,690 shares of Common Stock,
and (c) 13,888,889 shares of Common Stock are issuable (but not yet issued) as Amendment Shares in respect of the First Safe and
the Second Safe (all as defined below).

 (4)
 Based solely on information obtained from a Schedule 13G
filed by Alyeska Investment Group, L.P. on February14, 2025. Represents 219,080 shares of Common Stock held by Alyeska Investment Group,
L.P., Alyeska Fund GP, LLC, and Anand Parekh, as well as 7,017,544 shares of Common Stock issuable under the September 2024 Notes.
The September 2024 Notes are not currently convertible in accordance with their terms. The principal business address is 77 West
Wacker Drive, 7 th Floor, Chicago, IL 60601.

 (5)
 Based solely on information obtained from a Schedule 13G
filed by KHP Fund GP LLC ("KHP Fund GP") on February 5, 2025. Includes (i) an aggregate of 2,383,534 shares of
Common Stock held by Kline Hill Partners Fund LP ("KHP LP"), Kline Hill Partners IV SPV LLC ("KHP IV SPV")
and Kline Hill Partners Opportunity IV SPV LLC ("KHP Opportunity IV SPV"), (ii) an aggregate of 4,745,675
shares of Common Stock issuable upon the conversion of the outstanding convertible promissory notes held by KHP LP, KHP IV SPV and
KHP Opportunity IV SPV and (iii) an aggregate of 170,486 shares of Common Stock issuable upon the exercise of warrants held
by KHP LP, KHP IV SPV and KHP Opportunity IV SPV. KHP Fund GP is the general partner of KHP LP and may be deemed to share
voting, investment and dispositive power with respect to these securities. Kline Hill Partners Fund IV LP ("KHP IV LP")
is the sole member of KHP IV SPV and may be deemed to share voting, investment and dispositive power with respect to these securities.
KHP Fund IV GP is the general partner of KHP IV LP and may be deemed to share voting, investment and dispositive power with
respect to these securities. KHP Opportunity IV LP is the sole member of KHP Opportunity IV SPV and may be deemed to share
voting, investment and dispositive power with respect to these securities. KHP Fund IV GP is the general partner of KHP Opportunity IV
LP and may be deemed to share voting, investment and dispositive power with respect to these securities. Michael Bego and Jared Barlow
are the managing members of KHP Fund GP and KPH Fund IV GP and may be deemed to share voting, investment and dispositive power with
respect to these securities. Other than those securities reported herein as being held directly by such securityholder, each of them
disclaims any such beneficial ownership of such securities, except to the extent of their respective pecuniary interest. The business
address for Kline Hill is 325 Greenwich Ave., 3 rd Floor, Greenwich, CT 06830.

 (6)
 Includes (i) 934,751 shares of Common Stock, (ii) 1,615,895 shares
issuable pursuant to stock options exercisable within 60 days of April 30, 2025, and (iii) 141,187 shares issuable pursuant to Complete
Solaria warrants exercisable within 60 days of April 30, 2025.

 (7)
 Includes 94,452 shares issuable pursuant to stock options
exercisable within 60 days of April 30, 2025.

 (8)
 Includes (i) 158,624 shares of Common Stock, (ii) 12,117
shares issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (iii) 94,452 shares
issuable pursuant to stock options exercisable within 60 days of March 31, 2025.

 (9)
 Includes (i) 167,742 shares of Common Stock, (ii) 1,211 shares
issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (iii) 99,515 shares issuable
pursuant to stock options exercisable within 60 days of April 30, 2025.

 (10)
 Includes 113,437 shares issuable pursuant to stock options
exercisable within 60 days of April 30, 2025.

 (11)
 Includes 248,619 shares issuable pursuant to stock options
exercisable within 60 days of April 30, 2025.

 (12)
 The Dan and Kathy McCranie 2000 Revocable Trust holds September
2024 Notes convertible into 350,877 shares of Common Stock. Mr. McCranie serves as trustee of the Dan and Kathy McCranie 2000 Revocable
Trust. Mr. McCranie disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest
therein.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 The compensation arrangements for our directors
and executive officers are described in Item 11 above, and the descriptions of such compensation arrangements are incorporated by reference
into this section. Additionally, below is a description of transactions since January 1, 2024 to which we were a party, in which:

 the amounts involved exceeded or will exceed $120,000; and

 any of our directors, executive officers or holders of more
than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons,
had or will have a direct or indirect material interest.

 Simple Agreements For Future Equity

 On January 31, 2024, we entered into a simple
agreement for future equity (the " First SAFE ") with the Rodgers Massey Freedom and Free Markets Charitable
Trust (the " Purchaser ") in connection with the Purchaser investing $1.5 million in us. The First SAFE
was initially convertible into shares of our Common Stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction
or series of transactions with the principal purpose of raising capital (an " Equity Financing "), pursuant to
which we have issued and sold Common Stock in an equity financing at a per share conversion price which was equal to the lower of (i)(a) $53.54 million
divided by (b) our capitalization immediately prior to such Equity Financing (such conversion price, the " SAFE Price "),
and (ii) 80% of the price per share of our Common Stock sold in the Equity Financing. Thurman J. Rodgers is a trustee of the
Purchaser, and he is the Executive Chairman of our Board of Directors and our Chief Executive Officer.

 On February 15, 2024, we entered into a second
simple agreement for future equity (the " Second SAFE ") with the Purchaser in connection with the Purchaser investing
$3.5 million in us. The Second SAFE was initially convertible into shares of our Common Stock upon the initial closing of an Equity
Financing at a per share conversion price which was equal to the lower of (i) the SAFE Price, and (ii) 80% of the price per
share of our Common Stock sold in the Equity Financing. Thurman J. Rodgers is a trustee of the Purchaser, and he is the Executive
Chairman of our Board of Directors and our Chief Executive Officer.

 On April 21, 2024, we entered into an amendment
to each of our First SAFE and Second SAFE with the Rodgers Massey Freedom and Free Markets Charitable Trust to convert the invested
amounts into shares of our Common Stock. The conversion share price was $0.36, calculated as the product of (i) $0.45, the closing
price of our Common Stock on April 19, 2024, multiplied by (ii) 80%. The First SAFE and Second SAFE converted into 4,166,667
and 9,722,222 shares of our Common Stock, respectively (collectively, the " Amendment Shares "); however,
the Amendment Shares remain to be issued, the Amendment Shares are not included in the 65,781,061 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting, and the Purchaser and its affiliates entitled to receive the Amendment Shares are not currently
able to vote the Amendment Shares at the Annual Meeting.

 On May 13, 2024, we entered into a further
simple agreement for future equity (the " Rodgers Group SAFE ") with the Purchaser in connection with the Purchaser's
investment of $1,000,000. The Rodgers Group SAFE is convertible into shares of Common Stock upon the initial closing of a bona fide transaction
or series of transactions with the principal purpose of raising capital, pursuant to which we issue and sell Common Stock in an equity
financing at a per share conversion price which is equal to 50% of the price per share of Common Stock sold in the Equity Financing.
If we consummate a change of control prior to the termination of the Rodgers Group SAFE, the Purchaser will be automatically entitled
to receive a portion of the proceeds of such liquidity event equal to $1,000,000, subject to certain adjustments as set forth in the Rodgers
Group SAFE. The Rodgers Group SAFE is convertible into a maximum of 2,750,000 shares of Common Stock, assuming a per share conversion
price of $0.275, which is the product of (i) $0.55, the closing price of the Common Stock on May 13, 2024, multiplied by (ii) 50%.
Thurman J. Rodgers is a trustee of the Purchaser, and he is the Executive Chairman of our Board of Directors and our Chief Executive
Officer.

 Exchange Agreement and Related Transactions

 Exchange Agreement

 On July 1, 2024, we entered into an Exchange
Agreement (the " Exchange Agreemen t ") with CRSEF Solis Holdings, L.L.C., a Delaware limited liability company
(" Carlyle "), Kline Hill Partners Fund LP, a Delaware limited partnership (" Kline Fund "),
Kline Hill Partners IV SPV LLC, a Delaware limited liability company (" Kline Partners ") and Kline Hill
Partners Opportunity IV SPV LLC, a Delaware limited liability company (" Kline Opportunity " and together
with Kline Fund and Kline Partners, " Kline Hill ") providing for, among other things: the cancellation of all
indebtedness owed to Carlyle and Kline Hill by the Company; termination of all debt instruments by and between the Company and Carlyle
and by and between Kline Hill; the satisfaction of all obligations owed to Carlyle and Kline Hill by the Company under the terminated
debt instruments; the issuance of convertible notes to Carlyle and Kline Hill (as further detailed below under " July 2024
Note Financing "); and the issuance of 1,500,000 shares of Common Stock to Kline Hill (as further discussed in the paragraph
below). Kline Hill is a 5% holder of Complete Solaria's capital stock.

 Issuance of 1,500,000 Shares of Common
Stock to Kline Hill

 On July 1, 2024, we entered into the Purchase
Agreements with Kline Hill. Pursuant to the terms of the Purchase Agreements, Kline Hill purchased an aggregate of 1,500,000 shares
of Common Stock in consideration for the cancellation of indebtedness owed to Kline Hill. Kline Hill is a 5% holder of Complete Solaria's
capital stock.

 Designated Board Observer Agreements

 In addition, in consideration for the entry of
Carlyle and Kline Hill into the Exchange Agreement, on July 1, 2024, we entered into that certain Designated Board Observer Agreement
with Carlyle Entity and Kline Partners, pursuant to which Kline Partners and Carlyle each have the right to designate a person to attend
certain meetings of the Board in solely a non-voting, observer capacity. Each of Carlyle and Kline Hill is a 5% holder of Complete Solaria's
capital stock.

 SCI Debt Restructuring

 In October 2023, the Company entered into
an Assignment Agreement whereby Structural Capital Investments III, LP (" SCI ") assigned the debt payable
by the Company and its affiliates to SCI (the " SCI Debt ") to Kline Hill and Rodgers Massey Revocable Living
Trust for a total purchase price of $5.0 million. The portion of the SCI Debt acquired by Kline Hill was cancelled as part of the
Exchange Agreement. In connection with the Exchange Agreement, the principal amount of $3.5 million of the SCI Debt was exchanged
for the July 2024 Notes (as defined below) issued to Kline Hill.

 Certain Indebtedness Payable to the Rodgers
Massey Revocable Living Trust

 The principal portion of the SCI Debt owing to
the Rodgers Massey Revocable Living Trust of $1.5 million (plus accrued interest) remained outstanding as of December 29, 2024
and is outstanding as of April 30, 2025. The outstanding amount, plus accrued interest, is due on demand to the Rodgers Massey Revocable
Living Trust. Thurman J. Rodgers is a trustee of the Rodgers Massey Revocable Living Trust, and he is the Executive Chairman of our
Board of Directors and our Chief Executive Officer.

 July 2024 Notes

 On July 1, 2024, we entered into Note Purchase
Agreements and the Exchange Agreement (together the " July 2024 Purchase Agreement "), pursuant to which
we issued to certain accredited investors and qualified institutional buyers approximately $50.0 million in aggregate principal amount
in convertible promissory notes (the " July 2024 Notes "). The July 2024 Notes accrue interest at the
rate of 12.0% annually, which will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1,
2025. The July 2024 Notes are convertible at the option of the holders at any time prior to the payment of the payment of the
principal amount of such convertible note in full. Upon conversion of any convertible note, we will satisfy its conversion obligation
by delivering shares of Common Stock and paying cash in respect of any fractional shares. The conversion rate for the convertible
notes is initially equal to 595.2381 shares of Common Stock per $1,000 principal amount due under the convertible notes. The conversion
rate shall be subject to adjustment from time to time pursuant to the terms of the convertible notes. The following table summarizes the
participation in the July 2024 Note Financing by Complete Solaria's holders of more than 5% of any class of Complete Solaria's
capital stock as of the date of such transactions:

 Name of Stockholder

 Aggregate
 Purchase
 Price

 Rodgers Massey Revocable Living Trust

 $
 18,000,000

 CRSEF Solis Holdings, L.L.C.

 $
 10,000,000

 Kline Hill Partners Opportunity IV SPV LLC

 $
 1,993,183

 Kline Hill Partners IV SPV LLC

 $
 1,993,183

 Kline Hill Partners Fund LP

 $
 3,986,365

 September 2024 Notes

 On September 8, 2024, September 11,
2024 and September 22, 2024, we entered into note purchase agreements with certain accredited investors and qualified institutional
buyers relating to the sale and issuance of $80.0 million in aggregate principal amount of our 7.0% Convertible Notes due 2029 (the
" September 2024 Notes "). The Company issued $4.0 million principal amount of the September 2024
Notes to the Rodgers Family and Free Markets Charitable Trust, and the Company issued $4.0 million principal amount of the September 2024
Notes to the Rodgers Massey Revocable Living Trust. Thurman J. Rodgers is the Chief Executive Officer, a member of the Board of Directors,
and trustee of each of the Rodgers Family and Free Markets Charitable Trust and the Rodgers Massey Revocable Living Trust. The Rodgers
Massey Revocable Living Trust is a 5% holder of Complete Solaria's capital stock. Additionally, the Company also issued $750,000
principal amount of the 7.0% Convertible Notes due 2029 to the Dan and Kathy McCranie 2000 Revocable Trust, for which J. Daniel McCranie
serves as trustee. Mr. McCranie was appointed to serve as a director of the Company on January 24, 2025.

 Interest on the September 2024 Notes accrues
at a rate of 7.00% per year from September 16, 2024 and will be payable semiannually in arrears on January 1 and July 1
of each year, beginning on January 1, 2025. On or after September 16, 2025, until the close of business on the second scheduled trading
day immediately preceding the maturity date, holders of the September 2024 Notes may convert all or any portion of their September 2024
Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder. Upon conversion, the Company may satisfy
its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares
of Common Stock, at the Company's election, in the manner and subject to the terms, conditions and limitations provided in the Indenture.
On December 18, 2024, at our annual meeting of stockholders, our stockholders approved the issuance of shares of our common stock
upon conversion of the September 2024 Notes in excess of the limitations otherwise applicable under the Indenture as a result of
Nasdaq Listing Rule 5635(d)(2). As a result of this stockholder approval, we will seek approval to amend the Indenture to enable
the earlier conversion of the September 2024 Notes.

 The conversion rate for the September 2024
Notes is initially 467.8363 shares of Common Stock per $1,000 principal amount of September 2024 Notes. The conversion rate for the
September 2024 Notes is subject to adjustment from time to time in accordance with the terms of the Indenture. In addition, upon
a conversion of the September 2024 Notes after September 16, 2025, following certain corporate events that occur prior to the
maturity date of the September 2024 Notes or if the Company delivers a notice of redemption in respect of the September 2024
Notes, the Company will, under certain circumstances, increase the conversion rate of the September 2024 Notes for a holder who elects
to convert its September 2024 Notes following September 16, 2025, in connection with such a corporate event that occurs prior
to the maturity date, or if the Company delivers a notice of redemption in respect of the September 2024 Notes.

 Pegasus Solar

 During 2024, Pegasus Solar entered into commercial
agreements with Complete Solaria. Pegasus Solar designs and manufactures solar panel hardware and mounting systems that are purchased
by Complete Solaria. Devin Whatley, a director, is the general partner of Ecosystem Integrity Fund, which holds an equity investment in
Pegasus Solar. All agreements between Complete Solaria and Pegasus Solar were entered into in the ordinary course of business. Since January 1,
2024, we have paid Pegasus Solar approximately $235,422 for the products supplied by Pegasus Solar to Complete Solaria. Other than indirectly
through Ecosystem Integrity Fund's equity interest in Pegasus Solar, Mr. Whatley does not have a direct financial interest
in our relationship with Pegasus Solar or our transactions with Pegasus Solar. Mr. Whatley was not involved in the negotiation of
the commercial agreements between Complete Solaria and Pegasus Solar.

 SameDay Solar

 Complete Solaria previously entered into commercial
agreements with SameDay Solar, a residential solar installer. William Anderson, a director and our former Chief Executive Officer, owns
60% of the equity securities of SameDay Solar, and he is Chief Executive Officer of SameDay Solar. All agreements between Complete Solaria
and SameDay Solar previously were entered into in the ordinary course of business. Since January 1, 2024, we have paid SameDay Solar
a total of approximately $1,065,833. Since January 1, 2024, Mr. Anderson has received approximately $15,000 of remuneration
from SameDay Solar relating to its relationship with Complete Solaria. Given his equity ownership, Mr. Anderson also has a 60% interest
in SameDay Solar's profits and earnings.

 Employment Arrangements

 Complete Solaria has entered into employment agreements
with certain of its executive officers. For more information regarding these agreements with Complete Solaria's named executive
officers, see the section titled " Employment Arrangements with Named Executive Officers. "

 Stock Option Grants to Directors and Executive
Officers

 Complete Solaria has granted stock options to
certain of its directors and executive officers. For more information regarding the stock options and stock awards granted to Complete
Solaria's directors and named executive officers, see the section titled " Executive Compensation."

 Indemnification Agreements

 Complete Solaria entered into new indemnification
agreements with the directors and officers of Complete Solaria following the Business Combination.

 Complete Solaria's certificate of incorporation
contains provisions limiting the liability of directors, and Complete Solaria's amended and restated bylaws provide that Complete
Solaria will indemnify each of its directors and officers to the fullest extent permitted under Delaware law. Complete Solaria's
amended and restated certificate of incorporation and amended and restated bylaws also provide the Board of Directors with discretion
to indemnify Complete Solaria's employees and other agents when determined appropriate by the Board of Directors.

 Policies and Procedures for Related Person
Transactions

 The Board of Directors adopted a written related
person transactions policy that sets forth Complete Solaria's policies and procedures regarding the identification, review, consideration
and oversight of "related person transactions." For purposes of the Complete Solaria policy only, a "related person
transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)
in which Complete Solaria or any of its subsidiaries are participants involving an amount that exceeds $120,000, including purchases of
goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees
of indebtedness, subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act.

 Under the policy, the related person in question
or, in the case of transactions with a holder of more than 5% of any class Complete Solaria's voting securities, an officer with
knowledge of a proposed transaction, must present information regarding the proposed related person transaction to Complete Solaria's
Audit Committee (or, where review by Complete Solaria's Audit Committee would be inappropriate, to another independent body of the
Board of Directors) for review. To identify related person transactions in advance, Complete Solaria will rely on information supplied
by Complete Solaria's executive officers, directors and certain significant stockholders. In considering a related person transaction,
Complete Solaria's Audit Committee will take into account the relevant available facts and circumstances, which may include, but
are not limited to:

 the risks, costs, and benefits to Complete Solaria;

 the impact on a director's independence in the event
the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

 the extent of the related person's interest in the transaction;

 the purpose and terms of the transaction;

 management's recommendation with respect to the proposed
related person transaction;

 the availability of other sources for comparable services
or products; and

 whether the transaction is on terms comparable to those that
could be obtained in an arm's length transaction.

 Complete Solaria's Audit Committee will
approve only those transactions that it determines are fair to us and in Complete Solaria's best interests.

 ITEM
14. Principal Accountant Fees and Services

 Principal Accountant Fees and Services

 The following table sets forth
the aggregate fees billed for professional audit services and other services rendered by BDO for fiscal year 2024. All of the services
described in the following fee table were approved by the Audit Committee.

 Year Ended
 2024

 Year Ended
 2023

 Audit Fees (1)

 $
 2,601

 $
 —

 Audit-Related Fees (2)

 4,621

 —

 Tax Fees (3)

 —

 —

 All Other Fees

 —

 —

 Total Fees

 $
 7,222

 $
 —

 The following table sets forth
the aggregate fees billed for professional audit services and other services rendered by Deloitte for fiscal years 2024 and 2023. All
of the services described in the following fee table were approved by the Audit Committee.

 Year Ended
 2024

 Year Ended
 2023

 Audit Fees (1)

 $
 —

 $
 1,440

 Audit-Related Fees (2)

 Tax Fees (3)

 —

 All Other Fees

 —

 Total Fees

 $

 $
 1,987

 (1)
 Audit Fees — This category includes the audit of our annual financial
 statements, the audit of our internal control over financial reporting, if applicable, the review of our financial statements
 included in our Quarterly Reports on Form 10-Q, and services that are normally provided by the independent registered public
 accounting firm in connection with statutory audit and regulatory filings for those fiscal years. This category also includes
 advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

 (2)
 Audit-Related Fees — This category
generally consists of assurance and related services, such as due diligence related to acquisition, business combination and finance
offering.

 (3)
 Tax Fees — This category consists
of services for tax compliance, tax advice, and tax planning.

 Pre-Approval Policies and Procedures

 Our Audit Committee has procedures in place for
the pre-approval of all audit services, audit-related services, tax services, and other services rendered by our independent registered
public accounting firm. Our Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related
services and tax services up to specified amounts. Pre-approval may also be given as part of our Audit Committee's approval of the
scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is
engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee's members,
but the decision must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has determined that the
rendering of services other than audit services by our independent registered public accounting firm is compatible with maintaining the
principal accountant's independence.

 Transition from Deloitte
to BDO

 On
August 1, 2024, we notified Deloitte & Touche LLP ("Deloitte") of its dismissal, effective as of the same day,
as our independent registered public accounting firm. Deloitte served as our independent registered public accounting firm since the closing
of the Business Combination. The decision to change the independent public accounting firm was approved by our Audit Committee.

 During
the years ended December 31, 2022 and 2023 and the subsequent interim period through July 31, 2024, there were no: (1) disagreements
with Deloitte within the meaning of Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Deloitte's satisfaction,
would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable
events under Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, except with respect to the
material weaknesses as described below and in Item 9A of this Annual Report on Form 10-K.

 As
previously disclosed in our Annual Report on Form 10-K for fiscal 2023, we determined that material weaknesses in our internal control
over financial reporting existed because (a) we did not have sufficient full-time accounting personnel, (i) to enable appropriate
reviews over the financial close and reporting process, (ii) to allow for appropriate segregation of duties, and (iii) with
the requisite experience and technical accounting knowledge to identify, review and resolve complex accounting issues under generally
accepted accounting principles in the U.S., and (b) with respect to inventory controls related to the completeness, existence, and
cut-off of the inventories held at third parties, and controls related to the calculation of adjustments to inventory for items considered
excessive and obsolete. Additionally, we did not adequately design and/or implement controls related to conducting a formal risk assessment
process.

 The
audit reports of Deloitte on our consolidated financial statements as of and for the years ended December 31, 2022 and 2023
did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
principles, except that there was an explanatory paragraph describing conditions that raised substantial doubt about our ability to continue
as a going concern in Deloitte's audit opinions dated April 6, 2023 and April 1, 2024.

 We
provided Deloitte with a copy of the auditor change disclosures prior to filing them with the Securities and Exchange Commission in our
Current Report on Form 8-K on August 1, 2024 (the "Form 8-K") and requested that Deloitte furnish a letter
addressed to the Securities and Exchange Commission stating whether or not it agreed with the statements made in the Form 8-K, as
specified by Item 304(a)(3) of Regulation S-K. A copy of Deloitte's letter dated August 1, 2024 was filed
as Exhibit 16.1 to the Form 8-K.

 On
August 1, 2024, following the dismissal of Deloitte, the Audit Committee, after a competitive process to review the appointment of
the Company's independent registered public accounting firm, approved the engagement of BDO USA, P.C. ("BDO") as the
Company's independent registered public accounting firm.

 During
our fiscal years ended December 31, 2022 and 2023 and through July 31, 2024, neither the Company, nor anyone on its behalf,
consulted BDO regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was the
subject of a "disagreement" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) or "reportable
event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 Transition from Marcum
to Deloitte

 On
July 18, 2023, the Audit Committee of the Company's board of directors approved the engagement of Deloitte as the Company's
independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December
31, 2023. Deloitte previously served as the independent registered public accounting firm of Legacy Complete Solaria prior to the Business
Combination. Accordingly, Marcum LLP ("Marcum"), FACT's independent registered public accounting firm prior to the Business
Combination, was informed that it would be replaced by Deloitte as the Company's independent registered public accounting firm,
following the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 Marcum's report of independent
registered public accounting firm dated April 6, 2023 on the FACT balance sheet as of December 31, 2022, the related statements of operations,
changes in shareholders' deficit and cash flows for each of the two years in the period ended December 31, 2022, and the related
notes to the financial statements did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainties, audit scope or accounting principles, except for an explanatory paragraph in such report regarding substantial doubt
about FACT's ability to continue as a going concern. FACT determined that a material weakness exists in its internal control over
financial reporting related to the accounting for complex financial instruments, accrued expenses and accounts payable, and foreign exchange
transactions.

 During the period from December
23, 2020 (FACT's inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, there were no "disagreements"
(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Marcum on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have
caused Marcum to make reference thereto in its reports on FACT's financial statements for such periods. During the period from December
23, 2020 (FACT's inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, there have been
no "reportable events" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

 During the period from December
23, 2020 (FACT's inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, (i) the Company
did not both (a) consult with Deloitte as to the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements and (b) receive
a written report or oral advice that Deloitte concluded was an important factor considered by the Company in reaching a decision as to
such accounting, auditing, or financial reporting issue; and (ii) the Company did not consult Deloitte on any matter that was either the
subject of a "disagreement" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 The
Company has provided Marcum with a copy of the disclosures made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation
S-K under the Exchange Act and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees
with the statements made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and,
if not, stating the respects in which it does not agree. A letter from Marcum is attached hereto as Exhibit 16.1.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) The following are filed with this Annual Report
on Form 10-K:

 1.

 Financial Statements: See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

 2.

 Financial Statement Schedules: All financial statement schedules have been omitted because they are not required, not applicable or the required information is otherwise included.

 3.

 Exhibits: The exhibits listed below are filed as part of this Annual Report on Form 10-K or incorporated herein by reference, in each case as indicated below.

 Exhibit Number

 Exhibit Description

 Form

 File Number

 Filing Date

 1.1

 Controlled Equity Offering SM Sales Agreement dated December 19, 2024 by and between Complete Solaria, Inc. and Cantor Fitzgerald & Co.

 S-3

 333-283948

 1.2

 2024-12-20

 2.1

 Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation, and The Solaria Corporation

 S-4

 333-269674

 2.1

 2023-05-31

 2.2

 Agreement and Plan of Merger, dated as of October 3, 2022, by and between Complete Solar Holding Corporation, Complete Solar Midco, LLC, Complete Solar Merger Sub, Inc., The Solaria Corporation, and Fortis Advisors LLC

 S-4

 333-269674

 2.4

 2023-02-10

 2.3

 Asset Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies, Ltd.

 2.1

 2023-09-21

 3.1

 Certificate of Incorporation of Complete Solaria

 3.1

 2023-07-21

 3.2

 Bylaws of Complete Solaria

 3.2

 2023-07-21

 4.1

 Form of Replacement Warrant

 4.1

 2023-10-12

 4.2

 Form of First Amendment to Replacement Warrant

 4.2

 2023-10-12

 4.3

 Amended and Restated Registration Rights Agreement, dated July 18, 2023, by and among the Company and certain other stockholders party thereto

 4.1

 4.4

 Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

 4.1

 2021-03-2

 4.5

 Indenture, dated September 16, 2024, between the Company and U.S. Bank Trust Company, National Association

 4.1

 2024-09-26

 4.6

 Form of 7.0% Convertible Senior Note due 2029

 4.2

 2024-09-26

 4.7

 Form of Indenture

 S-3

 333-283948

 4.13

 2024-12-20

 4.8*

 Description of Capital Stock

 10.1

 Form of Indemnification Agreement

 10.23

 10.2

 Forward Purchase Agreement, dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc.

 10.24

 10.3

 Forward Purchase Agreement, dated July 13, 2023, between Polar Multi-Strategy Master Fund; Freedom Acquisition I Corp. and Complete Solaria, Inc.

 10.25

 10.4

 Forward Purchase Agreement, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc.

 10.26

 10.5

 FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc.

 10.27

 Exhibit Number

 Exhibit Description

 Form

 File Number

 Filing Date

 10.6

 FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Polar Multi-Strategy Master Fund; Freedom Acquisition I Corp. and Complete Solaria, Inc.

 10.28

 10.7

 FPA Funding Amount Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc.

 10.29

 10.8

 New Money Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP; Freedom Acquisition I Corp.; and Complete Solaria, Inc.

 10.30

 10.9

 New Money Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP; Freedom Acquisition I Corp. and Complete Solaria, Inc.

 10.31

 10.10

 Form of Subscription Agreement

 10.32

 10.11

 Form of Subscription Agreement

 10.1

 2023-07-14

 10.12

 Promissory Note dated July 10, 2023, issued by Freedom Acquisition I Corp. to Freedom Acquisition I LLC

 10.1

 2023-07-11

 10.13

 Consent to Business Combination Agreement, dated July 9, 2023.

 10.1

 2023-07-10

 10.14

 Complete Solaria, Inc. 2023 Incentive Equity Plan

 10.5

 10.15

 Forms of Option Grant Notice and Option agreement and Global RSU Grant Notice and Agreement

 10.6

 10.16

 Complete Solaria, Inc. 2023 Employee Stock Purchase Plan

 10.7

 10.17#

 Form of Employment Agreement between Complete Solaria, Inc. and Executive Officers

 S-4

 333-269674

 10.22

 May 11, 2023

 10.18

 Exchange Agreement dated July 1 2024 among Complete Solaria, Inc. and the Purchasers party thereto

 10.1

 2024-07-8

 10.19

 Form of Convertible Note dated July 1, 2024

 10.2

 2024-07-8

 10.20

 Form of Convertible Note Purchase Agreement dated July 1, 2024

 10.3

 2024-07-8

 10.21

 Form of Note Purchase Agreement

 10.1

 2024-09-26

 10.22

 Form of Polar Third Amendment to Forward Purchase Agreement

 8-K/A

 10.1

 2024-07-23

 10.23

 Common Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion

 10.1

 2024-07-17

 10.24

 Amendment No. 1 to Common Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion

 10.1

 2024-07-26

 10.25

 Amendment No. 2 to Common Stock Purchase Agreement effective August 14, 2024 between the Company and White Lion

 10.1

 2024-08-20

 10.26

 Registration Rights Agreement dated July 16, 2024 by and between the Company and White Lion

 10.2

 2024-07-17

 10.27

 OTC Equity Prepaid Forward Transaction Third Amendment dated as of July 17, 2024 by and between Polar Multi-Strategy Master Fund and the Company

 POS AM

 333-273820

 10.47

 2024-07-18

 10.28

 Asset Purchase Agreement dated as of August 5, 2024 by and among the Company, SunPower Corporation and the other parties thereto

 10.1

 2024-08-06

 10.29#

 Employment Agreement dated October 10, 2024 between the Company and Daniel Foley

 10.1

 2024-10-16

 10.30

 Transition Services Agreement dated September 30, 2024 among Complete Solaria, Inc. and the other parties thereto

 10.1

 2024-10-01

 10.31

 Form of Amendment to SAFE (2024)

 10.1

 2024-04-22

 Number

 Description

 Form

 File
 Number

 Filing
 Date

 10.32#

 Executive
 Employment Agreement dated April 24, 2024 between the Company and Brian Wubbels

 10.2

 2024-08-14

 10.33

 Form
 of Sandia Second Amendment to Forward Purchase Agreement

 10.1

 2024-05-14

 10.34

 Form
 of Polar Second Amendment to Forward Purchase Agreement

 10.2

 2024-05-14

 10.35

 Form
 of SAFE (May 2024)

 10.1

 2024-05-17

 10.36

 Separation
 Agreement with Chris Lundell dated as of May 18, 2024

 10.7

 2024-08-14

 10.37

 Form
 of Sandia Third Amendment to Forward Purchase Agreement

 10.1

 2024-06-20

 10.38

 Form
 of Siemens v. Solaria Final Order

 10.1

 2024-06-21

 10.39

 Form
 of Common Stock Warrant (2024)

 10.1

 2024-06-24

 10.40

 Form
 of Statement of Work (2024)

 10.2

 2024-06-24

 10.41

 Amended
 and Restated Omnibus Incentive Plan

 10.8

 10.42

 Amended
 and Restated 2021 Stock Plan

 10.9

 10.43

 Forms
 of Option Agreement and Option Exercise under 2021 Stock Plan

 10.10

 10.44

 Solaria
 Corporation 2016 Stock Plan

 10.11

 10.45

 Forms
 of Option Agreement and Notice of Exercise under 2016 Stock Plan

 10.12

 10.46

 Complete
 Solaria 2011 Stock Plan

 10.13

 10.47

 Forms
 of Option Agreement and Option Exercise under 2011 Stock Plan

 10.14

 10.48

 Solaria
 Corporation 2006 Stock Plan

 10.15

 10.49

 Forms
 of Option Agreement, Restricted Stock Agreement and Early Exercise under 2006 Stock Plan

 10.16

 10.50

 Form
 of Common Stock Purchase Agreement

 S-1

 333-273820

 10.41

 2024-07-19

 10.51

 Form
 of Employment Extension Agreement

 10.1

 2024-07-5

 16.1

 Letter
 from Deloitte & Touche LLP

 16.1

 2024-08-01

 16.2

 Letter
 from Marcum LLP

 16.1

 19.1*

 Insider
 Trading Policy

 23.1*

 Consent
 of Deloitte & Touche, LLP, independent registered public accounting firm

 23.2*

 Consent
 of BDO USA, P.C.

 31.1*

 Certification
 of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification
 of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification
 of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification
 of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 Complete
 Solaria, Inc. Clawback Policy

 101*

 for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed Financial Statements and Supplemental
 Details

 104*

 Cover Page Interactive

 *

 Filed herewith

 #

 Indicates a management contract or compensatory plan, contract or arrangement.

 ITEM 16. FORM 10-K SUMMARY

 None.

 Signatures

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 Dated: April 30, 2025

 By:

 /s/ THURMAN J. RODGERS

 Name:

 Title:

 Chief Executive Officer

 POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Thurman J. Rodgers and Daniel Foley his true and lawful
attorney-in-fact and agent, with full power of substitution and, for him and in his name, place and stead, in any and all capacities to
sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Thurman J. Rodgers

 Chief Executive Officer and Director

 (Principal Executive Officer)

 /s/ Daniel Foley

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 /s/ Chris Lundell

 /s/ Antonio R. Alvarez

 Antonio R. Alvarez

 /s/ Adam Gishen

 Adam Gishen

 /s/ Ronald Pasek

 Ronald Pasek

 /s/ Tidjane Thiam

 Tidjane Thiam

 /s/ Devin Whatley

 Devin Whatley

 /s/ William J. Anderson

 William J. Anderson

 /s/ Lothar Meir

 Lothar Meir

 /s/ J. Daniel McCranie

 J. Daniel McCranie

 Other income (expense), net in the fiscal year ended December 29, 2024 includes the following related party transactions; (i) $0.7 million of expense in connection with the conversion of SAFE Agreements into shares of common stock and the change in the fair value of SAFE Agreements (defined in the notes to the consolidated financial statements), (ii) $3.0 million of expense in connection with the loss on issuance of a derivative liability and $0.3 million of income due to the change in the value of derivative liabilities, and (iii) income of $0.1 million of expense in connection with the change in the fair value of forward purchase agreements.
Other income (expense), net in the fiscal year ended December 31, 2023, includes the following related party transaction; $0.7 million of expense for bonus shares issued in connection with the Mergers; $0.4 million of forward purchase agreements entered into and $9.1 million of change in the fair value of the forward purchase agreements; and $30.7 million of expense for shares issued in connection with the forward purchase agreements.

Other income (expense), net in the fiscal year ended December 31, 2023, includes the following related party transaction; $0.7 million of expense for bonus shares issued in connection with the Mergers; $0.4 million of forward purchase agreements entered into and $9.1 million of change in the fair value of the forward purchase agreements; and $30.7 million of expense for shares issued in connection with the forward purchase agreements.
 Includes $23.7 million issuance of convertible notes in exchange agreement with a related party.
 Includes $3.0 million loss on a derivative liability issued to the Massey Trust (as later defined in Note 15 – Borrowings and Derivative Liabilities) a related party and $0.3 of gain in connection with the change in the fair value of derivative liabilities issued to the Massey Trust and Carlyle (as later defined in Note 15 – Borrowings and Derivative Liabilities), related parties, during the fiscal year ended December 29, 2024.
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