Cover Page
Cover Page | 9 Months Ended |
Oct. 01, 2023 | |
Document Information [Line Items] | |
Entity Registrant Name | Complete Solaria, Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Entity Central Index Key | 0001838987 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 93-2279786 |
Entity Address, Address Line One | 45700 Northport Loop East |
Entity Address, City or Town | Fremont |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94538 |
City Area Code | 510 |
Local Phone Number | 270-2507 |
Amendment Description | AMENDMENT NO. 3 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 45700 Northport Loop East |
Entity Address, City or Town | Fremont |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94538 |
City Area Code | 510 |
Local Phone Number | 270-2507 |
Contact Personnel Name | Chris Lundell |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Current assets: | ||||||
Cash and cash equivalents | $ 1,661 | $ 4,409 | $ 5,276 | |||
Accounts receivable, net | 26,003 | 27,717 | 9,037 | |||
Inventories | 12,503 | 13,059 | 4,409 | |||
Prepaid expenses and other current assets | 9,947 | 10,071 | 4,955 | |||
Total current assets | 50,114 | 55,256 | 23,677 | |||
Long-term deposits | 70 | |||||
Restricted cash | 3,758 | 3,907 | ||||
Property and equipment, net | 4,185 | 3,476 | 1,758 | |||
Operating lease right-of-use assets | 1,465 | 2,182 | 826 | |||
Intangible assets, net | 43,100 | 72 | ||||
Other noncurrent assets | 198 | 1,330 | ||||
Long-term assets held for sale – discontinued operations | 12,299 | 162,032 | ||||
Total assets | 72,019 | 228,183 | 26,403 | |||
Current liabilities: | ||||||
Accounts payable | 14,571 | 14,474 | 5,190 | |||
Accrued expenses and other current liabilities | 26,674 | 19,830 | 9,347 | |||
SAFE agreements | 6,397 | |||||
Convertible notes, net | 1,890 | |||||
Notes payable, net | 27,934 | [1] | 20,403 | [1] | 9,507 | |
Deferred revenue, current | 2,421 | 5,407 | 3,852 | |||
Short-term debt with CS Solis | 29,194 | |||||
Forward purchase agreement liabilities | [2] | 6,586 | ||||
Total current liabilities | 107,380 | 60,114 | 43,003 | |||
Warranty provision, noncurrent | 3,416 | 3,214 | 1,681 | |||
Warrant liability | 10,240 | 14,152 | 1,129 | |||
Derivative liability | 1,481 | |||||
Long-term debt with CS Solis | 25,204 | |||||
Convertible notes, net, noncurrent | 3,434 | |||||
Convertible notes due to related parties, noncurrent | 15,510 | |||||
Deferred revenue, noncurrent | 976 | |||||
Operating lease liabilities, net of current portion | 790 | 1,274 | 499 | |||
Total liabilities | 122,802 | 122,902 | 47,793 | |||
Commitments and contingencies (Note 19) | ||||||
Stockholders' (deficit) equity: | ||||||
Common stock | 7 | 3 | 1 | |||
Additional paid-in capital | 276,438 | 190,624 | 34,504 | |||
Accumulated other comprehensive income | 51 | 27 | ||||
Accumulated deficit | (327,279) | (85,373) | (55,896) | |||
Total stockholders' (deficit) equity | (50,783) | 105,281 | (21,390) | |||
Total liabilities and stockholders' deficit | 72,019 | 228,183 | 26,403 | |||
Related Party | ||||||
Current liabilities: | ||||||
Convertible notes, net, noncurrent | $ 6,820 | |||||
Convertible notes due to related parties, noncurrent | $ 15,510 | |||||
[1]Includes $0.5 million and zero due to related parties as of October 1, 2023 and December 31, 2022, respectively.[2]Includes $5.6 million and zero of liabilities due to related parties as of October 1, 2023 and December 31, 2022, respectively. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, net of allowance for credit losses (in Dollars) | $ 10,425 | $ 5,396 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stocks, shares authorized | 1,000,000,000 | 60,000,000 | 13,547,943 |
Common stock, shares issued | 45,312,243 | 19,932,429 | 9,806,143 |
Common stock, shares outstanding | 45,312,243 | 19,932,429 | 9,806,143 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||||
Income Statement [Abstract] | ||||||||||||||
Revenues | $ 24,590 | $ 12,260 | $ 66,887 | $ 48,974 | $ 66,475 | $ 68,816 | $ 29,378 | |||||||
Cost of revenues | 18,354 | 8,266 | 51,788 | 33,792 | 46,647 | 40,123 | 17,097 | |||||||
Gross profit | 6,236 | 3,994 | 15,099 | 15,182 | 19,828 | 28,693 | 12,281 | |||||||
Operating expenses: | ||||||||||||||
Sales commissions | 8,755 | 3,572 | 23,221 | 15,694 | 21,195 | 25,061 | 10,410 | |||||||
Sales and marketing | 2,214 | 1,604 | 5,216 | 4,607 | 6,156 | 5,179 | 3,185 | |||||||
General and administrative | 6,345 | 2,027 | 22,965 | 6,194 | 13,634 | 5,780 | 3,801 | |||||||
Total operating expenses | 17,314 | 7,203 | 51,402 | 26,495 | 40,985 | 36,020 | 17,396 | |||||||
Loss from continuing operations | (11,078) | (3,209) | (36,303) | (11,313) | (21,157) | (7,327) | (5,115) | |||||||
Interest expense | (1,902) | [1] | (941) | [1] | (8,870) | [1] | (2,672) | [1] | (4,986) | [2] | (1,712) | [2] | (523) | [2] |
Interest income | 9 | 26 | 5 | |||||||||||
Other income (expense), net | (38,003) | [3] | 4 | [3] | (28,302) | [3] | 3,180 | [3] | (1,858) | [4] | (240) | [4] | (41) | [4] |
Loss from continuing operations before income taxes | (50,974) | (4,146) | (73,449) | (10,805) | (27,996) | (9,279) | (5,679) | |||||||
Income tax benefit (provision) | 1 | 1 | (4) | (27) | (3) | (3) | ||||||||
Net loss from continuing operations | (50,973) | (4,146) | (73,448) | (10,809) | (28,023) | (9,282) | (5,682) | |||||||
Discontinued operations (Note 8): | ||||||||||||||
Loss from discontinued operations, net of tax | (8,404) | (20,953) | (1,454) | |||||||||||
Impairment loss from discontinued operations | (147,505) | (147,505) | ||||||||||||
Net loss from discontinued operations | (155,909) | (168,458) | (1,454) | |||||||||||
Net loss | (206,882) | (4,146) | (241,906) | (10,809) | (29,477) | (9,282) | (5,682) | |||||||
Comprehensive income (loss): | ||||||||||||||
Foreign currency translation adjustment | 10 | 24 | 27 | |||||||||||
Comprehensive income (loss), net of tax | $ (206,872) | $ (4,146) | $ (241,882) | $ (10,809) | $ (29,450) | $ (9,282) | $ (5,682) | |||||||
Net loss from continuing operations per share attributable to common stockholders, basic | $ (1.28) | $ (0.31) | $ (4.33) | $ (0.83) | $ (1.24) | $ (0.77) | $ (0.58) | |||||||
Net loss from continuing operations per share attributable to common stockholders, diluted | (1.28) | (0.31) | (4.33) | (0.83) | (1.24) | (0.77) | (0.58) | |||||||
Net loss from discontinued operations per share attributable to common stockholders, basic | (3.92) | 0 | (9.92) | 0 | (0.07) | |||||||||
Net loss from discontinued operations per share attributable to common stockholders, diluted | (3.92) | 0 | (9.92) | 0 | (0.07) | |||||||||
Net loss per share attributable to common stockholders, basic | (5.2) | (0.31) | (14.25) | (0.83) | (1.31) | (0.77) | (0.58) | |||||||
Net loss per share attributable to common stockholders, diluted | $ (5.2) | $ (0.31) | $ (14.25) | $ (0.83) | $ (1.31) | $ (0.77) | $ (0.58) | |||||||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic | 39,821,078 | 13,431,410 | 16,969,979 | 13,053,367 | 22,524,400 | 11,990,015 | 9,760,018 | |||||||
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted | 39,821,078 | 13,431,410 | 16,969,979 | 13,053,367 | 22,524,400 | 11,990,015 | 9,760,018 | |||||||
[1]Includes interest expense to related parties of less than $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively.[2]Includes interest expense to related parties of $0.3 million, $0.7 million and $0.2 million during the years ended December 31, 2022, 2021 and 2020, respectively.[3]Other income (expense), net includes other expense, net to related parties of $36.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and other income, net of zero and $1.4 million during the three and nine months ended September 30, 2022, respectively.[4]Other income (expense), net includes other income from related parties of $1.4 million, zero and zero during the years ended December 31, 2022, 2021 and 2020, respectively. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements Of Operations And Comprehensive Income (Loss) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||||
Income Statement [Line Items] | ||||||||||||||
Interest Expense | $ 1,902 | [1] | $ 941 | [1] | $ 8,870 | [1] | $ 2,672 | [1] | $ 4,986 | [2] | $ 1,712 | [2] | $ 523 | [2] |
Other income (expense), net | (38,003) | [3] | 4 | [3] | (28,302) | [3] | 3,180 | [3] | (1,858) | [4] | (240) | [4] | (41) | [4] |
Related Party | ||||||||||||||
Income Statement [Line Items] | ||||||||||||||
Interest Expense | 100 | 0 | 400 | 100 | 300 | 700 | 200 | |||||||
Other income (expense), net | $ 36,900 | $ 0 | $ 36,900 | $ 1,400 | $ 1,400 | $ 0 | $ 0 | |||||||
[1]Includes interest expense to related parties of less than $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively.[2]Includes interest expense to related parties of $0.3 million, $0.7 million and $0.2 million during the years ended December 31, 2022, 2021 and 2020, respectively.[3]Other income (expense), net includes other expense, net to related parties of $36.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and other income, net of zero and $1.4 million during the three and nine months ended September 30, 2022, respectively.[4]Other income (expense), net includes other income from related parties of $1.4 million, zero and zero during the years ended December 31, 2022, 2021 and 2020, respectively. |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit | Accumulated Other Comprehensive Income | Redeemable Convertible Preferred Stock [Member] | Previously Reported [Member] | Previously Reported [Member] Common Stock [Member] | Previously Reported [Member] Additional Paid-in Capital [Member] | Previously Reported [Member] Accumulated Deficit | Previously Reported [Member] Accumulated Other Comprehensive Income | Previously Reported [Member] Redeemable Convertible Preferred Stock [Member] | Adjusted [Member] | Adjusted [Member] Acquisition Of Assembled Workforce [Member] | Adjusted [Member] Common Stock [Member] | Adjusted [Member] Common Stock [Member] Acquisition Of Assembled Workforce [Member] | Adjusted [Member] Additional Paid-in Capital [Member] | Adjusted [Member] Additional Paid-in Capital [Member] Acquisition Of Assembled Workforce [Member] | Adjusted [Member] Accumulated Deficit | Adjusted [Member] Accumulated Deficit Acquisition Of Assembled Workforce [Member] | Adjusted [Member] Accumulated Other Comprehensive Income | Adjusted [Member] Accumulated Other Comprehensive Income Acquisition Of Assembled Workforce [Member] | Adjusted [Member] Redeemable Convertible Preferred Stock [Member] | Adjusted [Member] Redeemable Convertible Preferred Stock [Member] Issuance Of Redeemable Convertible Preferred Stock Upon Conversion Of Two Thousand And Seventeen Convertible Notes And Two Thousand And Two Thousand And Nineteen Simple Agreement For Future Equity [Member] | Adjusted [Member] Redeemable Convertible Preferred Stock [Member] Conversion Of Convertible Notes [Member] | Adjusted [Member] Redeemable Convertible Preferred Stock [Member] Acquisition Of Assembled Workforce [Member] | Adjusted [Member] Redeemable Convertible Preferred Stock [Member] Issuance Of Redeemable Convertible Preferred Stock Upon Conversion Of Convertible Notes And Simple Agreement For Future Equity Notes [Member] | Adjusted [Member] Redeemable Convertible Preferred Stock [Member] Issue Of Redeemable Convertible Preferred Stock Upon Acquisition [Member] | Adjusted [Member] Redeemable Convertible Preferred Stock [Member] Issuance Of Redeemable Convertible Preferred Stock Upon Conversion Of Simple Agreement Of Future Equity Notes [Member] | Previously Reported [Member] | Previously Reported [Member] Common Stock [Member] | Previously Reported [Member] Additional Paid-in Capital [Member] | Previously Reported [Member] Accumulated Deficit | Previously Reported [Member] Accumulated Other Comprehensive Income | Previously Reported [Member] Redeemable Convertible Preferred Stock [Member] | ||||
Balance at Dec. 31, 2019 | $ (17,964) | $ 2 | $ 22,966 | $ (40,932) | $ 0 | $ (40,752) | $ 0 | $ 180 | $ (40,932) | $ 0 | |||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 6,855,244 | 1,103,289 | |||||||||||||||||||||||||||||||||||||
Redeemable, Balance at Dec. 31, 2019 | $ 0 | $ 22,788 | |||||||||||||||||||||||||||||||||||||
Redeemable, Balance (in Shares) at Dec. 31, 2019 | 0 | 13,090,720 | |||||||||||||||||||||||||||||||||||||
Redeemable convertible preferred Stock upon conversion note | $ 7,419 | $ 3,661 | |||||||||||||||||||||||||||||||||||||
Redeemable convertible preferred Stock upon conversion note (in Shares) | 2,800,283 | 2,322,150 | |||||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization | $ 8,613 | $ 0 | $ 8,613 | $ 0 | $ 0 | $ (8,613) | 22,788 | $ 2 | 22,786 | 0 | 0 | $ (22,788) | |||||||||||||||||||||||||||
Retroactive application of recapitalization (in Shares) | 2,929,165 | (3,473,650) | 5,751,955 | (13,090,720) | |||||||||||||||||||||||||||||||||||
Reclassification of prepaid PIPE(2) | 2,330 | $ 0 | 2,330 | 0 | 0 | $ (2,330) | |||||||||||||||||||||||||||||||||
Reclassification of prepaid PIPE(2) (in Shares) | 1,648,783 | (1,648,783) | |||||||||||||||||||||||||||||||||||||
Exercise of common stock options | 84 | $ 0 | 84 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Exercise of common stock options (in Shares) | 942,500 | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock warrants | 137 | $ 0 | 137 | 0 | 0 | $ (137) | |||||||||||||||||||||||||||||||||
Stock-based compensation | 109 | 0 | 109 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Net loss | $ (5,682) | (5,682) | 0 | 0 | (5,682) | 0 | 0 | ||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | (3,022) | $ 0 | 2,660 | (5,682) | 0 | (12,373) | $ 2 | 34,239 | (46,614) | 0 | |||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 2,591,893 | 9,784,409 | |||||||||||||||||||||||||||||||||||||
Redeemable, Balance at Dec. 31, 2020 | $ 8,613 | $ 0 | |||||||||||||||||||||||||||||||||||||
Redeemable, Balance (in Shares) at Dec. 31, 2020 | 3,473,650 | 0 | |||||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization | 0 | $ 0 | 0 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Retroactive application of recapitalization (in Shares) | 21,734 | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with forward purchase agreements(3) | $ 17 | $ 0 | $ 17 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||
Issuance of common stock in connection with forward purchase agreements(3) (in Shares) | 30,000 | 0 | |||||||||||||||||||||||||||||||||||||
Exercise of common stock options | 6 | $ 0 | 6 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Exercise of common stock options (in Shares) | 7,245 | 15,000 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock warrants | 42 | $ 0 | 42 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 200 | 0 | 200 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Net loss | $ (9,282) | (9,282) | 0 | 0 | (9,282) | 0 | 0 | ||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | (21,390) | (9,017) | $ 0 | 265 | (9,282) | 0 | (21,390) | $ 1 | 34,505 | (55,896) | 0 | $ 0 | (52,791) | $ 0 | 3,105 | (55,896) | 0 | $ 31,401 | |||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 45,000 | 9,806,143 | 0 | 3,739,572 | 16,564,370 | ||||||||||||||||||||||||||||||||||
Redeemable, Balance at Dec. 31, 2021 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||
Redeemable, Balance (in Shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization | 11,558 | $ 0 | 11,558 | 0 | 0 | $ (11,558) | 31,401 | $ 1 | 31,400 | 0 | 0 | $ (31,401) | |||||||||||||||||||||||||||
Retroactive application of recapitalization (in Shares) | 1,338,569 | (2,771,551) | 6,066,571 | (16,564,370) | |||||||||||||||||||||||||||||||||||
Issuance of common stock bonus shares in connection with Merger(4) | [1] | ||||||||||||||||||||||||||||||||||||||
Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs(1) | [2] | 0 | $ 0 | 0 | 0 | 0 | $ 11,558 | ||||||||||||||||||||||||||||||||
Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs(1) (in Shares) | [2] | 0 | 2,771,551 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock options | 28 | $ 0 | 28 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Issuance of common stock options (in Shares) | 103,353 | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock warrants | 3,447 | $ 0 | 3,447 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 217 | 0 | 217 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Net loss | (10,809) | (10,809) | 0 | 0 | (10,809) | 0 | 0 | ||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2022 | (28,507) | $ 1 | 38,197 | (66,705) | 0 | $ 11,558 | (16,949) | $ 1 | 49,755 | (66,705) | 0 | $ 0 | |||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 9,909,496 | 2,771,551 | 11,248,065 | 0 | |||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ (21,390) | (9,017) | $ 0 | 265 | (9,282) | 0 | (21,390) | $ 1 | 34,505 | (55,896) | 0 | $ 0 | (52,791) | $ 0 | 3,105 | (55,896) | 0 | $ 31,401 | |||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 45,000 | 9,806,143 | 0 | 3,739,572 | 16,564,370 | ||||||||||||||||||||||||||||||||||
Redeemable, Balance at Dec. 31, 2021 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||
Redeemable, Balance (in Shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Redeemable convertible preferred Stock upon conversion note | $ 52,201 | $ 60,470 | |||||||||||||||||||||||||||||||||||||
Redeemable convertible preferred Stock upon conversion note (in Shares) | 6,803,550 | 8,171,662 | |||||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization | 0 | $ 1 | 124,228 | 0 | 0 | $ (124,299) | |||||||||||||||||||||||||||||||||
Retroactive application of recapitalization (in Shares) | 10,126,286 | (17,746,763) | |||||||||||||||||||||||||||||||||||||
Conversion of 2022 Convertible Notes into common stock (in Shares) | 62,500 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with business combination | 27,295 | $ 0 | 27,295 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Issuance of common stock in connection with business combination (in Shares) | 2,884,550 | 0 | |||||||||||||||||||||||||||||||||||||
Exercise of common stock options | 105 | $ 0 | 105 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Exercise of common stock options (in Shares) | 162,034 | 335,496 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs(1) | 0 | $ 0 | 0 | 0 | 0 | $ 11,558 | |||||||||||||||||||||||||||||||||
Issuance of Series D-1, D-2, and D-3 redeemable convertible preferred stock upon conversion of convertible notes and SAFEs(1) (in Shares) | 0 | 2,771,551 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock warrants | 3,589 | $ 0 | 3,589 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 903 | 0 | 903 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Foreign currency translation | 27 | 0 | 0 | 0 | 27 | 0 | |||||||||||||||||||||||||||||||||
Net loss | $ (29,477) | (29,477) | 0 | 0 | (29,477) | 0 | 0 | ||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2022 | 105,281 | $ 3 | $ 190,624 | $ (85,373) | $ 27 | (50,349) | 34,997 | (85,373) | 27 | $ 155,630 | 105,281 | $ 3 | 190,624 | (85,373) | 27 | 27 | $ 0 | 31,892 | (29,477) | 27 | |||||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 19,932,429 | 0 | 6,959,618 | 34,311,133 | 19,932,429 | 3,220,046 | |||||||||||||||||||||||||||||||||
Redeemable, Balance at Dec. 31, 2022 | $ 0 | $ 124,229 | |||||||||||||||||||||||||||||||||||||
Redeemable, Balance (in Shares) at Dec. 31, 2022 | 0 | 17,746,763 | |||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2022 | (55,856) | $ 0 | 6,703 | (62,559) | 0 | $ 42,959 | (12,897) | $ 1 | 49,661 | (62,559) | 0 | $ 0 | |||||||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 3,931,068 | 19,335,921 | 11,237,198 | 0 | |||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization | 42,959 | $ 1 | 42,958 | 0 | 0 | $ (42,959) | |||||||||||||||||||||||||||||||||
Retroactive application of recapitalization (in Shares) | 7,306,130 | (19,335,921) | |||||||||||||||||||||||||||||||||||||
Issuance of common stock bonus shares in connection with Merger(4) | [1] | ||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | 9 | $ 0 | 9 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Exercise of common stock options (in Shares) | 10,867 | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock warrants | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 85 | $ 0 | 85 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Net loss | (4,146) | (4,146) | 0 | 0 | (4,146) | 0 | 0 | ||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2022 | (28,507) | $ 1 | 38,197 | (66,705) | 0 | $ 11,558 | (16,949) | $ 1 | 49,755 | (66,705) | 0 | $ 0 | |||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 9,909,496 | 2,771,551 | 11,248,065 | 0 | |||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2022 | 105,281 | $ 3 | 190,624 | (85,373) | 27 | (50,349) | 34,997 | (85,373) | 27 | $ 155,630 | 105,281 | $ 3 | 190,624 | (85,373) | 27 | $ 27 | $ 0 | $ 31,892 | $ (29,477) | $ 27 | |||||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 19,932,429 | 0 | 6,959,618 | 34,311,133 | 19,932,429 | 3,220,046 | |||||||||||||||||||||||||||||||||
Retroactive application of recapitalization | 155,630 | $ 3 | 155,627 | 0 | 0 | $ (155,630) | |||||||||||||||||||||||||||||||||
Retroactive application of recapitalization (in Shares) | 12,972,811 | (34,311,133) | |||||||||||||||||||||||||||||||||||||
Conversion of 2022 Convertible Notes into common stock | $ 40,952 | $ 2 | 40,950 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Conversion of 2022 Convertible Notes into common stock (in Shares) | 62,500 | 5,460,075 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs | $ 5,220 | $ 2 | 5,218 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs (in Shares) | 13,458,293 | 0 | |||||||||||||||||||||||||||||||||||||
Reclassification of prepaid PIPE(2) | [3] | 3,500 | $ 0 | 3,500 | 0 | 0 | $ 0 | ||||||||||||||||||||||||||||||||
Reclassification of prepaid PIPE(2) (in Shares) | [3] | 350,000 | 0 | ||||||||||||||||||||||||||||||||||||
Conversion of preferred warrant | 4,697 | $ 0 | 4,697 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Stock | 1 | (1) | 2 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Issuance of common stock in connection with forward purchase agreements(3) | [4] | $ 35,490 | $ 1 | 35,489 | 0 | 0 | $ 0 | ||||||||||||||||||||||||||||||||
Issuance of common stock in connection with forward purchase agreements(3) (in Shares) | 2,745,879 | 5,558,488 | [4] | 0 | [4] | ||||||||||||||||||||||||||||||||||
Issuance of common stock bonus shares in connection with Merger(4) | [5] | $ 2,394 | [1] | $ 0 | 2,394 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||
Issuance of common stock bonus shares in connection with Merger(4) (in Shares) | [5] | 463,976 | 0 | ||||||||||||||||||||||||||||||||||||
Residual Merger proceeds | 161 | $ 0 | 161 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Modification of Carlyle warrant | (10,862) | 0 | (10,862) | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Exercise of common stock options | $ 57 | $ 0 | 57 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Exercise of common stock options (in Shares) | 67,292 | 67,292 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock warrants | $ 12,689 | ||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 4,156 | $ 0 | 4,156 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Vesting of restricted stock units | 52 | $ 0 | 52 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in Shares) | 21,690 | 0 | |||||||||||||||||||||||||||||||||||||
Foreign currency translation | 24 | $ 0 | 0 | 0 | 24 | $ 0 | |||||||||||||||||||||||||||||||||
Net loss | (241,906) | 0 | 0 | (241,906) | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Balance at Oct. 01, 2023 | (50,783) | $ 7 | 276,438 | (327,279) | 51 | ||||||||||||||||||||||||||||||||||
Balance (in Shares) at Oct. 01, 2023 | 45,312,243 | 0 | |||||||||||||||||||||||||||||||||||||
Balance at Jul. 02, 2023 | (120,397) | (83,260) | 37,096 | 41 | $ 155,630 | $ 72,370 | $ 3 | $ 192,723 | $ (120,397) | $ 41 | |||||||||||||||||||||||||||||
Balance (in Shares) at Jul. 02, 2023 | 7,089,948 | 34,311,133 | 19,999,721 | 0 | |||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization | $ 155,630 | $ 3 | $ 155,627 | $ 0 | $ 0 | $ (155,630) | |||||||||||||||||||||||||||||||||
Retroactive application of recapitalization (in Shares) | 12,909,773 | (34,311,133) | |||||||||||||||||||||||||||||||||||||
Conversion of 2022 Convertible Notes into common stock | 40,952 | $ 2 | 40,950 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Conversion of 2022 Convertible Notes into common stock (in Shares) | 5,460,075 | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs | 5,220 | $ 2 | 5,218 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs (in Shares) | 13,458,293 | 0 | |||||||||||||||||||||||||||||||||||||
Reclassification of prepaid PIPE(2) | [3] | 3,500 | $ 0 | 3,500 | 0 | 0 | $ 0 | ||||||||||||||||||||||||||||||||
Reclassification of prepaid PIPE(2) (in Shares) | 350,000 | [3] | 0 | ||||||||||||||||||||||||||||||||||||
Conversion of preferred warrant | 4,697 | $ 0 | 4,697 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Reclassification of Legacy Complete Solaria common stock into Complete Solaria Common Stock | 1 | (1) | 2 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Issuance of common stock in connection with forward purchase agreements(3) | [4] | 35,490 | $ 1 | 35,489 | 0 | 0 | $ 0 | ||||||||||||||||||||||||||||||||
Issuance of common stock in connection with forward purchase agreements(3) (in Shares) | [4] | 5,558,488 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock bonus shares in connection with Merger(4) | [5] | 2,394 | $ 0 | 2,394 | 0 | 0 | $ 0 | ||||||||||||||||||||||||||||||||
Issuance of common stock bonus shares in connection with Merger(4) (in Shares) | [5] | 463,976 | 0 | ||||||||||||||||||||||||||||||||||||
Residual Merger proceeds | 161 | $ 0 | 161 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Modification of Carlyle warrant | (10,862) | 0 | (10,862) | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 2,114 | 0 | 2,114 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Vesting of restricted stock units | 52 | $ 0 | 52 | 0 | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in Shares) | 21,690 | 0 | |||||||||||||||||||||||||||||||||||||
Foreign currency translation | 10 | $ 0 | 0 | 0 | 10 | $ 0 | |||||||||||||||||||||||||||||||||
Net loss | (206,882) | 0 | 0 | (206,882) | 0 | $ 0 | |||||||||||||||||||||||||||||||||
Balance at Oct. 01, 2023 | $ (50,783) | $ 7 | $ 276,438 | $ (327,279) | $ 51 | ||||||||||||||||||||||||||||||||||
Balance (in Shares) at Oct. 01, 2023 | 45,312,243 | 0 | |||||||||||||||||||||||||||||||||||||
[1]Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers.[2]Includes 1,315,287 shares of Series D-1 redeemable convertible preferred stock with a carrying value of $6.3 million, issued to related parties.[3]Reclassification of pre-funded PIPE was transacted with a related party.[4]Includes 4,508,488 shares of Complete Solaria Common Stock issued to related parties.[5]Includes 120,000 shares of Complete Solaria Common Stock issued to related parties. |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Stockholders' Deficit (Parentheticals) - Related Party [Member] - USD ($) $ in Millions | 9 Months Ended | ||
Oct. 01, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
In Connection With Forward Purchase Agreements [Member] | |||
Stock issued during the period shares new issues | 4,508,488 | ||
Issue Of Bonus Shares In Connection With Merger [Member] | |||
Stock issued during the period shares new issues | 120,000 | ||
Series D One Redeemable Convertible Preferred Stock [Member] | |||
Temporary equity shares issued | 1,315,287 | ||
Redeemable non controlling interest equity preferred carrying amount | $ 6.3 | ||
Series D One Redeemable Convertible Preferred Stock [Member] | Upon Conversion Of Convertible Notes And Simple Agreement For Future Equity [Member] | |||
Temporary equity shares issued | 1,315,287 | ||
Redeemable non controlling interest equity preferred carrying amount | $ 6.3 | ||
Series D Four Redeemable Convertible Preferred Stock [Member] | Issuance Of Redeemable Convertible Preferred Stock Upon Acquisition [Member] | |||
Temporary equity shares issued | 2,007,556 | ||
Redeemable non controlling interest equity preferred carrying amount | $ 14.3 | ||
Series D Five Redeemable Convertible Preferred Stock [Member] | Issuance Of Redeemable Convertible Preferred Stock Upon Acquisition [Member] | |||
Temporary equity shares issued | 127,472 | ||
Redeemable non controlling interest equity preferred carrying amount | $ 1 | ||
Series D Seven Redeemable Convertible Preferred Stock [Member] | Issuance Of Redeemable Convertible Preferred Stock Upon Acquisition [Member] | |||
Temporary equity shares issued | 3,105,837 | ||
Redeemable non controlling interest equity preferred carrying amount | $ 24.9 | ||
Series D Eight Redeemable Convertible Preferred Stock [Member] | Issuance Of Redeemable Convertible Preferred Stock Upon Conversion Of Simple Agreement Of Future Equity Notes [Member] | |||
Temporary equity shares issued | 4,426,320 | ||
Redeemable non controlling interest equity preferred carrying amount | $ 32.8 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||||
Cash flows from operating activities from continuing operations | |||||||||||
Net loss | $ (241,906) | $ (10,809) | $ (29,477) | $ (9,282) | $ (5,682) | ||||||
Loss from discontinued operations, net of income taxes | (168,458) | (1,454) | |||||||||
Net loss from continuing operations, net of tax | (73,448) | (10,809) | (28,023) | (9,282) | (5,682) | ||||||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | |||||||||||
Stock-based compensation expense | 2,321 | 217 | 433 | 200 | 109 | ||||||
Non-cash interest expense | 4,009 | [1] | (76) | [1] | 4,810 | [2] | 1,330 | [2] | 462 | [2] | |
Non-cash lease expense | 468 | 334 | |||||||||
Non-cash lease expense | 717 | 304 | 700 | 400 | |||||||
Gain on extinguishment of convertible notes and SAFEs(2) | [3] | (3,235) | [3] | (3,235) | [4] | [4] | [4] | ||||
Depreciation and amortization | 622 | 463 | 648 | 463 | 298 | ||||||
Provision for credit losses | 4,269 | 716 | 2,074 | 364 | 337 | ||||||
Change in reserve for excess and obsolete inventory | 2,144 | 3,091 | 3,631 | 798 | 100 | ||||||
Issuance of forward purchase agreements | [5] | (76) | |||||||||
Change in fair value of forward purchase agreement liabilities | [6] | 6,661 | |||||||||
Loss on CS Solis debt extinguishment | 10,338 | ||||||||||
Change in fair value of warrant liabilities | (26,314) | 142 | 5,211 | 330 | (24) | ||||||
Accretion of debt in CS Solis | 2,493 | 2,581 | |||||||||
Issuance of common stock in connection with forward purchase agreements | [7] | 35,490 | |||||||||
Issuance of common stock bonus shares in connection with the Mergers | [8] | 2,394 | |||||||||
Issuance of restricted stock units in connection with vendor services | 52 | ||||||||||
Change in fair value of derivative liability | 336 | 50 | |||||||||
Change in fair value of convertible notes | 1,306 | 15 | |||||||||
Forgiveness of Paycheck Protection Plan loans | (1,754) | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable, net | (11,823) | (3,036) | (9,683) | (4,789) | (2,044) | ||||||
Inventories | (3,896) | (5,047) | (4,953) | (3,047) | (1,315) | ||||||
Prepaid expenses and other current assets | (8,326) | 504 | 1,600 | (3,038) | (930) | ||||||
Long-term deposits | (15) | 19 | (29) | ||||||||
Other noncurrent assets | 1,132 | (15) | (1,132) | ||||||||
Accounts payable | 4,372 | 190 | 3,252 | 3,009 | (1,062) | ||||||
Accrued expenses and other current liabilities | 1,587 | (2,056) | (1,154) | 2,946 | 2,472 | ||||||
Operating lease liabilities | (359) | (316) | |||||||||
Operating lease right-of-use assets and lease liabilities | (617) | (409) | |||||||||
Warranty provision, noncurrent | 255 | (584) | 157 | 526 | (484) | ||||||
Deferred revenue | (1,766) | (231) | 1,311 | (637) | 1,521 | ||||||
Deferred rent | 17 | ||||||||||
Net cash used in operating activities from continuing operations | (47,152) | (17,197) | (25,217) | (10,995) | (6,189) | ||||||
Net cash provided by operating activities from discontinued operations | 190 | (6,296) | |||||||||
Net cash used in operating activities | (46,962) | (17,197) | (31,513) | (10,995) | (6,189) | ||||||
Cash flows from investing activities from continuing operations | |||||||||||
Purchase of property and equipment | (29) | (9) | (61) | ||||||||
Capitalization of internal-use software costs | (1,505) | (1,048) | (1,513) | (1,054) | (523) | ||||||
Payments for acquisition of business, net of cash acquired | 4,848 | ||||||||||
Net cash used in investing activities from continuing operations | (1,534) | (1,048) | 3,335 | (1,063) | (584) | ||||||
Cash flows from financing activities from continuing operations | |||||||||||
Proceeds from issuance of notes payable, net | 14,102 | ||||||||||
Principal repayment of notes payable | (9,653) | (9,507) | (9,507) | ||||||||
Proceeds from issuance of convertible notes, net of issuance cost | 17,750 | 3,400 | 1,150 | 510 | |||||||
Proceeds from issuance of convertible notes, net of issuance cost, due to related parties | 3,500 | 8,600 | 3,600 | 3,274 | |||||||
Repayment of convertible notes to related parties | (500) | (500) | |||||||||
Proceeds from issuance of long-term debt with CS Solis, net of issuance cost | 25,000 | 25,000 | |||||||||
Proceeds from exercise of common stock options | 57 | 28 | 128 | 6 | 84 | ||||||
Proceeds from Mergers and PIPE Financing | 4,219 | ||||||||||
Proceeds from Mergers and PIPE Financing from related parties | 15,600 | ||||||||||
Payments for issuance of Series D redeemable convertible preferred stock | (1,317) | ||||||||||
Proceeds from issuance of SAFE agreements | 5,000 | ||||||||||
Proceeds from issuance of notes payable, net | 5,501 | 7,239 | 3,987 | ||||||||
Payments for issuance costs of Series D-1, D-2 and D-3 redeemable convertible preferred stock | (1,431) | ||||||||||
Principal repayment of notes payable | (100) | (1,500) | |||||||||
Net cash provided by financing activities from continuing operations | 45,575 | 13,704 | 31,191 | 16,895 | 6,355 | ||||||
Effect of exchange rate changes | 24 | 27 | |||||||||
Net decrease in cash, cash equivalents and restricted cash | (2,897) | (4,541) | 3,040 | 4,837 | (418) | ||||||
Cash, cash equivalents, and restricted cash at beginning of period | 8,316 | 5,276 | 5,276 | 439 | 857 | ||||||
Cash, cash equivalents, and restricted cash at end of period | 5,419 | 735 | 8,316 | 5,276 | 439 | ||||||
Supplemental disclosures of cash flow information: | |||||||||||
Cash paid during the year for interest | 1,602 | 1 | 162 | 365 | 150 | ||||||
Cash paid during the year for income taxes | 38 | 6 | |||||||||
Supplemental schedule of noncash investing and financing activities: | |||||||||||
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | 245 | 245 | 1,157 | ||||||||
Carlyle warrant modification | (10,862) | ||||||||||
Reclassification of liability-classified warrants to equity-classified warrants | 30,625 | ||||||||||
Issuance of common stock warrants | 202 | 3,447 | 3,589 | 42 | 137 | ||||||
Issuance of Series D redeemable convertible preferred stock upon conversion of SAFE | 6,550 | 60,470 | |||||||||
Issuance of Series D redeemable convertible preferred stock upon conversion of convertible debt | 10,680 | ||||||||||
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 bonus shares in connection with the Mergers(6) | [8] | 2,394 | |||||||||
Recapitalization of Legacy Complete Solaria Common stock into Complete Solaria Common Stock | 1 | ||||||||||
Reclassification of investor related to PIPE funds | $ 3,500 | ||||||||||
Issuance of Series C redeemable convertible preferred stock upon conversion of convertible debt | 1,330 | ||||||||||
Issuance of Series C-1 redeemable convertible preferred stock upon conversion of convertible | 7,420 | ||||||||||
Fair value of debt derivative liabilities related to issuance of convertible notes | 1,754 | ||||||||||
Common stock issued in asset purchase | 17 | ||||||||||
Notes payable issued in asset purchase | 120 | ||||||||||
Issuance of Series D-1, D-2 and D-3 redeemable convertible preferred stock upon conversion of convertible debt, net of issuance costs of $1,431 | 11,558 | ||||||||||
Acquisition of business through issuance of common stock and stock options | 27,295 | ||||||||||
Acquisition of business through issuance of Series D redeemable convertible preferred stock | 52,201 | ||||||||||
Acquisition of business through issuance of Series D redeemable convertible preferred stock warrants | $ 7,812 | ||||||||||
[1]Non-cash interest expense to related parties of $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively.[2]Non-cash interest expense to related parties of $0.3 million, $0.7 million and $0.2 million during the years ended December 31, 2022, 2021 and 2020, respectively.[3]Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of zero during each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero and $1.4 million during the three and nine months ended September 30, 2022, respectively.[4]Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of $1.4 million, zero and zero during the years ended December 31, 2022, 2021 and 2020, respectively.[5]Issuance of forward purchase agreements includes other income from related parties of $0.3 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022.[6]Change in fair value of forward purchase agreement liabilities includes other expense from related parties of $5.9 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022.[7]Issuance of common stock in connection with forward purchase agreements includes other expense from related parties of $30.7 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022.[8]Issuance of common stock bonus shares to related parties in connection with the Mergers includes other expense of $0.7 million for each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero for each of the three and nine months ended September 30, 2022. |
Unaudited Condensed Consolida_8
Unaudited Condensed Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Series D Four Redeemable Convertible Preferred Stock [Member] | |||||||
Forward purchase agreement other income | $ 300 | $ 0 | $ 300 | $ 0 | |||
Issuance Of Temporary Equity Upon Conversion Of Convertible Debt [Member] | |||||||
Temporary equity stock issuance costs | $ 1,431 | ||||||
Related Party [Member] | |||||||
Non cash interest expenses | 100 | 0 | 400 | 100 | 300 | $ 700 | $ 200 |
Gain on extinguishment of convertible notes and simple agreement for future equity | 0 | 0 | 0 | 1,400 | $ 1,400 | $ 0 | $ 0 |
Forward purchase agreement other expense | 5,900 | 0 | 5,900 | 0 | |||
Common stock issued forward purchase agreements expenses incurred | 30,700 | 0 | 30,700 | 0 | |||
Common stock bonues shares issued in connection with merger expenses | $ 700 | $ 0 | $ 700 | $ 0 |
Organization
Organization | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Organization [Abstract] | ||
Organization | (1) Organization (a) Description of Business Complete Solaria, Inc. (the “Company” or “Complete Solaria”) is a residential solar installer headquartered in Fremont, California, which was formed through Complete Solar Holding Corporation’s acquisition of The Solaria Corporation (“Solaria”). 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. The capitalization structure was not changed because of the Reorganization as all shares of Complete Solar, Inc common stock and preferred stock were exchanged on a one for one basis with shares of Complete Solar Holdings common stock and preferred stock. The Reorganization was accounted for as a change in reporting entity for entities under common control. The historical assets and liabilities of Complete Solar, Inc. are transferred to Complete Solar Holdings at their carrying value, and there is no change to net income, other comprehensive income (loss), or any related per share amounts reported in the unaudited condensed consolidated financial statements requiring retrospective application. 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 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. • 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 • Each issued and outstanding FACT Class B Ordinary Share converted, on a one-for-one In November 2022, Complete Solar Holdings acquired Solaria (as described in Note 6 – Business Combination) and changed its name to Complete Solaria, Inc. On August 18, 2023, the Company entered into a Non-Binding (b) Basis of Presentation of Unaudited Interim Condensed Consolidated Financial Statements The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions are eliminated upon consolidation. Effective January 1, 2023, the Company changed its fiscal quarters to four thirteen-week periods within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Since the fiscal quarter change was made after the end of fiscal 2022, the Company will continue to report prior year financial information based on its prior year fiscal calendar. The Company’s financial results for the thirteen and thirty-nine weeks ended October 1, 2023 are compared to its results for the three and nine months ended September 30, 2022. The comparison of these periods is primarily affected by the difference of one day between the first three quarters of fiscal 2023 and first three quarters of 2022, which the Company notes is immaterial. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the unaudited condensed consolidated financial statements not misleading have been included. The information included in this report should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on Form S-4. Interim financial results are not necessarily indicative of the results that may be expected for any future period. (c) Divestiture On August 18, 2023, the Company entered into a Non-Binding This divestiture represents a strategic shift in Complete Solaria’s business and qualifies as held for sale and as a discontinued operation as of October 1, 2023. Based on the held for sale classification of the assets, the Company has reduced the carrying value of the disposal group to its fair value, less cost to sell and recorded an impairment loss associated with the held for sale intangible assets and goodwill. As a result, the Company classified the results of its solar panel business in discontinued operations in its unaudited condensed consolidated statements of operations and comprehensive income (loss) for all periods presented. The cash flows related to discontinued operations have been segregated and are included in the unaudited condensed consolidated statements of cash flows for all periods presented. Unless otherwise noted, discussion within the notes to the unaudited condensed consolidated financial statements relates to continuing operations only and excludes the historical activities of the North American panel business. See Note 8 – Divestiture for additional information. (d) Liquidity and Going Concern Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company incurred net losses of $51.0 million and $73.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and net losses of $4.1 million and $10.8 million during the three and nine months ended September 30, 2022, respectively, and had an accumulated deficit of $327.3 million as of October 1, 2023. The Company had cash and cash equivalents of $1.7 million as of October 1, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Historically, the Company’s activities have been financed through private placements of equity securities, debt and proceeds from the Merger. The Company expects to incur significant operating expenses as it continues to grow its business. The Company believes that its operating losses and negative operating cash flows will continue into the foreseeable future. The Company’s history of recurring losses, negative operating cash flows since inception and the need to raise additional funding to meet its obligations and finance its operations raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern requires that the Company obtains sufficient funding to meet its obligations and finance its operations. 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 entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed 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. (e) Immaterial Correction of Prior Period Financial Statements Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022, the Company identified a misstatement in redeemable convertible preferred stock and other income (expense), net, related to the accounting for the issuance of its Series D preferred stock and conversion of SAFEs and convertible notes. Such misstatement relates to the use of an incorrect factor for the conversion of these instruments into preferred stock. The Company considered both quantitative and qualitative factors and determined the effect of the misstatement was immaterial to the previously issued unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022. The Company identified and corrected the misstatement prior to the issuance of the consolidated financial statements for the year ended December 31, 2022, which were filed in FACT’s S-4 The accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) and statements of stockholders’ deficit for the three and nine months ended September 30, 2022 reflect such adjustment. Accordingly, the accompanying unaudited condensed consolidated statements of cash flows reflect such adjustment, and there was no change to net cash used in operating activities from continuing operations, net cash used in investing activities from continuing operations, or net cash provided by financing activities from continuing operations for the nine months ended September 30 2022 | (1) Organization (a) Description of Business Complete Solaria, Inc. (the “Company” or “Complete Solaria”) is a residential solar installer headquartered in Fremont, California, which was formed through Complete Solar Holding Corporation’s acquisition of The Solaria Corporation (“Solaria). 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. The capitalization structure was not changed because of the Reorganization as all shares of Complete Solar, Inc common stock and preferred stock were exchanged on a one for one basis with shares of Complete Solar Holdings common stock and preferred stock. The Reorganization was accounted for as a change in reporting entity for entities under common control. The historical assets and liabilities of Complete Solar, Inc. are transferred to Complete Solar Holdings at their carrying value, and there is no change to net income, other comprehensive income, or any related per share amounts reported in the consolidated financial statements requiring retrospective application. 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 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. • 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. In November 2022, Complete Solar Holdings acquired Solaria (as described in Note 4 – Business Combination) and changed its name to Complete Solaria, Inc. 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, Inc. (“Maxeon”). In October 2023, the Company completed the sale of its solar panel business to Maxeon. The disposition met the criteria for held for sale and discontinued operations classification. Refer to Note 1(b) – Divestiture and Note 5 – Divestiture. (b) Divestiture 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. Subsequent to the execution of the Non-Binding Letter of Intent, on September 20, 2023, the Company and Maxeon entered into an Asset Purchase Agreement (the “Disposal Agreement”) for the sale of certain assets, inclusive of certain intellectual property and customer contracts, to Maxeon. On October 6, 2023, the Company completed the sale of certain of Complete Solaria’s North American solar panel assets, inclusive of certain intellectual property and customer contracts, to Maxeon, 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 consisting of 1,100,000 shares of Maxeon common stock. This divestiture represents a strategic shift in Complete Solaria’s business and qualifies as held for sale and as a discontinued operation. As a result, the Company classified the results of its solar panel business in discontinued operations in its consolidated statements of operations and comprehensive income (loss) for all periods presented. The cash flows related to discontinued operations have been segregated and are included in the consolidated statements of cash flows for all periods presented. Unless otherwise noted, discussion within the notes to the consolidated financial statements relates to continuing operations only and excludes the historical activities of the North American panel business. See Note 5 – Divestiture for additional information. (c) Liquidity and Going Concern Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company incurred net losses of $29.5 million, $9.2 million and $5.6 million during the years ended December 31, 2022, 2021 and 2020, respectively, and had an accumulated deficit of $85.4 million as of December 31, 2022. The Company had cash and cash equivalents of $4.4 million as of December 31, 2022. Historically, the Company’s activities have been financed through private placements of equity securities and debt. The Company expects to incur significant operating expenses as it continues to grow its business. The Company believes that its operating losses and negative operating cash flows will continue into the foreseeable future. The Company’s history of recurring losses, negative operating cash flows since inception and the need to raise additional funding to meet its obligations and finance its operations raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern requires that the Company obtains sufficient funding to meet its obligations and finance its operations. 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 entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying 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. (d) Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“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 intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, 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: • the allocation of the transaction price to identified performance obligations; • fair value of warrant liabilities; • the fair value of assets acquired and liabilities assumed for business combinations; • the reserve methodology for inventory obsolescence; • the reserve methodology for product warranty; • the reserve methodology for the allowance for credit losses; and • the fair value of the forward purchase agreements. 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. (b) Supply Chain Constraints and Risk The Company relies on a very small number of suppliers of solar energy systems and other equipment. If any of the Company’s suppliers was unable or unwilling to provide the Company with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to the Company, the Company would have very limited alternatives for supply, and the Company may not be able find suitable replacements for the Company’s customers, or at all. Such an event could materially adversely affect the Company’s business, prospects, financial condition and results of operations. In addition, the global supply chain and the Company’s industry have experienced significant disruptions in recent periods. The Company has 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. 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 COVID-19 The Company cannot predict the full effects these events will have on the Company’s business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. In the event the Company is unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect the Company’s business, prospects, financial condition and results of operations. (c) Segment Information The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. All the Company’s long-lived assets are maintained in the United States of America. (d) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of October 1, 2023 and December 31, 2022, was $3.8 million and $3.9 million, respectively. 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 unaudited condensed consolidated balance sheets. The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands): As of October 1, December 31, Cash and cash equivalents $ 1,661 $ 4,409 Restricted cash 3,758 3,907 Total cash, cash equivalents, and restricted cash $ 5,419 $ 8,316 (e) Revenue Recognition Disaggregation of revenue Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Thirteen Three Thirty-Nine Nine Months Solar energy system installations $ 23,915 $ 11,120 $ 64,511 $ 46,214 Software enhanced services 675 1,140 2,376 2,760 Total revenue $ 24,590 $ 12,260 $ 66,887 $ 48,974 All of the Company’s revenue recognized by geography based on the location of the customer for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 was in the United States. Remaining performance obligations The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. The Company has deferred $1.0 million and $1.3 million associated with a long-term service contract as of October 1, 2023 and December 31, 2022, respectively. 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 expense in accordance with the timing of the related revenue recognition. Amortization of deferred commissions is recorded as sales commissions in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). As of October 1, 2023 and December 31, 2022, deferred commissions were $5.5 million and $2.8 million, respectively, which were included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Deferred revenue 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 the final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives consideration, or when such consideration 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 deferred revenue. As installation projects are typically completed within 12-months, non-current (f) 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 on a recurring basis as of October 1, 2023 and December 31, 2022 include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, the warrant liabilities and FPA liabilities. 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 and FPA liabilities 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 the unaudited condensed consolidated statements of operations and comprehensive income (loss) as a component of other income (expense), net. (g) Direct Offering Costs Direct offering costs represent legal, accounting and other direct costs related to the Mergers, which was consummated in July 2023. In accounting for the Mergers, direct offering costs of approximately $5.7 million were reclassified to additional paid-in (h) 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 Fair Value Measurement (i) Forward Purchase Agreements The Company accounts for its FPAs in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity Fair Value Measurement (j) Net Loss Per Share The Company computes net loss per share following ASC 260, Earnings Per Share per-share (k) Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments credit losses for financial assets held. ASU 2016-13 2016-13 | (2) Summary of Significant Accounting Policies (a) Use of Estimates The preparation • The allocation of the transaction price to identified performance obligations; • Fair value of warrant liabilities; • The fair value of assets acquired and liabilities assumed for business combination; • The reserve methodology for inventory obsolescence; • The reserve methodology for product warranty; 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 are 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. (b) Supply Chain Constraints and Risk; COVID-19 The Company relies on a very small number of suppliers of solar energy systems and other equipment. If any of Company’s suppliers was unable or unwilling to provide the Company with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to the Company, the Company would have very limited alternatives for supply, and the Company may not be able find suitable replacements for the Company’s customers, or at all. Such an event could materially adversely affect the Company’s business, prospects, financial condition and results of operations. The ongoing COVID-19 COVID-19, COVID-19 In addition, the global supply chain and the Company’s industry have experienced significant disruptions in recent periods. The Company 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. 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 COVID-19 The Company cannot predict the full effects these events will have on the Company’s business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. In the event the Company is unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect the Company’s business, prospects, financial condition and results of operations. For additional information on risk factors that could impact the Company’s results, please refer to “Risk Factors (c) Segment Information The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. All the Company’s long-lived assets are maintained in the United States of America. Disaggregated revenue by primary geographical market for the Company’s single segment is included in the discussion of revenue recognition within this Note 2, below. (d) Concentration of Risks Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. 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. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. As of December 31, 2022, three single customers had outstanding balances that represented 27%, 18%, and 14%, respectively, of the total accounts receivable balance, compared to December 31, 2021, as a single 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 years ended December 31, 2022, 2021 and 2020, one customer represented 47%, 63% and 81% of gross revenues, respectively. Concentration of suppliers For the year ended December 31, 2022, three suppliers represented 74% of the Company’s inventory purchases. For the year ended December 31, 2021, four supplier represented 87% of the Company’s inventory purchases. For the year ended December 31, 2020, two suppliers represented 89% of the Company’s inventory purchases. (e) Cash and Cash Equivalents The 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 original maturity dates of three months or less from the original date of purchase. (f) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of December 31, 2022 and 2021, was $3.9 million, and zero, respectively. 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. Total cash, cash equivalents and restricted cash is presented in the table below (in thousands): As of December 31, 2022 2021 Cash and cash equivalents $ 4,409 $ 5,276 Restricted cash 3,907 — Total cash, cash equivalents and restricted cash $ 8,316 $ 5,276 (g) Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, the current receivables aging and customer payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of accounts receivable previously written off are recorded when received. The following table summarizes the allowance for doubtful accounts as of December 31, 2022, 2021, and 2020 (in thousands): As of December 31, 2022 2021 2020 Balance at beginning of period $ (2,569 ) $ (2,288 ) $ (1,965 ) Provision charged to earnings (2,243 ) (364 ) (337 ) Amounts written off, recoveries and other adjustments — 83 14 Balance at end of period $ (4,812 ) $ (2,569 ) $ (2,288 ) The Company does not off-balance (h) Inventories Inventories consists of solar panels and the components of solar energy systems which the Company classifies as finished goods. Costs are computed under 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 to state inventory at the lower of cost or net realizable value. (i) Revenue Recognition Revenue is recognized when a customer obtains control of promised products and services and the Company has satisfied its performance obligations. 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); 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. Service Revenues – Solar Energy System Installations The Company generates revenue primarily from the design and installation of a solar energy system and performing post-installation services. The Company’s contracts with customers include three primary contract types: • Cash agreements • Financing partner agreements • Power purchase agreements In each of the Company’s customer contract types, the Company’s revenue consists of two performance obligations, which include the performance of the installation of the solar energy system and post-installation services. 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 Company recognizes revenue upon the completion of installation services, which occurs upon the transfer of control of the solar energy system and title of the related hardware components to the homeowner or distribution partner. Post-installation services consist primarily of administrative services and customer support, which the Company performs between the completion of installation and the date of inspection of the solar energy system by the authority having jurisdiction. The Company recognizes revenue at a point in time, which is when the inspection occurs. As the Company’s contracts with customers contain multiple performance obligations, the transaction price is allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the estimated costs incurred in the delivery of each performance obligation, relative to the total costs to be incurred under the contract. The Company records deferred revenue for amounts invoiced that are not subject to refund upon termination. 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. The Company guarantees to customers certain specified minimum solar energy production output of the solar energy system for 10-years Revenues – Software Enhanced Services The Company generates revenue from software enhanced services through the provision of design and proposal services. The Company’s customers for design services are solar installers who leverage the Company’s expertise and software platforms to obtain structural letters, computer aided designs and electrical reviews. The Company charges the customer a per design fixed fee for each type of service that is performed, and the Company recognizes revenue in the period the services are performed. The customer contracts contain the customer right to terminate the contract each month and are therefore enforceable only for the contracted services purchased each month. Revenue is recognized for design services in the month the services are performed. The Company’s customers for proposal services for solar sales organizations who contract with the Company to develop proposals for their potential residential solar customers. The Company generates proposals for the customer using the HelioQuote platform. Customers may purchase a fixed number of proposals for a given month or may contract on a pay as you go basis, and the performance obligation is defined by the number of proposals purchased by the customer each month. The customer contracts contain the customer right to terminate the contract each month and are therefore enforceable only for the services purchased each month. Revenue is recognized for proposal services in the month the services are performed. Warranties The Company typically provides a 10-year 30-year 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. Shipping and handling costs and certain taxes Revenues are recognized net of taxes collected from customers and remitted to governmental authorities. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in both revenues and cost of revenues in the accompanying consolidated statements of operations and comprehensive loss. Deferred revenue 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 consideration, or when such consideration 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 deferred revenue. As installation projects are typically completed within 12-months, Disaggregation of revenue Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Years Ended December 31, 2022 2021 2020 Solar energy system installations $ 62,896 $ 66,958 $ 29,378 Software enhanced services 3,579 1,858 — Total revenue $ 66,475 $ 68,816 $ 29,378 For the years ended December 31, 2022, 2021 and 2020, all revenue recognized was generated in the United States. Remaining performance obligations The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. As of December 31, 2022, the Company has deferred $1.3 million associated with a long-term service contract, which will be recognized evenly through 2028. 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 expense 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 31, 2022 and December 31, 2021, deferred commissions were $2.8 million and $4.8 million, respectively, which included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. (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 Developed software 5 years Furniture & equipment 3-5 Leasehold improvements 3-5 years (k) Internal-Use The Company capitalizes costs to develop its internal-use internal-use (l) Cost of Revenues Cost of revenues includes actual cost of material, labor and related overhead incurred for revenue-producing units, and includes associated warranty costs, freight and delivery costs, depreciation, and amortization of internally developed software. (m) Advertising and Promotional Expenses Advertising (n) Income Taxes Income taxes are accounted for under the asset-and-liability (o) Foreign Currency The Company’s reporting currency is the US dollar. The functional currency for each of the Company’s foreign subsidiaries is the local currency, as it is the monetary unit of account of the principal economic environments in which the Company’s foreign subsidiaries operate. Assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at the average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into US dollar financial statements is accounted for as a foreign currency cumulative translation adjustment and is reported as a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses resulting from transactions denominated in a currency other than the functional currency are recognized in Other Income (expense), net in the consolidated statements of operations and comprehensive loss. (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 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 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. There were no impairment charges for the years ended December 31, 2022, 2021 and 2020. (r) Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, acquired technology, trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive loss. (s) Intangibles Assets, Net Intangible assets are recorded at the 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: Estimated Useful Life Assembled workforce 2 years (t) Deferred Transaction Costs Deferred transaction costs, which consist of direct incremental legal, consulting and accounting fees related to the merger with Freedom, are capitalized until they are recorded against proceeds upon the consummation of the transaction. As of December 31, 2022, the Company has recorded $1.1 million of deferred transaction costs in other noncurrent assets on the consolidated balance sheets. (u) Redeemable Convertible Preferred Stock Warrants The Company has issued redeemable convertible preferred stock warrants exercisable into shares of the Company’s redeemable convertible preferred stock. The Company classifies warrants to purchase shares of convertible preferred stock that are redeemable or include an antidilution feature as liabilities. Such redeemable convertible preferred stock warrants are measured and recognized at fair value, and subject to remeasurement at each balance sheet date. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The Company will continue to adjust the redeemable convertible preferred stock warrant liability for changes in the fair value until the earlier of the exercise or expiration of such warrants or the completion of a liquidation event, including completion of an initial public offering (“IPO”), at which time all such redeemable convertible preferred stock warrants will be converted into warrants to purchase shares of common stock, and the liability will be reclassified to additional paid-in (v) 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 non-employees non-employee Black-Scholes Expected Term Expected Volatility Expected Dividend Risk-free Interest Rate zero-coupon Forfeitures (w) 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. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, convertible notes, SAFE agreements, notes payable, common stock warrants and redeemable convertible preferred stock warrants. The carrying amounts of cash, accounts receivable, accounts payable, accrued expenses, convertible notes and notes payable approximate their fair value because of their short- term nature (classified as level 1). The Company measures and discloses the fair value of SAFE agreements, common stock warrants and redeemable convertible preferred stock warrants under the provisions of ASC Topic 820—Fair Value Measurement (classified as level 3). (x) Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic net loss per share is measured as the income or loss available to common stockholders divided by the weighted-average common shares outstanding for the period. Diluted net loss per share presents the dilutive effect on a per-share basis from the potential exercise of options and/or warrants. The potentially dilutive effect of options or warrants are computed using the treasury stock method. 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. (y) Convertible Debt Embedded Derivative Liabilities The Company evaluates the embedded conversion feature within its convertible debt instruments under ASC 815-15 815-40 re-valued non-current net-cash re-measurement (z) Leases Effective January 1, 2021, the Company early adopted Accounting Standards Update (“ASU”) No. 2016-02, non-lease arrangements are primarily fixed. The Company combines lease and non-lease right-of-use non-current 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. The Company does not obtain and control its right to use the identified asset until the lease commencement date. The Company’s lease liabilities are recognized at the later of January 1, 2021 and applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, 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 when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable, right-of-use Right-of-use The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Before the adoption of ASU 2016-02 (aa) Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 2019-12 2019-12 2019-12 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted ASU 2021-04 In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): if-converted 2020-06 2020-06 (ab) Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13 2016-13 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | (3) 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 October 1, 2023 Level 1 Level 2 Level 3 Total Financial Liabilities Carlyle warrants $ — $ — $ 7,683 $ 7,683 Public warrants 1,413 — — 1,413 Private placement warrants — 1,027 — 1,027 Working capital warrants — 117 — 117 Forward purchase agreement liabilities — — 6,586 6,586 Total $ 1,413 $ 1,144 $ 14,269 $ 16,826 As of December 31, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 14,152 $ 14,152 Total $ — $ — $ 14,152 $ 14,152 Carlyle Warrants As part of the Company’s amended and restated warrant agreement with CRSEF Solis Holdings, LLC (“Carlyle”), the Company 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 amended and restated warrant agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the amended and restated warrant 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 amended and restated warrant 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. As the warrant is exercisable into a variable number of shares based on the Company’s fully diluted capitalization table, the Company has classified the warrants as liabilities. The Company valued the warrants based on a Black-Scholes Option Pricing Method, which included the following inputs: October 1, December 31, Expected term 7.0 years — Expected volatility 77.0 % — Risk-free interest rate 3.92 % — Expected dividend yield 0.0 % — Public, Private Placement and Working Capital Warrants The public, private placement and working capital 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. The private placement and working capital warrants were valued using observable inputs for similar publicly traded instruments. Forward Purchase Agreement Liabilities The FPA liabilities 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: October 1, December 31, Common stock trading price $ 2.10 — Simulation period 1.8 years — Risk-free rate 5.12 % — Volatility 178.0 % — Redeemable Convertible Preferred Stock Warrant Liabilities The Company historically issued redeemable convertible warrants, which were classified as liabilities and adjusted to fair value using the Black Scholes Option Pricing Method. The terms of the redeemable convertible preferred stock warrants are described in Note 15 – Warrants. Series B Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 3.1 Expected volatility — 72.5 % Risk-free interest rate — 4.2 % Expected dividend yield — 0.0 % Series C Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 3.6 years Expected volatility — 72.5 % Risk-free interest rate — 4.0 % Expected dividend yield — 0.0 % Series D-7 October 1, December 31, Expected term — 1.5 years Expected volatility — 78.5 % Risk-free interest rate — 4.7 % Expected dividend yield — 0.0 % The redeemable convertible preferred stock warrant liabilities were measured at fair value at the issuance date and as of each subsequent reporting period with changes in the fair value recorded within other income (expense), net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). As described in Note 15 – Warrants, the redeemable convertible preferred stock warrant liabilities were reclassified to additional paid-in | (10) 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): The following table presents a reconciliation of the Company’s financial liabilities measured at fair value as of December 31, 2022 using significant unobservable inputs (Level 3), and the change in fair value recorded in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss (in thousands): Warrant Convertible SAFEs Balance as of December 31, 2020 $ 799 $ 579 $ 91 Issuance of 2021-A — 566 — Issuance of 2021-Rogers SAFE — — 5,000 Change in fair value 330 336 1,306 Balance as of December 31, 2021 $ 1,129 $ 1,481 $ 6,397 Conversion of debt into preferred shares — (1,481 ) — Conversion of SAFEs into preferred shares — — (6,397 ) Assumption of SAFEs in Solaria acquisition — — 60,470 Conversion of SAFEs from Solaria acquisition into preferred shares — — (60,470 ) Issuance of Series D Warrants Tranche A 6,527 — — Issuance of Series D Warrants Tranche B 1,285 — — Change in fair value 5,211 — — Balance as of December 31, 2022 $ 14,152 $ — $ — The fair value of accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of December 31, 2022 and December 31, 2021, due to their short-term nature. As of December 31, 2022, all of the Company’s outstanding debit is carried at an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the years ended December 31, 2022 and December 31, 2021. As of December 31, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 14,152 $ 14,152 Total $ — $ — $ 14,152 $ 14,152 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 1,129 $ 1,129 Convertible debt embedded derivatives — — 1,481 1,481 SAFE agreements — — 6,397 6,397 Total $ — $ — $ 9,007 $ 9,007 Redeemable Convertible Preferred Stock Warrant Liability The Company historically issued redeemable convertible warrants to a bank to purchase shares of Series B preferred stock in February 2016 and issued redeemable convertible warrants to an investor to purchase shares of Series C preferred stock. Refer to Note 14 - Warrants. The Company issued Series D preferred stock warrants in conjunction with the merger agreement with Solaria. Refer to Note 3-Business 70 30 Series B Redeemable Convertible Preferred Stock Warrant December 31, 2022 2021 Expected term 3.1 years 4.1 years Expected volatility 72.5 % 73.0 % Risk-free interest rate 4.2 % 1.1 % Expected dividend yield 0.0 % 0.0 % Series C Redeemable Convertible Preferred Stock Warrant December 31, 2022 2021 Expected term 3.6 years 4.6 years Expected volatility 72.5 % 73.0 % Risk-free interest rate 4.0 % 1.2 % Expected dividend yield 0.0 % 0.0 % Series D Redeemable Convertible Preferred Stock Warrant December 31, 2022 2021 Expected term 1.5 years — Expected volatility 78.5 % — Risk-free interest rate 4.7 % — Expected dividend yield 0.0 % — The redeemable convertible preferred stock warrant liabilities were measured at fair value at the issuance date and as of each subsequent fiscal year end with changes in the fair value recorded within other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The table below reconciles the change in value of the redeemable convertible preferred stock warrant liability from each warrant to the total redeemable convertible preferred stock warrant liability recorded within the accompanying consolidated balance sheets (amounts in thousands): Series B Series C Series D Tranche A Series D Total Balance as of December 31, 2020 $ 5 $ 794 $ — $ — $ 799 Change in fair value 3 327 — — 330 Balance as of December 31, 2021 8 1,121 — — 1,129 Change in fair value 42 5,169 — — 5,211 Issuance of warrants in connection with acquisition of Solaria (Note 3) — — 6,527 1,285 7,812 Balance as of December 31, 2022 $ 50 $ 6,290 $ 6,527 $ 1,285 $ 14,152 Convertible Debt Embedded Derivatives 2019-A The Company recorded a convertible debt embedded derivative liability associated with the issuance of the 2019-A Convertible Notes. The derivative liability is recorded within derivative liability on the accompanying consolidated balance sheets. See Note 13 – Borrowing Arrangements. The fair value of the convertible debt embedded derivative liability was computed as the difference between the estimated value of the convertible debt with and without features that allow the holders to convert the notes at a discount upon the Company’s subsequent equity financing (“Next Equity Financing”). The 2019-A Convertible Notes also contain a feature to convert the notes at a price of $75.0 million divided by the fully diluted capitalization table (“2019-A Valuation Cap Conversion”), which is not bifurcated as an embedded derivative. The fair value of the convertible notes with the embedded derivative is estimated based on a probability- weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity. The significant assumptions included in the fair value of the 2019-A The embedded derivative liabilities in the convertible notes were measured at fair value at the issuance date and as of each subsequent fiscal year end with changes in the fair value recorded within other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The fair value of the 2019-A 2019-A 2020-A The Company recorded a convertible debt embedded derivative liability associated with the issuance of the 2020-A The fair value of the convertible notes with the embedded derivative is estimated based on a probability- weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity. The significant assumptions included in the fair value of the 2020-A The embedded derivative liabilities in the convertible notes were measured at fair value at the issuance date and as of each subsequent fiscal year end with changes in the fair value recorded within other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The fair value of the 2020-A 2020-A 2021-A The Company recorded a convertible debt embedded derivative liability associated with the issuance of the 2021-A 2021-A (“2021-A The fair value of the convertible notes with the embedded derivative is estimated based on a probability- weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity. The significant assumptions included in the fair value of the 2021-A The embedded derivative liabilities in the convertible notes were measured at fair value at the issuance date and as of each subsequent fiscal year end with changes in the fair value recorded within other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The fair value of the 2021-A 2021-A The table below reconciles the embedded derivative liability from each of the series of convertible notes to the total derivative liability recorded on the accompanying consolidated balance sheets (amounts in thousands) 2019-A 2020-A 2021-A Totals Balance as of December 31, 2020 $ 18 $ 561 $ — $ 579 Issuance of 2021-A — — 566 566 Change in fair value 17 234 85 366 Balance as of December 31, 2021 35 795 651 1,481 Extinguishment upon Series D issuance (35 ) (795 ) (651 ) (1,481 ) Balance as of December 31, 2022 $ — $ — $ — $ — Simple Agreement for Future Equity (“SAFE”) 2019 SAFE In July 2019, the Company entered into a SAFE agreement (“2019 SAFE”) with an investor. At the issuance date, the Company received $0.1 million in cash. The SAFE is classified as a liability in the scope of Accounting Standards Codification Topic 480 (“ASC 480”), Distinguishing Liabilities from Equity The fair value of the 2019 SAFE was determined based on the probability-weighted expected return method (“PWERM”), which assigns value to the multiple settlement scenarios based on the probability of occurrence. The significant assumptions included in the fair value of the 2019 SAFE include the probability of conversion under a next equity financing (estimated between 60 80 December 31, 2022 2021 Expected fair value of preferred stock N/A $ 4.84 Expected term N/A 0.2 years Volatility N/A 76.4 % Risk-free interest rate N/A 0.1 % The 2019 SAFE was measured at fair value at the issuance date and as of each subsequent fiscal year end with changes in the fair value recorded within other income (expense), net in the consolidated statements of operations and comprehensive loss. In March 2022, as part of the Company’s Series D preferred stock financing, the 2019 SAFE converted into shares of Series D-3 2021 SAFE In December 2021, the Company entered into a SAFE agreement (“2021 SAFE”) with an investor. At the issuance date, the Company received $5.0 million in cash. The SAFE is classified as a liability in the scope of Accounting Standards Codification Topic 480 (“ASC 480”), Distinguishing Liabilities from Equity In March 2022, as part of the Company’s Series D preferred stock financing, the 2021 SAFE converted into shares of Series D-1 2022 SAFE In connection with the Solaria acquisition, Complete Solar Holdings entered into the SAFE Amendment, Assignment and Assumption Agreement whereby Complete Solar Holdings assumed the rights and interests in and obligations under the SAFE from Solaria immediately at the effective time of the acquisition of Solaria. In accordance with the terms and conditions of the Merger Agreement, the SAFE was required to be converted into redeemable convertible preferred stock of the Company within 10 business days of the close of the acquisition. Immediately subsequent to acquisition close, the SAFE converted into 8,171,662 shares of series D-8 |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | ||
Reverse Recapitalization | (4) 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 has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Complete Solaria’s pre-combination • 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 is 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 are 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. 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 unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statements of stockholders’ deficit for the thirty-nine week ended October 1, 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 (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 paid-in | (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 has been 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 is 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 are 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. Upon the closing of the Mergers and the PIPE Financing in July 2023, the Company received net cash proceeds of $19.7 million. 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 |
Forward Purchase Agreements
Forward Purchase Agreements | 9 Months Ended |
Oct. 01, 2023 | |
Forward Purchase Agreements Abstract | |
Forward Purchase Agreements | (5) 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 (i) 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. • 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 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 Additionally, in accordance with ASC 480, Distinguishing Liabilities from Equity 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 income (expense), net associated with the issuance of 6,720,000 shares of Complete Solaria Common Stock. 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 unaudited condensed consolidated balance sheets and within other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). Subsequently, the change of fair value of the prepaid forward purchase liability amounted to an expense of $6.7 million for the thirteen and thirty-nine weeks ended October 1, 2023. As of October 1, 2023, the prepaid forward purchase liabilities amounted to $6.6 million. |
Business Combination
Business Combination | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Business Combination [Abstract] | ||
Business Combination | (6) Business Combination Solaria Acquisition On November 4, 2022, Complete Solar Holdings acquired Solaria for aggregate consideration paid of $89.1 million, comprising of $0.1 million in cash, 2,844,550 shares of common stock with an aggregate fair value of $17.3 million, 6,803,549 shares of preferred stock with an aggregate fair value of $52.2 million, 78,962 common stock warrants for an aggregate value of $0.2 million, 1,376,414 preferred stock warrants for an aggregate fair value of $7.8 million, 5,382,599 stock options with an aggregate fair value of $10.0 million attributable to services provided prior to the acquisition date, and the payment of seller incurred transaction expenses of $1.5 million. In addition, the Company assumed $14.1 million of unvested Solaria stock options, which has been and will be recorded as stock-based expense over the remaining service period. Solaria designs, develops, manufactures, and generates revenue from the sale of silicon photovoltaic solar panels and licensing of its technology to third parties. At the time of the acquisition, the Company believed that the acquisition of Solaria would establish the Company as a full system operator, with a compelling customer offering with best-in-class Business Combinations The following table summarized the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands): Amount Cash, cash equivalents and restricted cash $ 5,402 Accounts receivable 4,822 Inventories 5,354 Prepaid expenses and other current assets 8,569 Property and equipment 830 Operating lease right-of-use 1,619 Intangible assets 43,100 Other non-current 112 Total identifiable assets acquired 69,808 Accounts payable 4,210 Accrued expenses and other current liabilities 11,845 Notes payable 20,823 Deferred revenue 73 Operating lease liabilities, net of current portion 1,132 Warranty provision, noncurrent 1,566 SAFE agreements 60,470 Total identifiable liabilities assumed 100,119 Net identifiable liabilities assumed 30,311 Goodwill 119,422 Total aggregate consideration paid $ 89,111 Goodwill represents the excess of the preliminary estimated consideration transferred over the fair value of the net tangible and intangible assets acquired and has been allocated to the Company’s single reporting unit. Goodwill is primarily attributable to expected post-acquisition synergies from assembled workforce and also from the expectation of integrating Solaria’s products and solutions into the Company’s own businesses to provide access to more features and resources and offers incremental revenue opportunities. Goodwill of $119.4 million is deductible over 15 years for U.S. income tax purposes. Intangible assets acquired are as follows (in thousands): Amount Trademarks $ 5,700 Developed technology 12,700 Customer relationships 24,700 Total intangible assets $ 43,100 The income approach, using the relief from royalty method, was used to value trademarks and developed technology. Significant assumptions included in the valuation of trademarks and developed technology include projected revenues, the selected royalty rate and the economic life of the underlying asset. The income approach, using the multi-period excess earning method, was used to value customer relationships. Significant assumptions included in the valuation of customer relationships include projected revenues, customer attrition and expense growth over the forecasted period. As a result of the Solaria acquisition, the Company recognized $45.9 million of deferred tax assets. Due to the uncertainty surrounding the Company’s ability to realize such deferred income tax assets, a full valuation allowance has been established. As of October 1, 2023, the goodwill and intangible assets recognized from the Solaria acquisition have been included in long-term held for sale – discontinued operations on the unaudited condensed consolidated balance sheets, as further described in Note 8 – Divestiture. Unaudited Pro Forma Information The following unaudited pro forma financial information gives effect to the acquisition of Solaria as if it were consummated on January 1, 2022 including pro forma adjustments relating to the valuation and allocation of the aggregate consideration paid, amortization of intangible assets, incremental stock-based compensation and direct transaction costs. The historical condensed consolidated financial statements have been adjusted in the unaudited combined financial information to give effect to events that are directly attributable to the Business Combination and are factually supportable. This data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2022. Actual results may differ from the unaudited combined pro forma information presented below (in thousands): Three Months Nine Months Revenues $ 22,267 $ 79,800 Net loss $ (26,498 ) $ (49,935 ) | (4) Business Combination Solaria Acquisition On November 4, 2022, Complete Solar Holdings acquired Solaria for aggregate consideration paid of $89.1 million, comprising of $0.1 million in cash, 2,884,550 Business Combinations Acquisition costs of $1.3 million were expensed by the Company and are included in general and administrative expenses within the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The fair value of assets acquired and liabilities assumed was based upon a preliminary valuation and the Company’s estimates and assumptions are subject to change within the measurement period. The following table summarized the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands): Cash, cash equivalents and restricted cash $ 5,402 Accounts receivable 4,822 Inventories 5,354 Prepaid expenses and other current assets 8,569 Property and equipment 830 Operating lease right-of-use 1,619 Intangible assets 43,100 Other non-current 112 Total identifiable assets acquired 69,808 Accounts payable 4,210 Accrued expenses and other current liabilities 11,845 Notes payable 20,823 Deferred revenue 73 Operating lease liabilities, net of current portion 1,132 Warranty provision, noncurrent 1,566 SAFE agreements 60,470 Total identifiable liabilities assumed 100,119 Net identifiable liabilities assumed 30,311 Goodwill 119,422 Total aggregate consideration paid $ 89,111 Goodwill represents the excess of the preliminary estimated consideration transferred over the fair value of the net tangible and intangible assets acquired and has been allocated to the Company’s single reporting unit. Goodwill was subsequently reclassified to long-term assets held-for-sale – discontinued operations, on the Company’s balance sheet as of December 31, 2022, stemming from the sale of the Solaria business discussed in Note 5 below. Intangible assets acquired and subsequently disposed of as part of the Solaria disposition discussed in Note 5 below are as follows (in thousands): Trademarks $ 5,700 Developed technology 12,700 Customer relationships 24,700 Total intangible asset $ 43,100 The income approach, using the relief from royalty method, was used to value trademarks and developed technology. Significant assumptions included in the valuation of trademarks and developed technology include projected revenues, the selected royalty rate and the economic life of the underlying asset. The income approach, using the multi-period excess earning method, was used to value customer relationships. Significant assumptions included in the valuation of customer relationships include projected revenues, customer attrition and expense growth over the forecasted period. As a result of the Solaria acquisition, the Company recognized $45.9 million of deferred tax assets. Due to the uncertainty surrounding the Company’s ability to realize such deferred income tax assets, a full valuation allowance has been established. Refer to Note 18 – Income Taxes for additional details. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid Expenses and Other Current Assets | (7) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following (in thousands): As of October 1, December 31, Inventory deposits $ 3,497 $ 6,255 Prepaid sales commissions 5,509 2,838 Other 941 978 Total prepaid expenses and other current assets $ 9,947 $ 10,071 | (6) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following (in thousands): As of December 31, 2022 2021 Inventory deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,255 $ — Prepaid sales commissions . . . . . . . . . . . . . . . . . . . . . . . 2,838 4,771 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 978 184 Total prepaid expenses and other current assets . . . $ 10,071 $ 4,955 |
Divestiture
Divestiture | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Divestiture [Abstract] | ||
Divestiture | (8) Divestiture Discontinued operations As previously described in Note 1 – Organization, on August 18, 2023, the Company entered into a Non-Binding Components of amounts reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss) related to discontinued operations are presented in the table, as follows (in thousands): Thirteen Weeks Thirty-Nine Revenues $ 3,774 $ 29,048 Cost of revenues 4,102 30,609 Gross loss (328 ) (1,561 ) Operating expenses: Sales and marketing 2,425 6,855 General and administrative 5,681 12,572 Total operating expenses 8,106 19,427 Loss from discontinued operations (8,434 ) (20,988 ) Other income (expense), net 31 32 Loss from discontinued operations before income taxes (8,403 ) (20,956 ) Income tax benefit (provision) (1 ) 3 Impairment loss from discontinued operations (147,505 ) (147,505 ) Net loss from discontinued operations $ (155,909 ) $ (168,458 ) Held for sale As previously described in Note 1 – Organization, certain assets of the Solaria, Inc. have been reflected as assets held for sale in the periods preceding the divestiture. The following is a summary of the major categories of assets and liabilities held for sale (in thousands): As of October 1, December 31, Intangible assets, net $ 12,299 $ 42,610 Goodwill — 119,422 Long-term assets held for sale $ 12,299 $ 162,032 | (5) Divestiture Discontinued As previously described in Note 1 – Organization, 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, inclusive of intellectual property and customer contracts, to Maxeon. In October 2023, the Company completed the sale of its solar panel business to Maxeon. The assets sold to Maxeon were the assets that allowed for the Solaria business to operate as a product manufacturer of solar panels. As such, the Company determined that the sale of these assets in effect represented a disposition of the Solaria business and constituted a strategic shift in the Company’s operations, therefore qualifying as a discontinued operation. Accordingly, the results of operations and cash flows relating to Solaria have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2022 and the consolidated statements of cash flows for the year ended December 31, 2022. Components of amounts reflected in the consolidated statements of operations and comprehensive income (loss) related to discontinued operations are presented in the table, as follows (in thousands): December 31, 2022 Revenues $ 13,325 Cost of revenues 12,847 Gross profit 478 Operating expenses: Sales and marketing 1,315 General and administrative 617 Total operating expenses 1,932 Net loss from discontinued operations $ (1,454 ) Held for sale As previously described in Note 1 – Organization, certain assets of the Solaria, Inc. have been reflected as assets held for sale in the periods preceding the divestiture. The following is a summary of the major categories of assets and liabilities held for sale (in thousands): December 31, 2022 Intangible assets, net $ 42,610 Goodwill 119,422 Long-term assets held for sale $ 162,032 In October 2023, in conjunction with the divestiture, the Company recorded impairment expense of $119.4 million and $28.1 million associated with the goodwill and intangible assets, respectively, assigned to Solaria and a loss on disposal of $1.8 million. Cash flows from discontinued operations included depreciation and amortization of $0.5 million and stock-based compensation expense of $0.5 million for year ended December 31, 2022. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Net | (9) Property and Equipment, Net Property and equipment, net consists of the following (in thousands, except year data): Estimated As of Useful Lives October 1, December 31, Developed software 5 $ 6,559 $ 5,054 Manufacturing equipment 3 131 102 Furniture and equipment 3 90 90 Leasehold improvements 5 708 708 Total property and equipment 7,488 5,954 Less: accumulated depreciation and amortization (3,303 ) (2,478 ) Total property and equipment, net $ 4,185 $ 3,476 Depreciation and amortization expense on tangible assets totaled $0.3 million and $0.6 million for the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and $0.2 million and $0.4 million for the three and nine months ended September 30, 2022, respectively. There were no impairment charges on tangible assets recognized for the thirteen or thirty-nine weeks ended October 1, 2023, or for the three or nine months ended September 30, 202 2 | (7) Property and Equipment, Net Property and equipment, net consists of the following (in thousands): As of December 31, 2022 2021 Developed software $ 5,054 $ 3,540 Manufacturing equipment. 102 70 Furniture & equipment 90 — Leasehold improvements 708 — Total property and equipment 5,954 3,610 Less accumulated depreciation and amortization (2,478 ) (1,852 ) Total property and equipment, net $ 3,476 $ 1,758 Depreciation and amortization expense totaled $0.6 million, $0.5 million and $0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets [Abstract] | ||
Goodwill and Intangible Assets | (10) Goodwill and Intangible Assets Goodwill During the thirteen and thirty-nine weeks ended October 1, 2023, the Company recorded $119.4 million of goodwill impairment related to the goodwill assigned to Solaria, Inc. See Note 8 – Divestiture for additional information regarding the divestiture. The goodwill balances as of October 1, 2023 and December 31, 2022 were zero and $119.4 million, respectively. See Note 6 – Business Combination for additional information regarding the Company’s acquisitions including recognition of goodwill. Intangible Assets The following table provides a reconciliation of intangible assets reported as of October 1, 2023 and December 31, 2022 (in thousands, except years data): As of October 1, 2023 Gross Impairment Held for Accumulated Net Assembled workforce $ 137 $ — $ — (137 ) $ — Trademarks 5,700 (3,714 ) (1,463 ) (523 ) — Customer relationship 24,700 (16,094 ) (7,577 ) (1,029 ) — Developed technology 12,700 (8,275 ) (3,259 ) (1,166 ) — Total intangible assets $ 43,237 $ (28,083 ) $ (12,299 ) $ (2,855 ) $ — As of December 31, 2022 Weighted- Gross Accumulated Net Assembled workforce 0.1 $ 137 $ (133 ) $ 4 Trademarks 9.8 5,700 (95 ) 5,605 Customer relationship 21.8 24,700 (187 ) 24,513 Developed technology 9.8 12,700 (212 ) 12,488 Total intangible assets $ 43,237 $ (627 ) $ 42,610 Amortization expense related to intangible assets for the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022 were as follows (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months Assembled workforce $ — $ 17 $ 4 $ 51 Trademarks 142 — 428 — Customer relationship 279 — 843 — Developed technology 317 — 953 — Total amortization expense $ 738 $ 17 $ 2,228 $ 51 Amortization expense for the thirteen and thirty-nine weeks ended October 1, 2023 was recorded as loss from discontinued operations on the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). For the three and nine months ended September 30, 2022, amortization expense related to intangible assets of less than $0.1 million was recorded to general and administrative expense on the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company does not expect to recognize any future amortization expense of intangible assets as of October 1, 2023. | (8) Intangible Assets, Net Intangible assets consisted of the following (in thousands, except years data): As of December 31, 2022 As of December 31, 2021 Weighted- Gross Accumulated Net Gross Accumulated Net Assembled workforce 0.1 $ 137 $ (133 ) $ 4 $ 137 $ (65 ) $ 72 Amortization expense related to intangible assets for the years ended December 31, 2022, 2021, and 2020 was $0.1 million, $0.1 million and zero, respectively. For the year ended December 31, 2022, amortization expense related to intangible assets of $0.1 million and $0.1 million, respectively, was recorded in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2022, amortization expense for intangible assets for 2023 is expected to be $0.1 million. Amortization expense for intangible assets is not Assembled workforce On January 21, 2021, the Company entered into an agreement to purchase the business assets of Current Insight, an engineering firm that develops designs for residential solar installations in a cost-effective manner for its customers. Consideration for the asset acquisition amounted to an aggregate purchase price of $0.2 million, comprised of a promissory note for $0.1 million and 30,000 shares of the Company’s common stock with an aggregate fair value of less than $0.1 million. The transaction was accounted for as an asset purchase in accordance with ASC 805, Business Combinations The Company concluded that tangible and other assets acquired in the transaction did not have material value and, as such, ascribed no consideration to them. The total purchase price was allocated exclusively to the acquired assembled workforce, which is amortized on a straight-line basis over an estimated useful life of two years. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | (11) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of October 1, December 31, Accrued compensation and benefits $ 3,666 $ 3,940 Customer deposits 1,167 930 Uninvoiced contract costs 3,554 1,914 Inventory received but not invoiced 1,391 972 Accrued term loan and revolving loan amendment and final payment fees 2,175 2,400 Accrued legal settlements 2,955 1,853 Accrued taxes 931 1,245 Accrued rebates and credits 880 1,076 Operating lease liabilities, current 720 958 Revenue warranty 918 — Deferred underwriters’ discount payable 3,019 — Accrued warranty, current 605 767 Other accrued liabilities 4,693 3,775 Total accrued expenses and other current liabilities $ 26,674 $ 19,830 | (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued compensation and benefits $ 3,940 $ 3,498 Accrued term loan and revolving loan amendment and final payment fees 2,400 — Uninvoiced contract costs 1,914 2,180 Accrued legal settlements 1,853 — Accrued taxes 1,245 — Accrued rebates and credits 1,076 — Inventory received but not invoiced 972 — Operating lease liabilities, current 958 390 Customer deposits 930 1,375 Warranty provision, current 767 600 Other accrued liabilities 3,775 1,304 Total accrued expenses and other current liabilities $ 19,830 $ 9,347 |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Employee Benefit Plan [Abstract] | ||
Employee Benefit Plan | (12) 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 | (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 |
Other Income (Expense), Net
Other Income (Expense), Net | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Other Income (Expense), Net [Abstract] | ||
Other Income (Expense), Net | (13) Other Income (Expense), Net Other income (expense), net consists of the following (in thousands): Thirteen Three Months Thirty-Nine October 1, Nine Change in fair value of redeemable convertible preferred stock warrant liability $ 39 $ 3 $ 9,455 $ (142 ) Change in fair value of Carlyle warrants 12,689 — 12,689 — Change in fair value of FACT public, private placement and working capital warrants 4,170 — 4,170 — Gain on extinguishment of convertible notes and SAFE agreements (1) — — — 3,235 Loss on CS Solis debt extinguishment (10,338 ) — (10,338 ) — Bonus shares issued in connection with the Mergers (2) (2,394 ) — (2,394 ) — Issuance of forward purchase agreements (3) 76 — 76 — Change in fair value of forward purchase agreement liabilities (4) (6,661 ) — (6,661 ) — Issuance of shares in connection with the forward purchase agreements (5) (35,490 ) — (35,490 ) — Other, net (94 ) 1 191 87 Total other income (expense), net $ (38,003 ) $ 4 $ (28,302 ) $ 3,180 (1) Includes zero and $1.4 million of other income for the three and nine months ended September 30, 2022, respectively, recognized upon the conversion of related party convertible notes and SAFEs. (2) Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers. (3) Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (4) Includes $5.9 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (5) Includes $30.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for shares issued to related parties in connection with the forward purchase agreements. | (12) Other Income (Expense), Net Other income (expense), net consists of the following (in thousands): Years Ended December 31, 2022 2021 2020 Change in fair value of SAFE agreements $ — $ (1,306 ) $ (15 ) Change in fair value of derivative liabilities — (336 ) (50 ) Change in fair value of warrant liabilities (5,211 ) (330 ) 24 Gain on extinguishment of convertible notes and SAFE agreements (1) 3,235 — — Forgiveness of Paycheck Protection Plan loan — 1,754 — Other, net 118 (22 ) — Total other income (expense), net $ (1,858 ) $ (240) $ (41 ) (1) Includes $1.4 million of other income recognized upon the conversion of related party convertible notes and SAFEs |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Common Stock [Abstract] | ||
Common Stock | (14) Common Stock The Company has authorized the issuance of 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock as of October 1, 2023. No preferred stock has been issued. The Company has reserved shares of common stock for issuance related to the following: As of Common stock warrants 27,637,266 Employee stock purchase plan 2,628,996 Stock options and RSUs, issued and outstanding 7,013,514 Stock options and RSUs, authorized for future issuance 8,625,023 Total shares reserved 45,904,799 | (13) Common Stock The Company has authorized the issuance of 28,978,046 and 13,547,878 shares of common stock as of December 31, 2022 and December 31, 2021, respectively. The Company has reserved shares of common stock for issuance related to the following redeemable convertible preferred stock, stock options, common stock warrants, redeemable convertible preferred stock warrants, and future grants: As of December 31, 2022 2021 Common stock warrants 3,389,005 690,236 Stock options, issued and outstanding 4,970,395 2,135,454 Stock options, authorized for future issuance 369,907 141,644 SAFE agreement — 341,604 Convertible notes — 1,621,299 Total shares reserved 8,729,307 4,930,237 |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
Warrants | (15) Warrants Series B Warrants (Converted to Common Stock 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 is immediately exercisable at an exercise price of $4.30 per share and has an expiration date of February 2026. The fair value of the Series B warrant was less than $0.1 million as of December 31, 2022 and as of July 18, 2023, when the Series B warrant was reclassified from warrant liability to additional paid-in non-current Series C Warrants (Converted to Common Stock 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 is 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 $6.3 million as of December 31, 2022. The fair value of the Series C warrant was $2.3 million as of July 18, 2023, when the Series B warrant was reclassified from redeemable convertible preferred stock warrant liability to additional paid-in Series C-1 In January 2020, the Company issued a warrant to purchase 173,067 shares of common stock in conjunction with the Series C-1 paid-in 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”). The 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 October 1, 2023. At issuance, the relative fair value of the warrants were determined to be less than $0.1 million in aggregate using the Black-Scholes model with the following weighted average assumptions: expected term of 12 years; expected volatility of 73.0%; risk-free interest rate of 1.7% and 1.3% for the May and August 2021 warrants, respectively; and no dividend yield. The fair value of the warrant was recorded within additional paid-in-capital Promissory Note Common Stock Warrants In October 2021, the Company issued a warrant to purchase 24,148 shares of common stock in conjunction with the issuance of a short-term promissory note. The warrant is 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 October 1, 2023. At issuance, the relative fair value of the warrant was determined to be less than $0.1 million using the Black-Scholes model with the following weighted average assumptions: expected term of 10 years; expected volatility of 73.0%; risk-free interest rate of 1.5%; and no dividend yield. The fair value of the warrant was recorded within additional paid-in Carlyle Warrants In February 2022, as part of a debt financing from Carlyle (refer to Note 16 – Borrowing Arrangements), the Company issued a warrant to purchase 2,886,952 shares of common stock in conjunction with the redeemable investment in CS Solis. The warrant contained two tranches, the first of which is immediately exercisable for 1,995,879 shares. The second tranche, which was determined to be a separate unit of account, was exercisable upon a subsequent investment from Carlyle in CS Solis. No subsequent investment was made and the investment period expired on December 31, 2022 and the second tranche of warrants expired prior to becoming exercisable. The vested warrant had an exercise price of $0.01 per share and had an expiration date of February 2029. At issuance, the relative fair value of the warrant was determined to be $3.4 million using the Black-Scholes model with the following weighted average assumptions: expected term of 7 years; expected volatility of 73.0%; risk-free interest rate of 1.9%; and no dividend yield. The fair value of the warrant was recorded within additional paid-in 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 are exercisable as of October 1, 2023. 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. The Company recorded the fair value of the modified warrants as a warrant liability of $20.4 million, the pre-modification paid-in Black-Scholes Series D-7 In November 2022, the Company issued warrants to purchase 656,630 shares of Series D-7 D-7 D-7 D-7 D-7 paid-in D-7 November 2022 Common Stock Warrants In November 2022, the Company issued a warrant to a third-party service provider to purchase 78,962 shares of common stock in conjunction with the Business Combination. The warrant was immediately exercisable at an exercise price of $8.00 per share and had an expiration date of April 2024. In May 2023, the Company amended the warrant, modifying the shares of common stock to be purchased to 31,680, the exercise price to $0.01, and the expiration date to the earlier of October 2026 or the closing of an IPO. The impact of the modification was not material to the unaudited condensed consolidated financial statements. At issuance and upon the modification, the relative fair value of the warrant was determined to be $0.1 million using the Black-Scholes model with the following weighted average assumptions: expected term of 1.5 years; expected volatility of 78.5%; risk-free interest rate of 4.7%; and no dividend yield. The fair value of the warrant was recorded within additional paid-in 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 common stock in exchange for services provided in obtaining financing at the Closing of the Mergers. The warrant is 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 warrant is recorded only within additional paid-in 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 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 unaudited condensed consolidated balance sheets. The Company determined the Public and Private warrants to be classified as a liability and fair valued the warrants on the issuance date using the publicly available price for the warrants of $6.4 million. The fair value of these warrants was $2.4 million as of October 1, 2023, and the Company recorded the change in fair value of $4.0 million in other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023. 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 unaudited condensed consolidated balance sheets. As of October 1, 2023, the Working Capital warrants had a fair value of $0.1 million, and the Company recorded the change in fair value of $0.2 million as other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). | (14) Warrants Series B Warrants (Converted to Common Stock 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 the 2016 Credit Facility. The Series B warrant is immediately exercisable at an exercise price of $4.30 per share and has an expiration date of February 2026. The fair value of the Series B warrant, as determined in accordance with the methodology described in Note 10 – Fair Value Measurements, was less than $0.1 million as of December 31, 2022 and December 31, 2021, respectively. The relative fair value of the Series B warrant at issuance was recorded into debt issuance costs and other non-current liabilities on the accompanying consolidated balance sheets, and changes in fair value have been recorded in other income (expense), net on the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2022, 2021 and 2020. Series C Warrants (Converted to Common Stock 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 is 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, as determined in accordance with the methodology described in Note 10 – Fair Value Measurements, was $6.3 million and $1.1 million as of December 31, 2022 and December 31, 2021, respectively. The relative fair value of the Series C warrant at issuance as recorded as Series C preferred stock issuance costs and other non-current liabilities on the accompanying consolidated balance sheets, and changes in fair value have been recorded in other income (expense), net on the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2022, 2021 and 2020. Series C-1 Warrants (Converted to Common Stock Warrants) In January 2020, the Company issued a warrant to purchase 173,067 shares of common stock in conjunction with the Series C-1 paid-in SVB Common Stock Warrants In May and August 2021, the Company issued warrants to purchase 2,472 and 2,525 shares of common stock, respectively, in conjunction with the Fifth and Sixth Amendments to the Loan and Security Agreement with Silicon Valley Bank. The 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 31, 2022. At issuance, the relative fair value of the warrants were determined to be less than $0.1 million in aggregate using the Black-Scholes model, which was recorded within additional paid-in-capital Promissory Notes Common Stock Warrants In October 2021, the Company issued a warrant to purchase 24,148 shares of common stock in conjunction with the issuance of a short-term promissory note. The warrant is 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 31, 2022. At issuance, the relative fair value of the warrant was determined to be less than $0.1 million using the Black-Scholes model, which was recorded within additional paid-in Carlyle Warrants In February 2022, as part of a debt financing from CRSEF Solis Holdings, LLC (“Carlyle”) (refer to Note 13 – Borrowing Arrangements), the Company issued a warrant to purchase 2,887,643 shares of common stock in conjunction with the redeemable investment in CS Solis. The warrant contains two tranches, the first of which is immediately exercisable for 1,995,870 shares. The second tranche, which was determined to be a separate unit of account, was exercisable upon a subsequent investment from Carlyle in CS Solis. No subsequent investment was made and investment period expired on December 31, 2022 and the second tranche of warrants expired prior to becoming exercisable. The vested warrant has an exercise price of $0.01 per share and has an expiration date of February 2029. The warrant remains outstanding as of December 31, 2022. At issuance, the relative fair value of the warrant was determined to be $3.4 million using the Black-Scholes model, which was recorded within additional paid-in Series D-7 Warrants (Converted to Common Stock 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 merger agreement with Solaria. The warrant contains two tranches. The first tranche of 518,752 shares of Series D-7 preferred stock is exercisable at an exercise price of $2.50 per share upon consummation of a deSPAC transaction, or at an exercise price of $2.04 per share upon remaining private and has an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock is exercisable at an exercise price of $ 5.00 4.09 7.8 November 2022 Common Stock Warrants In November 2022, the Company issued a warrant to a third-party service provider to purchase 38,136 shares of common stock in conjunction with the Business Combination. The warrant is immediately exercisable at an exercise price of $8.00 per share and has an expiration date of April 2024. The warrant remains outstanding as of December 31, 2022. At issuance, the relative fair value of the warrant was determined to be $0.1 million using the Black-Scholes model, which was recorded within additional paid-in The following assumptions were used to calculate the fair value of the common stock warrants issued: Years Ended December 31, 2022 2021 Expected term 1.5 10.0 - 12.0 years Expected volatility 73.0 - 78.5% 73.0% Risk-free interest rate 1.9 - 4.7% 1.3% - 1.7% Expected dividends 0.0% 0.0% |
Borrowing Arrangements
Borrowing Arrangements | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Borrowing Arrangements [Abstract] | ||
Borrowing Arrangements | (16) Borrowing Arrangements Convertible notes, net and convertible notes, net, due to related parties As of October 1, 2023 and December 31, 2022, the Company’s convertible notes consisted of the following (in thousands): As of October 1, December 31, Convertible notes, net, noncurrent 2022 Convertible Notes $ — $ 3,434 2022 Convertible Notes due to related parties — 15,510 Total convertible notes $ — $ 18,944 Convertible Promissory Notes with Ecosystem Integrity Fund II, LP. On April 30, 2021, the Company issued a short-term Subordinated Convertible Promissory Note to Ecosystem Integrity Fund II, LP (“EIF”) for a total principal of $0.5 million plus accrued interest of 3.0% per annum due on June 30, 2021. The Note included a conversion feature which allows the holder to convert any portion of the note plus any unpaid accrued interest (“Conversion Amount”) into shares of Series C-1 C-1 2019-A In 2019, the Company issued a series of convertible notes (“2019-A The fair value of the share-settled redemption feature was estimated based on a probability-weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity, and the changes in fair value were recognized as a component of other income (expense), net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company recorded zero in expense during the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried within the accompanying unaudited condensed consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2019-A D-2 The Company did not recognize any interest expense related to the 2019-A 2019-A 2020-A In 2020, the Company issued a series of convertible notes (“2020-A occurrence of various contingencies. All of the embedded features were analyzed to determine whether they should be bifurcated and separately accounted for as a derivative. Pursuant to such analysis, the Company valued and bifurcated the share-settled redemption feature, which enables the holders to convert the notes to the preferred shares at a predefined discount from the issuance price and recorded its initial fair value of $0.5 million as a discount on the convertible notes face amount. The debt discount was amortized to interest expense at a weighted-average effective interest rate of 25.6% through the maturity dates of the notes. The fair value of the share-settled redemption feature was estimated based on a probability-weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity, and the changes in fair value were recognized as a component of other income (expense), net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company recorded zero in expense during the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried within the accompanying unaudited condensed consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2020-A Series D-1 The Company did not recognize any interest expense related to the 2020-A 2021-A In 2020, the Company issued a series of convertible notes (“2021-A The fair value of the share-settled redemption feature was estimated based on a probability-weighted analysis of the discounted value of the notes converting under a Next Equity Financing, a change in control, default, or maturity, and the changes in fair value were recognized as a component of other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company recorded zero in expense during the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried on the unaudited condensed consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2021-A D-1 unaudited condensed consolidated statements of operations and comprehensive income (loss). As the full carrying value of the note was converted to Series D Preferred Stock, the balance remaining for the note at December 31, 2022 and thereafter remained zero. As part of the 2021-A C-1 The Company did not recognize any interest expense related to the 2021-A 2022 Convertible Notes In connection with the Original Business Combination Agreement, the Company has 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 thirty-nine weeks ended October 1, 2023 for an additional total purchase price of $21.3 million. 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 October 1, 2023. The Company has recognized interest expense of less than $0.1 million and $0.7 million related to the 2022 Convertible Notes during the thirteen and thirty-nine weeks ended October 1, 2023. The Company did not recognize any interest expense related to the 2022 Convertible Notes during the three and nine months ended September 30, 2022. SAFE Agreements 2019 SAFE In September 2019, the Company issued the 2019 SAFE for $0.1 million in proceeds, with immaterial debt issuance costs. No interest was accrued on the 2019 SAFE. The 2019 SAFE contained conversion features that allowed the holder to convert the 2019 SAFE into shares of preferred stock upon the next equity financing, subject to a valuation cap. The 2019 SAFE was reported at fair value based on the probability-weighted expected return method (“PWERM”), which assigns value to the multiple settlement scenarios based on the probability of occurrence. The fair value of the 2019 SAFE was $0.2 million as of December 31, 2021 was recorded in SAFE Agreements in the accompanying unaudited condensed consolidated balance sheets. In March 2022, the Company converted the 2019 SAFE into 48,258 shares of Series D-3 consolidated statements of operations and comprehensive income (loss). As the full carrying value of the SAFE was converted to Series D Preferred Stock, the balance remaining for the SAFE at December 31, 2022 and thereafter remained zero. 2021 SAFE In December 2021, the Company issued the 2021 SAFE for $5.0 million in proceeds, with immaterial debt issuance costs. No interest is accrued on the 2021 SAFE. The 2021 SAFE contained conversion features that allowed the holder to convert the 2021 SAFE into shares of preferred stock upon the next equity financing, subject to a valuation cap. The 2019 SAFE was reported at fair value based on the PWERM, which assigns value to the multiple settlement scenarios based on the probability of occurrence. The fair value of the 2021 SAFE was $6.3 million as of December 31, 2021 is recorded in SAFE Agreements in the accompanying unaudited condensed consolidated balance sheets. In March 2022, the Company converted the 2021 SAFE into 1,005,366 shares of Series D-1 Solaria SAFE As part of the acquisition of Solaria (refer to Note 6 – Business Combination) the Company acquired the Solaria SAFEs. The number of shares to be issued upon conversion of the SAFE notes contained various features to convert or redeem the Solaria SAFEs in the event of an equity financing, public offering, change of control or a dissolution event. The Company historically elected to account for all of the SAFE notes at estimated fair value pursuant to the fair value option and recorded the change in estimated fair value as other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income (loss) until the notes are converted or settled. The SAFE notes were amended through the SAFE Assumption Amendment, Assignment and Assumption Agreement on November 4, 2022, as part of the Business Combination with Complete Solar, whereby all the SAFE notes were assumed by Complete Solar. As part of the purchase price accounting discussed in Note 4 – Reverse Recapitalization, the estimated fair value of the SAFE notes was determined to be $60.5 million. Post consummation of the Business Combination the SAFE notes were converted to 8,171,662 shares of Series D-8 Notes Payable Loan and Security Agreement In January 2020, the Company entered into the Loan Agreement with SVB. The Loan Agreement, as amended, provided for a line of credit up to $7.0 million and has a maturity date of February 2022. Advances under the line of credit bore interest at the greater of 5.25% or the prime rate (as published in the Wall Street Journal) plus 3.5% per annum. All borrowings under the line of credit were to be secured by substantially all of the Company’s assets. During 2021, the Company entered into several amendments to the Loan Agreement, and in May and August 2021 in connection with the Fifth and Sixth Amendments, the Company issued warrants to purchase 5,122 shares and 5,229 shares of common stock at exercise prices of $0.38 per share and $0.62 per share, respectively. The fair value of the warrants were recorded as deferred issuance costs and amortized to interest expense. As of December 31, 2022 and thereafter, there were no unamortized debt issuance costs. Under the Loan Agreement, the Company was subject to certain reporting covenants, such as a requirement for the Company’s monthly unaudited condensed consolidated financial statements and compliance certificate, as well as a financial covenant to maintain a minimum liquidity ratio of 1.75 to 1.00. In 2021, the Loan Agreement was amended to add a new financial covenant, requiring the Company to obtain new equity of at least $15.0 million by a specified date, which the Company did not meet; however, the default was later waived by SVB. In February 2022, as part of the transaction to raise long-term debt in CS Solis, the Company repaid the principal and accrued interest of the Loan Agreement of $6.7 million, which terminated the agreement with SVB. As such, as of December 31, 2022 and thereafter, there was no debt related to this agreement on the Company’s balance sheet. 2021 Promissory Notes In July 2021, the Company issued a short-term promissory note for $0.5 million in proceeds, with immaterial debt issuance costs. The promissory note carried simple interest of 2.0% and were due and payable after February 2022. In February 2022, the Company repaid the 2021 Promissory Note. In October 2021, the Company issued a short-term promissory note for $2.0 million in proceeds, with immaterial debt issuance costs. The promissory note contained a financing fee of $0.3 million, which was due and payable along with the principal amount in January 2022. In connection with the promissory note, the Company issued a warrant to purchase 50,000 shares of common stock at an exercise price of $0.01 per share. The principal and accrued interest of the note payable was repaid in January 2022, and no amounts remained outstanding as of December 31, 2022 and thereafter. Current Insight Promissory Note In January 2021, the Company issued a promissory note for a principal amount of $0.1 million in connection with the purchase of Current Insight, with immaterial debt issuance costs. The promissory note bears interest at 0.14% per annum and has equal monthly installments due and payable through the maturity date of January 2022. The principal and accrued interest was repaid in January 2022, and no amounts remained outstanding as of December 31, 2022 and thereafter. 2018 Bridge Notes In December 2018, Solaria Corporation issued senior subordinated convertible secured notes (“2018 Notes”) totaling approximately $3.4 million in exchange for cash. The notes bear interest at the rate of 8% per annum and the investors are entitled to receive twice of the face value of the notes at maturity. The 2018 Notes are secured by substantially all of the assets of Solaria Corporation. In 2021, the 2018 Notes were amended extending the maturity date to December 13, 2022. In connection with the 2021 amendment, Solaria had issued warrants to purchase shares of Series E-1 In December 2022, the Company entered into an amendment to the 2018 Bridge Notes extending the maturity date from December 13, 2022 to December 13, 2023. In connection with the amendment, the notes will continue to bear interest at 8% per annum and are entitled to an increased repayment premium from 110% to 120% of the principal and accrued interest at the time of repayment. The Company concluded that the modification was 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 Solaria Bridge Notes on the date of modification, the modification was accounted for prospectively. The incremental repayment premium is being amortized to interest expense using the effective interest rate method. As of October 1, 2023 and December 31, 2022, the carrying value of the Bridge Notes was $10.7 million and $9.8 million, respectively. Interest expense recognized for the thirteen and thirty-nine weeks ended October 1, 2023 was $0.3 million and $1.0 million, respectively. The Company did not recognize any interest expense related to the 2018 Bridge Notes during the three and nine months ended September 30, 2022. As of October 1, 2023, the carrying value of the 2018 Bridge Notes approximates their fair value. SCI Term Loan and Revolver Loan In October 2020, Solaria entered into a loan agreement (“SCI Loan Agreement”) with Structural Capital Investments III, LP (“SCI”). The SCI Loan Agreement comprises 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. Both the Term Loan and the Revolving Loan were fully drawn upon closing. The Term Loan was repaid prior to the acquisition of Solaria by Complete Solar and was not included in the Business Combination. The Revolving Loan also has a term of thirty-six In the years ended December 31, 2022 and December 31, 2021, Solaria entered into several Amended and Restated Loan and Security Agreements as a forbearance agreement for SCI to forbear from exercising any rights and remedies available to it as a result of Company not meeting certain Financial Covenants required by the Original Agreement. As a result of these amendment changes were made to the Financial Covenants and Solaria recorded a total of $1.9 million amendment fees in Other Liabilities and was included in the acquired liabilities for purchase price accounting. Solaria had historically issued warrants to purchase shares of Series E-1 E-1 E-1 The Revolving Loan outstanding on the date of the Business Combination was fair valued at $5.0 million for the purpose of purchase price accounting discussed in Note 6 – Business Combination. The Revolving Loan principal balance at October 1, 2023 and December 31, 2022 amounted to $5.0 million. Interest expense recognized for the thirteen and thirty-nine weeks ended October 1, 2023 was $0.2 million and $0.5 million, respectively. The Company was in compliance with all the Financial Covenants as of October 1, 2023. In October 2023, the Company entered into an Assignment and Acceptance Agreement whereby Structural Capital Investments III, LP assigns the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, and Rodgers Massey Revocable Living Trust for a total purchase price of $5.0 million, as discussed in Note 22 – Subsequent Events. 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. The secured credit facility agreement allows 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 are backed by relevant customer sales orders which serves as a collateral. The amounts drawn under the secured credit facility may be reborrowed provided that the aggregate borrowing does not exceed $20.0 million. The repayment under the secured credit facility is the borrowed amount multiplied by 1.15x if repaid within 75 days and borrowed amount multiplied by 1.175x if repaid after 75 days. The Company may prepay 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 is in the process of amending the secured credit facility agreement to extend its maturity date. At October 1, 2023, the outstanding net debt amounted to $11.7 million, including accrued financing cost of $4.1 million, compared to December 31, 2022, where the outstanding net debt amounted to $5.6 million, including accrued financing cost of $0.1 million. The Company has recognized interest expense of zero and $3.1 million related to the Secured Credit Facility during the thirteen and thirty-nine weeks ended October 1, 2023, respectively. The Company did not recognize any interest expense related to the Secured Credit Facility during the three and nine months ended September 30, 2022. As of October 1, 2023, the total estimated fair value of the Secured Credit Facility approximates its carrying value. 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. As part of the settlement agreement, the Company agreed to pay Polar $0.5 million as a return of capital, which is paid in ten equal monthly installments and does not accrue interest. During the thirteen and thirty-nine weeks ended October 1, 2023, the Company made one payment of less than $0.1 million, and as of October 1, 2023, and $0.5 million remains outstanding. Debt in CS Solis As described above, as part of the reorganization in February 2022 of the Company, the Company received an investment from 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 are 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 accrue interest that is payable upon redemption at a rate of 10.5% (which is 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 declares any dividends. In connection with the investment, the Company issued a warrant to purchase 5,978,960 shares of the Company’s common stock at a price of $0.01 per share, of which, 4,132,513 shares are immediately exercisable. The Company has accounted for the mandatorily redeemable investment from Carlyle in accordance with ASC 480, Distinguishing Liabilities from Equity, and has recorded the investment as a liability, which was accreted to its redemption value under the effective interest method. The Company has recorded the warrants as a discount to the liability. Refer to Note 14 – Common Stock, for further discussion of the warrants issued in connection with the Class B Membership Units. 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 accelerates the redemption date of the investment, which was previously February 14, 2025 and is March 31, 2024 subsequent to the modification. 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 unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company accounted for the modification of the long-term debt in 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 expense on the unaudited condensed consolidated statements of operations and comprehensive income (loss). As of the modification date, the Company recorded the fair value of the new debt of $28.4 million as short-term debt in CS Solis, and the amount will be accreted to its redemption value of $31.9 million under the effective interest method. The Company has recorded a liability of $29.2 million and zero included in short-term debt in CS Solis on the unaudited condensed consolidated balance sheets as of October 1, 2023 and December 31, 2022, respectively. The Company has recorded a liability of zero and $25.2 million included in long-term debt in CS Solis on the unaudited condensed consolidated balance sheets as of October 1, 2023 and December 31, 2022, respectively. The Company has recorded accretion of the liability as interest expense of $1.2 million and $2.7 million for the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and made payments of interest expense of $0.2 million for each of the thirteen and thirty-nine weeks ended October 1, 2023. The Company has recorded accretion of the liability as interest expense of $0.7 million and $1.7 million for the three and nine months ended September 30, 2022, respectively. During the thirteen and thirty-nine weeks ended October 1, 2023, the Company recorded amortization of issuance costs as interest expense of less than $0.1 million and $0.7 million, respectively. During the three and nine months ended September 30, 2022, the Company recorded the amortization of issuance costs as interest expense of $0.4 million and $0.9 million, respectively. As of October 1, 2023, the total estimated fair value of the Company’s debt in CS Solis was $29.1 million, which was estimated based on Level 3 inputs. | (15) Borrowing Arrangements Convertible notes, net and convertible notes, net due to related parties As of December 31, 2022 and December 31, 2021, the Company’s convertible notes consisted of the following (in thousands): As of December 31, 2022 2021 Convertible notes, net 2019-A $ — $ 115 2020-A — 630 2021-A — 1,145 Convertible notes, net — 1,890 Convertible notes, net due to related parties 2020-A — 3,260 2021-A — 3,050 Convertible Promissory Notes with Ecosystem Integrity Fund II, LP. — 510 Convertible notes, net due to related parties — 6,820 Convertible notes, net, noncurrent 2022 Convertible Notes 3,434 — Convertible notes, net, noncurrent 3,434 — Convertible notes, net due to related parties, noncurrent 2022 Convertible Notes 15,510 — Convertible notes, net due to related parties, noncurrent 15,510 — Total convertible notes $ 18,944 $ 8,710 Convertible Promissory Notes with Ecosystem Integrity Fund II, LP. On April 30, 2021, the Company issued a short-term Subordinated Convertible Promissory Note to Ecosystem Integrity Fund II, LP (“EIF”) for a total principal of $0.5 million plus accrued interest of 3.0% per annum due on June 30, 2021. The Note included a conversion feature which allows the holder to convert any portion of the note plus any unpaid accrued interest (“Conversion Amount”) into shares of Series C-1 C-1 2019-A In 2019, the Company issued a series of convertible notes (“2019-A The fair value of the share-settled redemption feature was determined in accordance with the methodology described in Note 8 – Fair Value Measurements, and the changes in fair value were recognized as a component of other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The Company recorded zero, less than $0.1 million, and less than $0.1 million in expense during the years ended December 31, 2022, 2021 and 2020, respectively, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried within the accompanying consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2019-A D-2 The net carrying amount of the convertible notes was as follows (in thousands): As of December 31, 2022 2021 Principal $ 100 $ 100 Unamortized debt discount — — PIK interest added to principal balance 16 15 Conversion to Series D-2 redeemable convertible preferred stock (116 ) — Net carrying amount $ — $ 115 Interest expense related to the convertible notes was as follows (in thousands): As of December 31, 2022 2021 2020 Amortization of debt discount $ — $ — $ 4 PIK interest 1 12 3 Total non-cash $ 1 $ 12 $ 7 2020-A In 2020, the Company issued a series of convertible notes (“2020-A notes would convert at 80% of the issuance price of the preferred shares in the next equity financing. The notes also contained other embedded features such as conversion options that were exercisable upon the occurrence of various contingencies. All of the embedded features were analyzed to determine whether they should be bifurcated and separately accounted for as a derivative. Pursuant to such analysis, the Company valued and bifurcated the share-settled redemption feature, which enables the holders to convert the notes to the preferred shares at a predefined discount from the issuance price and recorded its initial fair value of $0.5 million as a discount on the convertible notes face amount. The debt discount was amortized to interest expense at a weighted-average effective interest rate of 25.6% through the maturity dates of the notes. The fair value of the share-settled redemption feature was determined in accordance with the methodology described in Note 8 – Fair Value Measurements, and the changes in fair value were recognized as a component of other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The Company recorded zero, less than $0.1 million, and less than $0.1 million in expense during the years ended December 31, 2022, 2021 and 2020 respectively, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried within the accompanying consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2020-A D-1 The net carrying amount of the convertible notes was as follows (in thousands): As of December 31, 2022 2021 Principal $ 3,784 $ 3,784 Unamortized debt discount — — PIK interest added to principal balance 122 106 Conversion to Series D-1 (3,906 ) — Net carrying amount $ — $ 3,890 Interest expense related to the convertible notes was as follows (in thousands): As of December 31, 2022 2021 2020 Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 281 $ 235 PIK interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 74 32 Total non-cash $ 16 $ 355 $ 267 2021-A In 2020, the Company issued a series of convertible notes (“2021-A valued and bifurcated the share-settled redemption feature, which enables the holders to convert the notes to the preferred shares at a predefined discount from the issuance price and recorded its initial fair value of $0.6 million as a discount on the convertible notes face amount. The debt discount is amortized to interest expense at a weighted-average effective interest rate of 18.1% through the maturity dates of the notes. The fair value of the share-settled redemption feature was determined in accordance with the methodology described in Note 10 – Fair Value Measurements, and the changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company recorded zero and $0.2 million and in expense during the year ended December 31, 2022 and December 31, 2021, respectively, related to the change in the fair value of the convertible notes embedded derivative liability. The convertible notes were carried on the consolidated balance sheets at their original issuance value, net of unamortized debt discount and issuance costs. In March 2022, as part of the Company’s Series D Preferred Stock issuance, the 2021-A D-1 The net carrying amount of the convertible notes was as follows (in thousands): As of December 31, 2022 2021 Principal $ 4,250 $ 4,250 Unamortized debt discount — (112 ) PIK interest added to principal balance 74 57 Conversion to Series D-1 (4,324 ) — Net carrying amount $ — $ 4,195 Interest expense related to the convertible notes was as follows (in thousands): As of December 31, 2022 2021 2020 Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . $ 112 $ 454 $ — PIK interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 57 — Total non-cash $ 129 $ 511 $ — As part of the 2021-A C-1 June 30, 2021. The Company concluded the conversion feature is not required to be bifurcated as an embedded derivative liability, and the note is carried at its principal plus accrued PIK interest. The net carrying amount of the 2021-A As of December 31, 2022 2021 Principal $ 500 $ 500 Unamortized debt discount — — PIK interest added to principal balance 10 10 Repayment of principal and accrued interest (510 ) — Net carrying amount $ — $ 510 Interest expense related to the note was as follows (in thousands): As of December 31, 2022 2021 2020 Amortization of debt discount $ — $ — $ — PIK interest — 10 — Total non-cash $ — $ 10 $ — 2022 Convertible Notes In connection with the Business Combination Agreement, the Company has raised a series of convertible notes (“2022 Convertible Notes”) in November 2022, December 2022, and February 2023 with additional investors, with an aggregate purchase price of $12.0 million. 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 contains 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 will convert to common shares of Complete Solaria, Inc. at the close of the deSPAC transaction. The 2022 Convertible Notes accrue interest at a rate of 5% per annum. Immediately prior to the closing of the expected deSPAC transaction, the 2022 Convertible Notes will be converted into that 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 Business Combination Agreement. As of December 31, 2022, the 2022 Convertible Notes have accrued $0.2 million. The carrying values of $15.5 million and $3.4 million are recorded within convertible notes, net due to related parties and convertible notes, net on the consolidated balance sheets, respectively, as of December 31, 2022. As of December 31, 2022, the total estimated fair value of the Company’s 2022 Convertible Notes was $19.8 million, which was estimated based on Level 3 inputs. SAFE Agreements 2019 SAFE In September 2019, the Company issued the 2019 SAFE for $0.1 million in proceeds, with immaterial debt issuance costs. No interest was accrued on the 2019 SAFE. The 2019 SAFE contained conversion features that allowed the holder to convert the 2019 SAFE into shares of preferred stock upon the next equity financing, subject to a valuation cap. The 2019 SAFE was reported at fair value in accordance with the methodology described in Note 8 – Fair Value Measurements. The fair value of the 2019 SAFE was $0.2 million as of December 31, 2021 which is recorded in SAFE Agreements in the accompanying consolidated balance sheets. In March 2022, the Company converted the 2019 SAFE into 48,258 shares of Series D-3 2021 SAFE In December 2021, the Company issued the 2021 SAFE for $5.0 million in proceeds, with immaterial debt issuance costs. No interest is accrued on the 2021 SAFE. The 2021 SAFE contained conversion features that allowed the holder to convert the 2021 SAFE into shares of preferred stock upon the next equity financing, subject to a valuation cap. The 2021 SAFE was reported at fair value in accordance with the methodology described in Note 10 – Fair Value Measurements. The fair value of the 2021 SAFE was $6.3 million as of December 31, 2021 which is recorded in SAFE Agreements in the accompanying consolidated balance sheets. In March 2022, the Company converted the 2021 SAFE into 1,005,366 shares of Series D-1 Solaria SAFE As part of the acquisition of Solaria (refer to Note 4 – Business Combination) the Company acquired the Solaria SAFEs. The number of shares to be issued upon conversion of the SAFE notes contained various features to convert or redeem the Solaria SAFEs in the event of an equity financing, public offering, change of control or a dissolution event. The Company historically elected to account for all of the SAFE notes at estimated fair value pursuant to the fair value option and recorded the change in estimated fair value as other income (expense), net in the consolidated statements of operations and comprehensive loss until the notes are converted or settled. The SAFE notes were amended through the SAFE Assumption Amendment, Assignment and Assumption Agreement on November 4, 2022, as part of the merger with Complete Solar, whereby all the SAFE notes were assumed by Complete Solar. As part of the purchase price accounting discussed in Note 4 - Business Combination, the estimated fair value of the SAFE notes was determined to be $60.5 million. Post consummation of the merger the SAFE notes were converted to 8,171,662 shares of Series D-8 Notes Payable Loan and Security Agreement In January 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”). The Loan Agreement, as amended, provided for a line of credit up to $7.0 million and has a maturity date of February 2022. Advances under the line of credit bore interest at the greater of 5.25% or the prime rate (as published in the Wall Street Journal) plus 3.5% per annum. All borrowings under the line of credit were to be secured by substantially all of the Company’s assets. As of December 31, 2021, the Company had outstanding borrowings under the line of credit of $7.0 million. During 2021, the Company entered into several amendments to the Loan Agreement, and in May and August 2021 in connection with the Fifth and Sixth Amendments, the Company issued warrants to purchase 5,122 shares and 5,229 shares of common stock at exercise prices of $0.38 per share and $0.62 per share, respectively. The fair value of the warrants were recorded as deferred issuance costs and amortized to interest expense. As of December 31, 2022 and December 31, 2021, there were no unamortized debt issuance costs. Under the Loan Agreement, the Company was subject to certain reporting covenants, such as a requirement for the Company’s monthly unaudited financial statements and Compliance Certificate, as well as a financial covenant to maintain a minimum liquidity ratio of 1.75 to 1.00. In 2021, the Loan Agreement was amended to add a new financial covenant, requiring the Company to obtain new equity of at least $15.0 million by a specified date, which the Company did not meet; however, the default was later waived by SVB. The Company was in compliance with all reporting and financial covenants as of December 31, 2021. In February 2022, as part of the transaction to raise long-term debt in CS Solis, the Company repaid the principal and accrued interest of the Loan Agreement of $6.7 million, which terminated the agreement with SVB. 2021 Promissory Notes In July 2021, the Company issued a short-term $0.5 million and was recorded in Notes Payable in the accompanying consolidated balance sheets. In February 2022, the Company repaid the 2021 Promissory Note, and no amounts remain outstanding as of December 31, 2022. In October 2021, the Company issued a short-term promissory note for $2.0 million in proceeds, with immaterial debt issuance costs. The promissory note contained a financing fee of $0.3 million, which was due and payable along with the principal amount in January 2022. In connection with the promissory note, the Company issued a warrant to purchase 50,000 shares of common stock at an exercise price of $0.01 per share. The fair value of the warrant was recorded as a debt discount and amortized to interest expense. As of December 31, 2021, the carrying value of the promissory note was $2.0 million, which was recorded in Notes Payable in the accompanying consolidated balance sheets, and the remaining unamortized debt discount was nil. The principal and accrued interest of the note payable was repaid in January 2022, and no amounts remain outstanding as of December 31, 2022. Paycheck Protection Program Loan In April 2020 and April 2021, the Company received loans in principal amounts of $0.9 million and $0.9 million, respectively, under the Paycheck Protection Program (the “PPP Loans”), which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). The PPP Loans were evidenced by promissory notes and bore interest at 1% with no payments for the first 6 months. The PPP Loans were subject to partial or full forgiveness if the Company used all proceeds for eligible purposes, maintained certain employment levels and maintained certain compensation levels in accordance with and subject to the CARES Act and the rules, regulations and guidance. In June and October 2021, the principal and accrued interest on the PPP Loans were forgiven. Current Insight Promissory Note In January 2021, the Company issued a promissory note for principal of $0.1 million in connection with the purchase of Current Insight, with immaterial debt issuance costs. The promissory note bears interest at 0.14% per annum and has equal monthly installments due and payable through the maturity date of January 2022. As of December 31, 2021, the carrying value of the promissory note was less than $0.1 million. The principal and accrued interest was repaid in January 2022 and no amounts remain outstanding as of December 31, 2022. The following table summarizes the Company’s outstanding notes payable (in thousands): As of December 31, 2022 2021 Loan and Security Agreement $ — $ 6,987 2021 Promissory Notes — 2,500 Current Insight Promissory Note — 20 — 9,507 Less: Unamortized debt issuance costs and discounts — — $ — $ 9,507 2018 Bridge Notes In December 2018, Solaria Corporation issued senior subordinated convertible secured notes (“2018 Notes”) totaling approximately $3.4 million in exchange for cash. The notes bear interest at the rate of 8% per annum and the investors are entitled to receive twice of the face value of the notes at maturity. The 2018 Notes are secured by substantially all of the assets of Solaria Corporation. In 2021, the 2018 Notes were amended extending the maturity date to December 13, 2022. In connection with the 2021 amendment, Solaria had issued warrants to purchase shares of Series E-1 As part of the purchase price accounting discussed in Note 4 – Business Combination, the estimated fair value of the 2018 Notes was determined to be $9.1 million. In December 2022, the Company entered into an amendment to the 2018 Notes extending the maturity date from December 13, 2022 to December 13, 2023. In connection with the amendment, the notes will continue to bear interest at 8% per annum and are entitled to an increased repayment premium from 110% to 120% of the principal and accrued interest at the time of repayment. The Company concluded that the modification was 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 Solaria 2018 Notes on the date of modification, the modification was accounted for prospectively. The incremental repayment premium is being amortized to interest expense using the effective interest rate method. As of December 31, 2022, the carrying value of the 2018 Notes was $9.8 million. Interest expense recognized from the date of the acquisition through December 31, 2022 was $0.7 million. As of December 31, 2022, the total estimated fair value of the Company’s 2018 Bridge Notes was $9.1 million, which was estimated based on Level 3 inputs. SCI Term Loan and Revolver Loan In October 2020, Solaria entered into a loan agreement (“Loan Agreement”) with Structural Capital Investments III, LP (“SCI”). The Loan Agreement with SCI comprises 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. Both the Term Loan and the Revolving Loan were fully drawn upon closing. The Term Loan was repaid prior to the acquisition of Solaria by Complete Solar and was not included in the business combination. The Revolving Loan also has a term of thirty-six In the years ended December 31, 2022 and December 31, 2021, Solaria entered into several Amended and Restated Loan and Security Agreements as a forbearance agreement for SCI to forbear from exercising any rights and remedies available to it as a result of Company not meeting certain Financial Covenants required by the Original Agreement. As a result of these amendment changes were made to the financial covenants and Solaria recorded a total of $1.9 million amendment fees in Other Liabilities and was included in the acquired liabilities for purchase price accounting. Solaria had historically issued warrants to purchase shares of Series E-1 E-1 E-1 The Revolving loan outstanding on the date of merger was fair valued at $5.0 million for the purpose of purchase price accounting discussed in Note 3. The revolving loan principal balance at December 31, 2022 amounted to $5.0 million and is due on October 2023. Interest expense recognized from the date of merger to December 31, 2022 amounted to $0.1 million. The Company was in compliance with all the covenants as of December 31, 2022. As of December 31, 2022, the fair value of the Revolving Loan approximates its carrying value. 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. The secured credit facility agreement matures in April 2023, which allows 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 are backed by relevant customer sales orders which serves as a collateral. The amounts drawn under the secured credit facility may be reborrowed provided that the aggregate borrowing does not exceed $20.0 million. The repayment under the secured credit facility is the borrowed amount multiplied by 1.15x if repaid within 75 days and borrowed amount multiplied by 1.175x if repaid after 75 days. The Company may prepay any borrowed amount without premium or penalty. In December 2022, the Company borrowed an amount of $5.5 million against the secured credit facility. In February 2023, the Company made a repayment of $6.3 million which included aggregate financing cost amounting to $0.8 million. At December 31, 2022, the outstanding net Debt amounted to $5.6 million, including accrued financing cost of $0.1 million. As of December 31, 2022, the fair value of the Secured Credit Facility approximates its carrying value. Long-term debt in CS Solis As described above, as part of the reorganization in February 2022 of the Company, the Company received an investment from CRSEF. 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. The Class B Membership Units are 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 accrue interest that is payable upon redemption at a rate of 10.5% (which is 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 declares any dividends. In connection with the investment, the Company issued a warrant to purchase 5,978,960 shares of the Company’s common stock at a price of $0.01 per share, of which, 4,132,513 shares are immediately exercisable. The Company has accounted for the mandatorily redeemable investment from Carlyle in accordance with ASC 480, Distinguishing Liabilities from Equity |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | ||
Stock-Based Compensation | (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 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”). The 2022 Plan is the successor of the Complete Solar 2021 Stock Plan, which was amended and assumed in connection with the acquisition of Solaria. The 2011 Plan is the Complete Solar 2011 Stock Plan that was assumed by Complete Solaria in the Required Transaction. The 2016 Plan and the 2006 Plan are the Solaria stock plans that were assumed by Complete Solaria in the Required Transaction. Under the Plans, the Company has granted service and performance-based stock options and restricted stock units (“RSUs”). A summary of stock option activity for the thirty-nine weeks ended October 1, 2023 under the Plans is as follows: Options Outstanding Number of Weighted Weighted Aggregate (in thousands) Outstanding—December 31, 2022 4,970,419 $ 4.86 6.99 $ 34,180 Options granted 2,164,946 5.18 Options exercised (67,292 ) 0.83 Options canceled (142,218 ) 9.46 Outstanding—October 1, 2023 6,925,855 $ 4.91 7.80 $ 2,727 Vested and expected to vest—October 1, 2023 6,925,855 $ 4.91 7.80 $ 2,727 Vested and exercisable—October 1, 2023 3,037,856 $ 5.16 6.40 $ 2,245 A summary of RSU activity for the thirty-nine weeks ended October 1, 2023 under the Plans is as follows: Number of Weighted Unvested at December 31, 2022 — Granted 728,600 $ 5.00 Vested and released (155,473 ) $ 4.84 Cancelled or forfeited (485,468 ) $ 5.07 Unvested at October 1, 2023 87,659 $ 5.07 Stock-based compensation expense The following table summarizes stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) (in thousands): Thirteen Three Thirty-Nine Nine Cost of revenues $ 20 $ 1 $ 51 $ 6 Sales and marketing 143 37 337 91 General and administrative 1,416 47 1,933 120 Loss from discontinued operations, net of tax 535 — 1,835 — Total stock-based compensation expense $ 2,114 $ 85 $ 4,156 $ 217 As of October 1, 2023, there was a total of $16.4 million and $0.2 million of 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 2.13 years and 4.75 years for service-based options and RSUs, respectively. In July 2023, the Company’s board of directors approved the modification to accelerate the vesting of 52,167 options for employees that were terminated. Additionally, at the same time, the board of directors approved an extension of the post termination exercise period for 280,412 vested options of terminated employees. In connection with the modifications, the Company recorded incremental stock-based compensation expense of $0.1 million. | (16) Stock-Based Compensation In 2011, the Company’s Board of Directors and stockholders approved the adoption of the 2011 Stock Plan (the “2011 Plan”). The 2011 Plan provides for the granting of incentive stock options, nonstatutory stock options, and restricted stock to employees, non-employee under the 2011 Plan continue to vest until the last day of employment and generally vest over four years and expire 10 years from the date of grant. A total of 2,596,764 shares of common stock was reserved for the 2011 Plan, as amended, as of December 31, 2022 and December 31, 2021. In 2021, the Company’s Board of Directors and stockholders approved the adoption of the 2021 Stock Plan (the “2021 Plan”). The 2021 Plan provides for the granting of incentive stock options, nonstatutory stock options, and restricted stock to employees, non-employee In 2022, the Company’s Board of Directors and stockholders approved the adoption of the 2022 Stock Plan (the “2022 Plan”). The 2022 Plan provides for the granting of incentive stock options, nonstatutory stock options, and restricted stock to employees, non-employee A summary of stock option activity for the years ended December 31, 2022 and December 31, 2021 under the Plans is as follows: Options outstanding Number of Weighted Weighted Aggregate value Outstanding—January 1, 2021 1,968,580 $ 0.58 7.87 $ 1,044 Options granted 212,434 0.89 Options exercised (7,245 ) 0.83 Options canceled (38,315 ) 0.62 Outstanding—December 31, 2021 2,135,454 $ 0.62 6.99 $ 2,263 Options granted 3,088,350 7.45 Options exercised (162,034 ) 0.48 Options canceled (91,376 ) 0.83 Outstanding—December 31, 2022 4,970,395 $ 4.87 6.99 $ 34,180 Vested and expected to vest—December 31, 2022 4,970,395 $ 4.87 6.99 $ 34,180 Vested and exercisable—December 31, 2022 2,794,862 $ 4.35 6.29 $ 22,204 The weighted-average grant-date fair value of options granted for the years ended December 31, 2022 and December 31, 2021, was $7.99 per share and $0.72 per share, respectively. The total fair value of options vested for the years ended December 31, 2022 and December 31, 2021, was $10.5 million and $0.2 million, respectively. The aggregate intrinsic value of options exercised for the years ended December 31, 2022 and December 31, 2021, was $0.2 million and less than $0.1 million, respectively. Determination of Fair Value Prior to the Mergers, the Company estimated 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: Years Ended December 31, 2022 2021 Expected term 1.0 – 7.5 years 5.0 – 6.1 years Expected volatility 60.0% – 78.5% 52.6% – 56.7% Risk-free interest rate 3.4% – 4.8% 0.8% – 1.3% Expected dividends 0.0% 0.0% Expected term 10 Expected volatility Risk-free interest rate Expected dividends Fair value of common stoc 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): Years Ended December 31, 2022 2021 2020 Cost of revenues $ 22 $ 19 $ 8 Sales and marketing 168 68 37 General and administrative 243 113 64 Loss from discontinued operations, net of tax 470 — — Total stock-based compensation expense $ 903 $ 200 $ 109 As of December 31, 2022 there was a total of $ 5.4 non-vested 2.2 |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 9 Months Ended |
Oct. 01, 2023 | |
Employee Stock Purchase Plan [Abstract] | |
Employee Stock Purchase Plan | (18) Employee Stock Purchase Plan The Company adopted an 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 October 1, 2023, 2,628,996 shares were reserved for future issuance under the ESPP Plan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | (19) Commitments and Contingencies Operating Leases The Company leases its facilities under non-cancelable non-current The Company made $0.3 million and $0.8 million of cash payments related to operating leases during the thirteen and thirty-nine weeks ended October 1, 2023, respectively and made $0.1 million and $0.4 million of cash payments related to operating leases during the three and nine months ended September 30, 2022, respectively. New operating lease right-of-use The weighted average remaining lease term and the discount rate for the Company’s operating leases are as follows: October 1, Remaining average remaining lease term 2.61 years Weighted average discount rate 15.20% Future minimum lease payments under non-cancelable 2023 (excluding the thirty-nine weeks ended October 1, 2023) $ 263 2024 743 2025 592 2026 477 2027 and thereafter — Total undiscounted liabilities 2,075 Less: imputed interest (565 ) Present value of operating lease liabilities $ 1,510 Warranty Provision The Company typically provides a 10-year 30-year The Company accrues warranty costs when revenue is recognized for solar energy systems sales and panel sales, 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 unaudited condensed consolidated statements of operations and comprehensive income (loss). Warranty costs primarily consist of replacement materials and equipment and labor costs for service personnel. Activity by period relating to the Company’s warranty provision was as follows (in thousands): Thirty-Nine Year Ended Warranty provision, beginning of period $ 3,981 $ 2,281 Warranty liability from Business Combination — 1,943 Accruals for new warranties issued 2,100 1,492 Settlements (2,060 ) (1,735 ) Warranty provision, end of period $ 4,021 $ 3,981 Warranty provision, current $ 605 $ 767 Warranty provision, noncurrent $ 3,416 $ 3,214 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. 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 have a material adverse effect on the business, financial position, results of operations, or cash flows. The Company has recorded $3.0 million and $1.9 million as a loss contingency in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets as of October 1, 2023 and December 31, 2022, respectively, primarily associated with the pending settlement of the following legal matters. Katerra Litigation On July 22, 2022, Katerra, Inc. filed a complaint for breach of contract and turnover of property under Section 542(b) of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The complaint seeks damages for the amounts due under the Settlement Agreement and for attorney’s fees. The Company filed an answer to the complaint on September 6, 2022. On May 11, 2023, the parties reached a settlement in which Solaria agreed to pay Katerra $0.8 million, paid in monthly payments beginning on May 25, 2023 and ending by October 25, 2023. As of October 1, 2023, the remaining balance of payments owed in relation to the settlement was $0.1 million. 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 unaudited condensed 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 United States 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. No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time. Siemens Litigation On July 22, 2021, Siemens filed a lawsuit for breach of contract and warranty against the Company and demanded $6.9 million plus legal fees. The case is currently in trial. The Company has recorded $2.0 million and zero as a loss contingency related to this litigation in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets as of October 1, 2023 and December 31, 2022, respectively. China Bridge Litigation On August 24 2023, China Bridge Capital Limited (“China Bridge”) alleged breach of contract and demanded $6.0 million. The complaint names FACT as the defendant. The complaint alleges China Bridge and FACT entered into a financial advisory agreement in October 2022 whereby FACT engaged China Bridge to advise and assist FACT in identifying a company for FACT to acquire. As part of the agreement, China Bridge claims that FACT agreed to pay China Bridge a $6.0 million advisory fee if FACT completed such an acquisition. China Bridge claims it introduced Complete Solaria to FACT and is therefore owed the $6.0 million advisory fee. 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 unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time. Letters of Credit The Company had $3.5 million of outstanding letters of credit related to normal business transactions as of October 1, 2023. 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 and $3.9 million as of October 1, 2023 and December 31, 2022, respectively. | (17) Commitments and Contingencies Operating Leases The Company leases its facilities under non-cancelable non-current The Company made $1.0 million and $0.4 million of cash payments related to operating leases during the years ended December 31, 2022 and December 31, 2021, respectively. New operating lease right-of-use The weighted average remaining lease term and the discount rate for the Company’s operating leases are as follows: December 31, 2022 Remaining average remaining lease term (years) 3.24 Weighted average discount rate 14.47 % Future minimum lease payments under non-cancelable 2023 $ 1,048 2024 743 2025 592 2026 477 2027 and thereafter — Total undiscounted liabilities 2,860 Less imputed interest (628 ) Present value of operation lease liabilities $ 2,232 Accounting under ASC 840 Prior to the adoption of ASC 842, rent expense on operating leases was recognized on a straight-line basis over the term of the lease. In addition, certain of the Company’s operating lease agreements for facilities also include rent escalations or rent abatements during the initial lease term. The Company recorded the rent escalations as deferred rent, net of current portion on the accompanying balance sheets. The Company recognized the deferred rent liability on a straight-line basis into rent expense over the lease term commencing on the date the Company took possession of the leased space. Rent expense was $0.3 million for the year ended December 31, 2020. Warranty Provision The Company accrues warranty costs when revenue is recognized for solar energy systems sales and panel sales, based on the estimated future costs of meeting its warranty obligations. Warranty costs primarily consist of replacement materials and equipment and labor costs for service personnel. Activity by period relating to the Company’s warranty provision was as follows: Years Ended December 31, 2022 2021 2020 Warranty provision, beginning of period $ 2,281 $ 1,652 $ 1,816 Warranty liability from the Business Combination 1,943 Accruals for new warranties issued 1,492 1,516 607 Settlements (1,735 ) (887 ) (771 ) Warranty provision, end of period $ 3,981 $ 2,281 $ 1,652 Warranty provision, current $ 767 $ 600 $ 497 Warranty provision, noncurrent $ 3,214 $ 1,681 $ 1,155 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. 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 have a material adverse effect on the business, financial position, results of operations, or cash flows. The Company has recorded $1.9 million and $0.2 million as a loss contingency in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2022 and December 31, 2021, respectively, primarily associated with the pending settlement of the following legal matters. Katerra Litigation On July 22, 2022, Katerra, Inc. filed a complaint for breach of contract and turnover of property under Section 542(b) of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The complaint seeks damages for the amounts due under the Settlement Agreement and for attorney’s fees. The Company filed an answer to the complaint on September 6, 2022. No discovery has occurred. Vendor Settlement On January 10, 2023, a vendor entered into an agreement with the Company to settle past due performance related payments related to various tools. As part of the agreement, the Company agreed to pay $0.9 million in three equal installments. The Company paid the first installment on January 12, 2023 and will pay the second and third installments on March 31, 2023 and June 30, 2023, respectively. SolarPark Litigation In January 2023, SolarPark Korea Co., LTD (“ SolarPark On March 16, 2023, SolarPark filed a complaint against Solaria and the Company in the United States District Court for the Northern District of California. 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 million in damages. The ultimate outcome of this litigation 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. Letters of Credit The Company had $3.5 million of outstanding letters of credit related to normal business transactions as of December 31, 2022. 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 1, the cash collateral in these restricted cash accounts was $3.7 million as of December 31, 2022. The Company did not have any outstanding letters of credit as of December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (18) Income Taxes The provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ — State 27 3 3 Foreign — — — Total current $ 27 $ 3 $ 3 Deferred: Federal $ — $ — $ — State — — — Foreign — — — Total deferred — — — Total provision $ 27 $ 3 $ 3 The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows (in thousands): Years Ended December 31, 2022 2021 2020 Statutory federal income tax $ (6,184 ) $ (1,918 ) $ (1,454 ) State income taxes, net of federal tax benefits (1,207 ) (353 ) (336 ) Stock compensation 64 42 22 Non-deductible 78 689 257 Mark to market adjustments 397 — — Nondeductible Expenses 279 2 4 PPP Loan — (368 ) — Foreign earnings taxed at different rates 157 — — Other (8 ) — — Valuation allowance 6,451 1,910 1,510 Tax Provision $ 27 $ 4 $ 3 Significant components of our deferred tax assets and liabilities are as follows (in thousands): Years Ended December 31, 2022 2021 NOL carryforwards $ 60,710 $ 7,931 Credits 195 — Bad debt reserve 1,382 946 Inventory reserve 2,724 680 Warranty reserve 651 631 Revenue warranty 155 111 Interest expense carryover 3,445 170 Accrued compensation 678 687 Deferred revenue 195 639 ASC 842 leases 12 17 Assembled workforce — 15 Fixed assets 328 — Capitalized research and development 509 — Other 2,837 28 Total 73,821 11,855 Valuation allowance (63,737 ) (11,348 ) Net deferred tax assets $ 10,084 $ 507 Deferred Tax Liabilities Accounting method change (18 ) (38 ) Capitalized software (234 ) (468 ) Fixed assets — (1 ) Intangibles (9,084 ) — Convertible debt (748 ) — Refundable and deferred income taxes $ — $ — The Company has established a valuation allowance to offset the gross deferred tax assets as of December 31, 2022 and December 31, 2021, due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The valuation allowance balance was $63.7 million and $11.3 million for the years ended December 31, 2022 and December 31, 2021, respectively. In assessing the realizability of deferred income tax assets, the Company considered whether it is more likely than not that some portion or all of its deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty surrounding the Company’s ability to realize such deferred income tax assets, a full valuation allowance has been established. The valuation allowance increased by $52.4 million during the year ended December 31, 2022, and $1.9 million during the year ended December 31, 2021. During 2022 the valuation allowance increased $45.9 million due to acquired deferred tax assets. As of December 31, 2022 and 2021, the Company had federal net operating loss carryforwards of approximately $237.7 million and $28.0 million and state net operating loss carryforwards of approximately $157.1 million and $30.2 million, respectively. Federal net operating losses that will expire between the years 2030 and 2037 total $114.6 million. As of December 31, 2022 and 2021, the Company had state research and development credit carryforwards of approximately $1.6 million and zero, respectively. The credits do not expire. The utilization of the Company’s net operating loss and R&D credit carryforwards may be subject to limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and similar foreign 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. The Company is subject to income taxes in the U.S. federal jurisdiction, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. 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. As of December 31, 2022 and 2021, the Company had unrecognized tax benefits of $1.3 million and zero, 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. 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): Years Ended December 31, 2022 2021 Unrecognized tax benefits as of beginning of year $ — $ — Increases related to prior year tax positions 1,335 — Increases related to current year tax positions — — Decreases related to prior year tax positions — — Unrecognized tax benefits as of end of year — — $ 1,335 $ — 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 year ended December 31, 2022 or December 31, 2021. The Company has not provided U.S. income or foreign withholding taxes on the undistributed earnings of its foreign subsidiary as of December 31, 2022 and December 31, 2021 because it intends to permanently reinvest such earnings outside of the United States. 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. On March 18, 2020, the Families First Coronavirus Response Act (FFCR Act) and, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) were each enacted in response to the COVID-19 On June 29, 2020, the California Governor signed Assembly Bill 85 (“A.B. 85”) which includes several tax measures, provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year cap on the use of business incentive tax credits to offset no more than $5 million of tax per year. Generally, A.B. 85 suspends the use of net operating losses for taxable years 2020, 2021, and 2022 for taxpayers with taxable income of $1 million or more. The Company analyzed the provisions of the A.B. 85 and determined there was no significant impact to its 2022 or 2021 tax provision. On December 27, 2020, the “Consolidated Appropriations Act, 2021” (the “CAA”) was signed into law. The CAA includes provisions meant to clarify and modify certain items put forth in CARES Act, while providing aid to businesses affected by the pandemic. The CAA allows deductions for expenses paid for by Paycheck Protection Program (“PPP”) and Economic Injury Disaster Loan (“EIDL”) . The Program, clarifies forgiveness of EIDL advances, and other business provisions. The Company ana |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Basic and Diluted Net Loss Per Share [Abstract] | ||
Basic and Diluted Net Loss Per Share | (20) Basic and Diluted Net Loss Per Share The Company uses the two-class The unaudited basic and diluted shares and net loss per share for the three and nine months ended September 30, 2022 have been retroactively restated to give effect to the conversion of shares of legal acquiree’s convertible instruments into shares of legal acquiree common stock as though the conversion had occurred as of the beginning of the period. The retroactive restatement is consistent with the presentation on the accompanying unaudited condensed consolidated statements of stockholders’ deficit. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 (in thousands, except share and per share amounts): Thirteen Three Thirty-Nine Nine Numerator: Net loss from continuing operations $ (50,973 ) $ (4,146 ) $ (73,448 ) $ (10,809 ) Net loss from discontinued operations (155,909 ) — (168,458 ) — Net loss $ (206,882 ) $ (4,146 ) $ (241,906 ) $ (10,809 ) Denominator: Weighted average common shares outstanding, basic and diluted 39,821,078 13,431,410 16,969,979 13,053,367 Net loss per share: Continuing operations – basic and diluted $ (1.28 ) $ (0.31 ) $ (4.33 ) $ (0.83 ) Discontinued operations – basic and diluted $ (3.92 ) $ — $ (9.92 ) $ — Net loss per share – basic and diluted $ (5.20 ) $ (0.31 ) $ (14.25 ) $ (0.83 ) Basic and diluted net loss per share attributable to common stockholders is the same for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. 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 antidilutive: As of October 1, December 31, Common stock warrants 23,626,132 2,000,878 Preferred stock warrants — 488,024 Stock options and RSUs issued and outstanding 7,013,514 2,430,949 Potential common shares excluded from diluted net loss per share 30,639,646 4,919,851 | (19) Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260. No dividends were declared or paid for the years ended December 31, 2022 and December 31, 2021. Undistributed earnings for each period are allocated to participating securities, including the redeemable convertible preferred stock, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable convertible preferred stock to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during periods with undistributed losses. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2022, 2021 and 2020 (in thousands, except share and per share amounts): Years Ended December 31, 2022 2021 2020 Numerator: Net loss from continuing operations $ (28,023 ) $ (9,282 ) $ (5,682 ) Net loss from discontinued operations (1,454 ) — — Net loss $ (29,477 ) $ (9,282 ) $ (5,682 ) Denominator: Weighted average common shares outstanding, basic and diluted 22,524,400 11,990,015 9,760,018 Net loss per share: Continuing operations – basic and diluted $ (1.24 ) $ (0.77 ) $ (0.58 ) Discontinued operations – basic and diluted $ (0.07 ) $ — $ — Net loss per share – basic and diluted $ (1.31 ) $ (0.77 ) $ (0.58 ) Basic and diluted net loss per share attributable to common stockholders is the same for the years ended December 31, 2022, 2021 and 2020 because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. 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 antidilutive: As of December 31, 2022 2021 2020 Stock options issued and outstanding 4,970,419 2,135,464 1,968,590 Convertible notes 1,912,493 1,618,585 812,531 Preferred stock warrants 1,152,790 488,024 488,024 SAFE agreements — 388,785 19,562 Common stock warrants 43,135 4,999 — Potential common shares excluded from diluted net loss per share 8,078,837 4,635,857 3,288,706 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | (21) Related Party Transactions Related Party Convertible Promissory Notes In 2020, the Company issued convertible promissory notes (“2020-A (“2021-A In March 2022, as part of the Company’s Series D redeemable convertible preferred stock issuance, the Company converted all of the outstanding convertible note series. As part of the conversion, the Company recognized a gain on the extinguishment of related party convertible notes of $1.4 million, which was recorded in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive income (loss). In October 2022 through June 2023, the Company issued convertible promissory notes (“2022 Convertible Notes”) of approximately $33.3 million to various investors, out of which $12.1 million was issued to five related parties. Additionally, the Company acquired a related party convertible note, on the same terms as the 2022 Convertible Notes as part of the acquisition of Solaria, with a fair value of $6.7 million at the time of the acquisition. The related party debt is presented as convertible notes, net, due to related parties, noncurrent in the accompanying unaudited condensed consolidated balance sheets. The principal amount of the outstanding balance on the 2022 Convertible Notes accrues at 5.0%, compounded annually. For the thirteen and thirty-nine weeks ended October 1, 2023, the Company has recognized less than $0.1 million and $0.4 million, respectively, in interest expense related to the related party 2022 Convertible Promissory Notes. In June 2023, the Company received $3.5 million of prefunded PIPE proceeds from a related party investor in conjunction with the Company’s merger with Freedom Acquisition I Corp (refer to Note 1(a) – Description of Business and Note 4 – Reverse Recapitalization). The $3.5 million investment converted to equity for reclassification of prepaid PIPE, which is reflected in the unaudited condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the thirteen and thirty-nine weeks ended October 1, 2023. In July 2023, in connection with the Mergers, in addition to the $3.5 million of related party PIPE proceeds noted above, the Company received additional PIPE proceeds from related parties of $12.1 million, which is reflected in the unaudited condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the thirteen and thirty-nine weeks ended October 1, 2023. In July 2023, in connection with the Mergers, the Company issued 120,000 shares to a related party as a transaction bonus. As a result of the issuance, the Company recognized $0.7 million of expense within other income (expense), net in its unaudited condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine weeks ended October 1, 2023. In July 2023, the Company entered into a series of FPAs as described in Note 5 – Forward Purchase Agreements. In connection with the FPAs, the Company recognized other expense of $30.7 million for each of the thirteen and thirty-nine weeks ended October 1, 2023 in connection with the issuance of 5,670,000 shares of Complete Solaria Common Stock to the related party FPA Sellers. The Company also recognized other income of $0.3 million in connection with the issuance of the FPAs with related parties. As of October 1, 2023, the Company has recognized a liability associated with the FPAs of $5.6 million due to related parties in its unaudited condensed consolidated balance sheets, and the Company has recognized other expense associated with the change in fair value of the FPA liability due to related parties of $5.9 million in its unaudited condensed consolidated statements of operations and comprehensive income (loss) for both the thirteen and thirty-nine weeks ended October 1, 2023. In September 2023, in connection with the Mergers, the Company entered into a settlement and release agreement with a related party for the settlement of a working capital loan made to the Sponsor, prior to the closing of the Mergers. As part of the settlement agreement, the Company agreed to pay the related party $0.5 million as a return of capital, which is paid in ten equal monthly installments and does not accrue interest. During each of the thirteen and thirty-nine weeks ended October 1, 2023, the Company made one payment of $0.1 million. As of October 1, 2023, $0.5 million remains outstanding. There were no other material related party transactions during the thirteen and thirty-nine weeks ended October 1, 2023 or the three and nine months ended September 30, 2022. | (20) Related Party Transactions Related Party Convertible Promissory Notes In 2020, the Company issued convertible promissory notes (“2020 Convertible Notes”) of approximately $3.8 million to various investors, out of which $3.3 million was issued to nine related parties. The related party debt is presented as convertible notes, net in the accompanying consolidated balance sheets, adjusted for deferred interest, allocated debt financing costs and derivative liability recorded as debt discount. The principal amount of the outstanding balance accrued interest at 2.0% per annum. In 2021, the Company issued convertible promissory notes (“2021 Convertible Notes”) of approximately $4.8 million to various investors, out of which $3.6 million was issued to four related parties. The related party debt is presented as convertible notes, net’ in the accompanying consolidated balance sheets, adjusted for deferred interest, and allocated debt financing costs. The principal amount of the outstanding balance accrued interest at 2.0% per annum. In March 2022, as part of the Company’s Series D redeemable convertible preferred stock issuance, the Company converted all of the outstanding convertible note series. As part of the conversion, the Company recognized a gain on the extinguishment of related party convertible notes of $1.4 million, which was recorded in other income (expense), net on the consolidated statements of operations and comprehensive loss. In October through December 2022, the Company issued convertible promissory notes (“2022 Convertible Notes”) of approximately $12.0 million to various investors, out of which $8.6 million was issued to four related parties. Additionally, the Company acquired a related party convertible note, on the same terms as the 2022 Convertible Notes as part of the acquisition of Solaria with a fair value of $6.7 million at the time of the acquisition. The related party debt is presented as convertible notes, net due to related parties, noncurrent in the accompanying consolidated balance sheets. The principal amount of the outstanding balance on the 2022 Convertible Notes accrues at 5.0%, compounded annually. For the year-ended December 31, 2022, the Company has recognized $0.2 million in interest expense related to the related party 2022 Convertible Notes. There were no other material related party transactions during the years ended December 31, 2022, 2021 or 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | (22) Subsequent Events In preparing the unaudited condensed consolidated financial statements as of and for the thirty-nine weeks ended October 1, 2023, the Company evaluated subsequent events for recognition and measurement purposes through November 14, 2023, which is the date the financial statements were available to be issued. The Company noted no subsequent events through November 14, 2023 that would materially impact the unaudited condensed consolidated financial statements, except for the following: In October 2023, the Company entered into an Assignment and Acceptance Agreement (“Assignment Agreement”), whereby Structural Capital Investments III, LP assigns the SCI debt to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, Kline Hill Partners Opportunity IV SPV LLC, and Rodgers Massey Revocable Living Trust for a total purchase price of $5.0 million. The Company has identified this as a related party transaction. In October 2023, 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 D-7 In October 2023, the Company completed the sale of its solar panel business to Maxeon, pursuant to the terms of the 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. The Company recorded an impairment charge of $1.7 million related to a decline in the fair value of the Maxeon shares between the end of the fiscal quarter on October 1, 2023 and the disposal date of October 6, 2023. No significant transaction costs were incurred subsequent to the balance sheet date. | (21) Subsequent Events In connection with the Business Combination Agreement, the Company has raised a series of convertible notes (“2023 Convertible Notes”) in January 2023 and February 2023 with additional investors, with an aggregate purchase price of $11.0 million. The 2023 Convertible Notes will convert to common shares of Complete Solaria, Inc. at the Closing. The 2022 Notes accrue interest at a rate of 5% per annum. Immediately prior to the Closing, the 2023 Convertible Notes will be converted into that number of shares of common stock of Complete Solaria equal to (x) the principal amount together with all accrued interest of the 2023 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 Business Combination Agreement. On March 10, 2023, the Federal Deposit Insurance Corporation (“FDIC”) announced the closure of Silicon Valley Bank (“SVB”). On March 13, 2023, pursuant to a joint statement released by the U.S. Department of the Treasury, the U.S. Federal Reserve, and the FDIC, the U.S. government reassured that all depositors will be fully protected. As of the date the accompanying consolidated financial statements were issued, the Company has transferred substantially all of its cash out of SVB to other financial institutions. The Company does not currently anticipate any disruption to its ongoing operations. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Use of Estimates | (a) Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, 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: • the allocation of the transaction price to identified performance obligations; • fair value of warrant liabilities; • the fair value of assets acquired and liabilities assumed for business combinations; • the reserve methodology for inventory obsolescence; • the reserve methodology for product warranty; • the reserve methodology for the allowance for credit losses; and • the fair value of the forward purchase agreements. 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. | (a) Use of Estimates The preparation • The allocation of the transaction price to identified performance obligations; • Fair value of warrant liabilities; • The fair value of assets acquired and liabilities assumed for business combination; • The reserve methodology for inventory obsolescence; • The reserve methodology for product warranty; 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 are 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. |
Supply Chain Constraints and Risk | (b) Supply Chain Constraints and Risk The Company relies on a very small number of suppliers of solar energy systems and other equipment. If any of the Company’s suppliers was unable or unwilling to provide the Company with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to the Company, the Company would have very limited alternatives for supply, and the Company may not be able find suitable replacements for the Company’s customers, or at all. Such an event could materially adversely affect the Company’s business, prospects, financial condition and results of operations. In addition, the global supply chain and the Company’s industry have experienced significant disruptions in recent periods. The Company has 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. 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 COVID-19 The Company cannot predict the full effects these events will have on the Company’s business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. In the event the Company is unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect the Company’s business, prospects, financial condition and results of operations. | (b) Supply Chain Constraints and Risk; COVID-19 The Company relies on a very small number of suppliers of solar energy systems and other equipment. If any of Company’s suppliers was unable or unwilling to provide the Company with contracted quantities in a timely manner at prices, quality levels and volumes acceptable to the Company, the Company would have very limited alternatives for supply, and the Company may not be able find suitable replacements for the Company’s customers, or at all. Such an event could materially adversely affect the Company’s business, prospects, financial condition and results of operations. The ongoing COVID-19 COVID-19, COVID-19 In addition, the global supply chain and the Company’s industry have experienced significant disruptions in recent periods. The Company 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. 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 COVID-19 The Company cannot predict the full effects these events will have on the Company’s business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. In the event the Company is unable to mitigate the impact of delays or price volatility in solar energy systems, raw materials, and freight, it could materially adversely affect the Company’s business, prospects, financial condition and results of operations. For additional information on risk factors that could impact the Company’s results, please refer to “Risk Factors |
Segment Information | (c) Segment Information The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. All the Company’s long-lived assets are maintained in the United States of America. | (c) Segment Information The Company conducts its business in one operating segment that provides custom solar solutions through a standardized platform to its residential solar providers and companies to facilitate the sale and installation of solar energy systems under a single product group. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. All the Company’s long-lived assets are maintained in the United States of America. Disaggregated revenue by primary geographical market for the Company’s single segment is included in the discussion of revenue recognition within this Note 2, below. |
Concentration of Risks | (d) Concentration of Risks Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. 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. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. As of December 31, 2022, three single customers had outstanding balances that represented 27%, 18%, and 14%, respectively, of the total accounts receivable balance, compared to December 31, 2021, as a single 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 years ended December 31, 2022, 2021 and 2020, one customer represented 47%, 63% and 81% of gross revenues, respectively. Concentration of suppliers For the year ended December 31, 2022, three suppliers represented 74% of the Company’s inventory purchases. For the year ended December 31, 2021, four supplier represented 87% of the Company’s inventory purchases. For the year ended December 31, 2020, two suppliers represented 89% of the Company’s inventory purchases. | |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents The 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 original maturity dates of three months or less from the original date of purchase. | |
Restricted Cash | (d) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of October 1, 2023 and December 31, 2022, was $3.8 million and $3.9 million, respectively. 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 unaudited condensed consolidated balance sheets. The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands): As of October 1, December 31, Cash and cash equivalents $ 1,661 $ 4,409 Restricted cash 3,758 3,907 Total cash, cash equivalents, and restricted cash $ 5,419 $ 8,316 | (f) Restricted Cash The Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash balance as of December 31, 2022 and 2021, was $3.9 million, and zero, respectively. 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. Total cash, cash equivalents and restricted cash is presented in the table below (in thousands): As of December 31, 2022 2021 Cash and cash equivalents $ 4,409 $ 5,276 Restricted cash 3,907 — Total cash, cash equivalents and restricted cash $ 8,316 $ 5,276 |
Accounts Receivable, Net | (g) Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, the current receivables aging and customer payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of accounts receivable previously written off are recorded when received. The following table summarizes the allowance for doubtful accounts as of December 31, 2022, 2021, and 2020 (in thousands): As of December 31, 2022 2021 2020 Balance at beginning of period $ (2,569 ) $ (2,288 ) $ (1,965 ) Provision charged to earnings (2,243 ) (364 ) (337 ) Amounts written off, recoveries and other adjustments — 83 14 Balance at end of period $ (4,812 ) $ (2,569 ) $ (2,288 ) The Company does not off-balance | |
Inventories | (h) Inventories Inventories consists of solar panels and the components of solar energy systems which the Company classifies as finished goods. Costs are computed under 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 to state inventory at the lower of cost or net realizable value. | |
Revenue Recognition | (e) Revenue Recognition Disaggregation of revenue Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Thirteen Three Thirty-Nine Nine Months Solar energy system installations $ 23,915 $ 11,120 $ 64,511 $ 46,214 Software enhanced services 675 1,140 2,376 2,760 Total revenue $ 24,590 $ 12,260 $ 66,887 $ 48,974 All of the Company’s revenue recognized by geography based on the location of the customer for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 was in the United States. Remaining performance obligations The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. The Company has deferred $1.0 million and $1.3 million associated with a long-term service contract as of October 1, 2023 and December 31, 2022, respectively. 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 expense in accordance with the timing of the related revenue recognition. Amortization of deferred commissions is recorded as sales commissions in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). As of October 1, 2023 and December 31, 2022, deferred commissions were $5.5 million and $2.8 million, respectively, which were included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Deferred revenue 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 the final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives consideration, or when such consideration 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 deferred revenue. As installation projects are typically completed within 12-months, non-current | (i) Revenue Recognition Revenue is recognized when a customer obtains control of promised products and services and the Company has satisfied its performance obligations. 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); 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. Service Revenues – Solar Energy System Installations The Company generates revenue primarily from the design and installation of a solar energy system and performing post-installation services. The Company’s contracts with customers include three primary contract types: • Cash agreements • Financing partner agreements • Power purchase agreements In each of the Company’s customer contract types, the Company’s revenue consists of two performance obligations, which include the performance of the installation of the solar energy system and post-installation services. 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 Company recognizes revenue upon the completion of installation services, which occurs upon the transfer of control of the solar energy system and title of the related hardware components to the homeowner or distribution partner. Post-installation services consist primarily of administrative services and customer support, which the Company performs between the completion of installation and the date of inspection of the solar energy system by the authority having jurisdiction. The Company recognizes revenue at a point in time, which is when the inspection occurs. As the Company’s contracts with customers contain multiple performance obligations, the transaction price is allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the estimated costs incurred in the delivery of each performance obligation, relative to the total costs to be incurred under the contract. The Company records deferred revenue for amounts invoiced that are not subject to refund upon termination. 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. The Company guarantees to customers certain specified minimum solar energy production output of the solar energy system for 10-years Revenues – Software Enhanced Services The Company generates revenue from software enhanced services through the provision of design and proposal services. The Company’s customers for design services are solar installers who leverage the Company’s expertise and software platforms to obtain structural letters, computer aided designs and electrical reviews. The Company charges the customer a per design fixed fee for each type of service that is performed, and the Company recognizes revenue in the period the services are performed. The customer contracts contain the customer right to terminate the contract each month and are therefore enforceable only for the contracted services purchased each month. Revenue is recognized for design services in the month the services are performed. The Company’s customers for proposal services for solar sales organizations who contract with the Company to develop proposals for their potential residential solar customers. The Company generates proposals for the customer using the HelioQuote platform. Customers may purchase a fixed number of proposals for a given month or may contract on a pay as you go basis, and the performance obligation is defined by the number of proposals purchased by the customer each month. The customer contracts contain the customer right to terminate the contract each month and are therefore enforceable only for the services purchased each month. Revenue is recognized for proposal services in the month the services are performed. Warranties The Company typically provides a 10-year 30-year 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. Shipping and handling costs and certain taxes Revenues are recognized net of taxes collected from customers and remitted to governmental authorities. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in both revenues and cost of revenues in the accompanying consolidated statements of operations and comprehensive loss. Deferred revenue 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 consideration, or when such consideration 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 deferred revenue. As installation projects are typically completed within 12-months, Disaggregation of revenue Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Years Ended December 31, 2022 2021 2020 Solar energy system installations $ 62,896 $ 66,958 $ 29,378 Software enhanced services 3,579 1,858 — Total revenue $ 66,475 $ 68,816 $ 29,378 For the years ended December 31, 2022, 2021 and 2020, all revenue recognized was generated in the United States. Remaining performance obligations The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. As of December 31, 2022, the Company has deferred $1.3 million associated with a long-term service contract, which will be recognized evenly through 2028. 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 expense 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 31, 2022 and December 31, 2021, deferred commissions were $2.8 million and $4.8 million, respectively, which included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. |
Property and Equipment, Net | (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 Developed software 5 years Furniture & equipment 3-5 Leasehold improvements 3-5 years | |
Internal-Use Software | (k) Internal-Use The Company capitalizes costs to develop its internal-use internal-use | |
Cost of Revenues | (l) Cost of Revenues Cost of revenues includes actual cost of material, labor and related overhead incurred for revenue-producing units, and includes associated warranty costs, freight and delivery costs, depreciation, and amortization of internally developed software. | |
Advertising and Promotional Expenses | (m) Advertising and Promotional Expenses Advertising | |
Income Taxes | (n) Income Taxes Income taxes are accounted for under the asset-and-liability | |
Foreign Currency | (o) Foreign Currency The Company’s reporting currency is the US dollar. The functional currency for each of the Company’s foreign subsidiaries is the local currency, as it is the monetary unit of account of the principal economic environments in which the Company’s foreign subsidiaries operate. Assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at the average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into US dollar financial statements is accounted for as a foreign currency cumulative translation adjustment and is reported as a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses resulting from transactions denominated in a currency other than the functional currency are recognized in Other Income (expense), net in the consolidated statements of operations and comprehensive loss. | |
Comprehensive Loss | (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 tax effects. | |
Impairment of Long-Lived Assets | (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 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. There were no impairment charges for the years ended December 31, 2022, 2021 and 2020. | |
Business Combinations | (r) Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, acquired technology, trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive loss. | |
Intangibles Assets, Net | (s) Intangibles Assets, Net Intangible assets are recorded at the 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: Estimated Useful Life Assembled workforce 2 years | |
Deferred Transaction Costs | (t) Deferred Transaction Costs Deferred transaction costs, which consist of direct incremental legal, consulting and accounting fees related to the merger with Freedom, are capitalized until they are recorded against proceeds upon the consummation of the transaction. As of December 31, 2022, the Company has recorded $1.1 million of deferred transaction costs in other noncurrent assets on the consolidated balance sheets. | |
Redeemable Convertible Preferred Stock Warrants | (u) Redeemable Convertible Preferred Stock Warrants The Company has issued redeemable convertible preferred stock warrants exercisable into shares of the Company’s redeemable convertible preferred stock. The Company classifies warrants to purchase shares of convertible preferred stock that are redeemable or include an antidilution feature as liabilities. Such redeemable convertible preferred stock warrants are measured and recognized at fair value, and subject to remeasurement at each balance sheet date. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The Company will continue to adjust the redeemable convertible preferred stock warrant liability for changes in the fair value until the earlier of the exercise or expiration of such warrants or the completion of a liquidation event, including completion of an initial public offering (“IPO”), at which time all such redeemable convertible preferred stock warrants will be converted into warrants to purchase shares of common stock, and the liability will be reclassified to additional paid-in | |
Stock-Based Compensation | (v) 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 non-employees non-employee Black-Scholes Expected Term Expected Volatility Expected Dividend Risk-free Interest Rate zero-coupon Forfeitures | |
Fair Value Measurements | (f) 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 on a recurring basis as of October 1, 2023 and December 31, 2022 include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, the warrant liabilities and FPA liabilities. 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 and FPA liabilities 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 the unaudited condensed consolidated statements of operations and comprehensive income (loss) as a component of other income (expense), net. | (w) 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. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, convertible notes, SAFE agreements, notes payable, common stock warrants and redeemable convertible preferred stock warrants. The carrying amounts of cash, accounts receivable, accounts payable, accrued expenses, convertible notes and notes payable approximate their fair value because of their short- term nature (classified as level 1). The Company measures and discloses the fair value of SAFE agreements, common stock warrants and redeemable convertible preferred stock warrants under the provisions of ASC Topic 820—Fair Value Measurement (classified as level 3). |
Convertible Debt Embedded Derivative Liabilities | (y) Convertible Debt Embedded Derivative Liabilities The Company evaluates the embedded conversion feature within its convertible debt instruments under ASC 815-15 815-40 re-valued non-current net-cash re-measurement | |
Leases | (z) Leases Effective January 1, 2021, the Company early adopted Accounting Standards Update (“ASU”) No. 2016-02, non-lease arrangements are primarily fixed. The Company combines lease and non-lease right-of-use non-current 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. The Company does not obtain and control its right to use the identified asset until the lease commencement date. The Company’s lease liabilities are recognized at the later of January 1, 2021 and applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, 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 when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable, right-of-use Right-of-use The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Before the adoption of ASU 2016-02 | |
Direct offering costs | (g) Direct Offering Costs Direct offering costs represent legal, accounting and other direct costs related to the Mergers, which was consummated in July 2023. In accounting for the Mergers, direct offering costs of approximately $5.7 million were reclassified to additional paid-in | |
Warrant Liabilities | (h) 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 Fair Value Measurement | |
Forward Purchase Agreements | (i) Forward Purchase Agreements The Company accounts for its FPAs in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity Fair Value Measurement | |
Net Loss Per Share | (j) Net Loss Per Share The Company computes net loss per share following ASC 260, Earnings Per Share per-share | (x) Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic net loss per share is measured as the income or loss available to common stockholders divided by the weighted-average common shares outstanding for the period. Diluted net loss per share presents the dilutive effect on a per-share basis from the potential exercise of options and/or warrants. The potentially dilutive effect of options or warrants are computed using the treasury stock method. 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. |
Recently Adopted Accounting Pronouncements | (k) Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments credit losses for financial assets held. ASU 2016-13 2016-13 | (aa) Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 2019-12 2019-12 2019-12 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted ASU 2021-04 In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): if-converted 2020-06 2020-06 (ab) Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13 2016-13 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Schedule of Consolidated Statements of Cash Flows | The Company reconciles cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows (in thousands): As of October 1, December 31, Cash and cash equivalents $ 1,661 $ 4,409 Restricted cash 3,758 3,907 Total cash, cash equivalents, and restricted cash $ 5,419 $ 8,316 | Total cash, cash equivalents and restricted cash is presented in the table below (in thousands): As of December 31, 2022 2021 Cash and cash equivalents $ 4,409 $ 5,276 Restricted cash 3,907 — Total cash, cash equivalents and restricted cash $ 8,316 $ 5,276 |
Schedule of Allowance for Doubtful Accounts | The following table summarizes the allowance for doubtful accounts as of December 31, 2022, 2021, and 2020 (in thousands): As of December 31, 2022 2021 2020 Balance at beginning of period $ (2,569 ) $ (2,288 ) $ (1,965 ) Provision charged to earnings (2,243 ) (364 ) (337 ) Amounts written off, recoveries and other adjustments — 83 14 Balance at end of period $ (4,812 ) $ (2,569 ) $ (2,288 ) | |
Schedule of Revenue Recognized By Product and Services | Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Thirteen Three Thirty-Nine Nine Months Solar energy system installations $ 23,915 $ 11,120 $ 64,511 $ 46,214 Software enhanced services 675 1,140 2,376 2,760 Total revenue $ 24,590 $ 12,260 $ 66,887 $ 48,974 | Refer to the table below for the Company’s revenue recognized by product and service type (in thousands): Years Ended December 31, 2022 2021 2020 Solar energy system installations $ 62,896 $ 66,958 $ 29,378 Software enhanced services 3,579 1,858 — Total revenue $ 66,475 $ 68,816 $ 29,378 |
Schedule Of Property, Plant and Equipment Useful Lives | 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 Developed software 5 years Furniture & equipment 3-5 Leasehold improvements 3-5 years | |
Schedule of Finite-Lived Intangible Assets | All intangible assets that have been determined to have definite lives are amortized over their estimated useful life as indicated below: Estimated Useful Life Assembled workforce 2 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Financial Assets and Liabilities | 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 October 1, 2023 Level 1 Level 2 Level 3 Total Financial Liabilities Carlyle warrants $ — $ — $ 7,683 $ 7,683 Public warrants 1,413 — — 1,413 Private placement warrants — 1,027 — 1,027 Working capital warrants — 117 — 117 Forward purchase agreement liabilities — — 6,586 6,586 Total $ 1,413 $ 1,144 $ 14,269 $ 16,826 As of December 31, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 14,152 $ 14,152 Total $ — $ — $ 14,152 $ 14,152 | 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 31, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 14,152 $ 14,152 Total $ — $ — $ 14,152 $ 14,152 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 1,129 $ 1,129 Convertible debt embedded derivatives — — 1,481 1,481 SAFE agreements — — 6,397 6,397 Total $ — $ — $ 9,007 $ 9,007 |
Schedule of Warrants Based on a Black Scholes Option Pricing Method. | The Company valued the warrants based on a Black-Scholes Option Pricing Method, which included the following inputs: October 1, December 31, Expected term 7.0 years — Expected volatility 77.0 % — Risk-free interest rate 3.92 % — Expected dividend yield 0.0 % — October 1, December 31, Common stock trading price $ 2.10 — Simulation period 1.8 years — Risk-free rate 5.12 % — Volatility 178.0 % — Series B Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 3.1 Expected volatility — 72.5 % Risk-free interest rate — 4.2 % Expected dividend yield — 0.0 % Series C Redeemable Convertible Preferred Stock Warrant October 1, December 31, Expected term — 3.6 years Expected volatility — 72.5 % Risk-free interest rate — 4.0 % Expected dividend yield — 0.0 % Series D-7 October 1, December 31, Expected term — 1.5 years Expected volatility — 78.5 % Risk-free interest rate — 4.7 % Expected dividend yield — 0.0 % | The following assumptions were used to calculate the fair value of the redeemable convertible preferred stock warrant liability: Series B Redeemable Convertible Preferred Stock Warrant December 31, 2022 2021 Expected term 3.1 years 4.1 years Expected volatility 72.5 % 73.0 % Risk-free interest rate 4.2 % 1.1 % Expected dividend yield 0.0 % 0.0 % Series C Redeemable Convertible Preferred Stock Warrant December 31, 2022 2021 Expected term 3.6 years 4.6 years Expected volatility 72.5 % 73.0 % Risk-free interest rate 4.0 % 1.2 % Expected dividend yield 0.0 % 0.0 % Series D Redeemable Convertible Preferred Stock Warrant December 31, 2022 2021 Expected term 1.5 years — Expected volatility 78.5 % — Risk-free interest rate 4.7 % — Expected dividend yield 0.0 % — |
Schedule of Significant Unobservable Inputs (Level 3), and the Change in Fair Value Recorded in Other Income (Expense) | The following table presents a reconciliation of the Company’s financial liabilities measured at fair value as of December 31, 2022 using significant unobservable inputs (Level 3), and the change in fair value recorded in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss (in thousands): Warrant Convertible SAFEs Balance as of December 31, 2020 $ 799 $ 579 $ 91 Issuance of 2021-A — 566 — Issuance of 2021-Rogers SAFE — — 5,000 Change in fair value 330 336 1,306 Balance as of December 31, 2021 $ 1,129 $ 1,481 $ 6,397 Conversion of debt into preferred shares — (1,481 ) — Conversion of SAFEs into preferred shares — — (6,397 ) Assumption of SAFEs in Solaria acquisition — — 60,470 Conversion of SAFEs from Solaria acquisition into preferred shares — — (60,470 ) Issuance of Series D Warrants Tranche A 6,527 — — Issuance of Series D Warrants Tranche B 1,285 — — Change in fair value 5,211 — — Balance as of December 31, 2022 $ 14,152 $ — $ — | |
Schedule of Reconciles the Change in Value of the Redeemable Convertible Preferred Stock Warrant Liability | The table below reconciles the change in value of the redeemable convertible preferred stock warrant liability from each warrant to the total redeemable convertible preferred stock warrant liability recorded within the accompanying consolidated balance sheets (amounts in thousands): Series B Series C Series D Tranche A Series D Total Balance as of December 31, 2020 $ 5 $ 794 $ — $ — $ 799 Change in fair value 3 327 — — 330 Balance as of December 31, 2021 8 1,121 — — 1,129 Change in fair value 42 5,169 — — 5,211 Issuance of warrants in connection with acquisition of Solaria (Note 3) — — 6,527 1,285 7,812 Balance as of December 31, 2022 $ 50 $ 6,290 $ 6,527 $ 1,285 $ 14,152 | |
Schedule of Reconciliation of Embedded Derivative Liability | The table below reconciles the embedded derivative liability from each of the series of convertible notes to the total derivative liability recorded on the accompanying consolidated balance sheets (amounts in thousands) 2019-A 2020-A 2021-A Totals Balance as of December 31, 2020 $ 18 $ 561 $ — $ 579 Issuance of 2021-A — — 566 566 Change in fair value 17 234 85 366 Balance as of December 31, 2021 35 795 651 1,481 Extinguishment upon Series D issuance (35 ) (795 ) (651 ) (1,481 ) Balance as of December 31, 2022 $ — $ — $ — $ — | |
Schedule of Next Equity Financing Based on Inputs Included in a Black-Scholes Model | The realizable value upon the Next Equity Financing was determined based on the following inputs that were included in a Black-Scholes model, which contains the following inputs: December 31, 2022 2021 Expected fair value of preferred stock N/A $ 4.84 Expected term N/A 0.2 years Volatility N/A 76.4 % Risk-free interest rate N/A 0.1 % |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | ||
Schedule of Reconciles Elements of the Merger | The following table reconciles the elements of the Mergers to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statements of stockholders’ deficit for the thirty-nine week ended October 1, 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 (10,135 ) Net contributions from the Mergers and PIPE financing upon closing $ 9,523 | |
Schedule of Common Stock Outstanding | 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 | 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 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Business Combination [Abstract] | ||
Schedule of Assets Acquired and Liabilities Assumed | The following table summarized the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands): Amount Cash, cash equivalents and restricted cash $ 5,402 Accounts receivable 4,822 Inventories 5,354 Prepaid expenses and other current assets 8,569 Property and equipment 830 Operating lease right-of-use 1,619 Intangible assets 43,100 Other non-current 112 Total identifiable assets acquired 69,808 Accounts payable 4,210 Accrued expenses and other current liabilities 11,845 Notes payable 20,823 Deferred revenue 73 Operating lease liabilities, net of current portion 1,132 Warranty provision, noncurrent 1,566 SAFE agreements 60,470 Total identifiable liabilities assumed 100,119 Net identifiable liabilities assumed 30,311 Goodwill 119,422 Total aggregate consideration paid $ 89,111 | The following table summarized the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands): Cash, cash equivalents and restricted cash $ 5,402 Accounts receivable 4,822 Inventories 5,354 Prepaid expenses and other current assets 8,569 Property and equipment 830 Operating lease right-of-use 1,619 Intangible assets 43,100 Other non-current 112 Total identifiable assets acquired 69,808 Accounts payable 4,210 Accrued expenses and other current liabilities 11,845 Notes payable 20,823 Deferred revenue 73 Operating lease liabilities, net of current portion 1,132 Warranty provision, noncurrent 1,566 SAFE agreements 60,470 Total identifiable liabilities assumed 100,119 Net identifiable liabilities assumed 30,311 Goodwill 119,422 Total aggregate consideration paid $ 89,111 |
Schedule of Intangible Assets Acquired | Intangible assets acquired are as follows (in thousands): Amount Trademarks $ 5,700 Developed technology 12,700 Customer relationships 24,700 Total intangible assets $ 43,100 | Intangible assets acquired and subsequently disposed of as part of the Solaria disposition discussed in Note 5 below are as follows (in thousands): Trademarks $ 5,700 Developed technology 12,700 Customer relationships 24,700 Total intangible asset $ 43,100 |
Schedule of Unaudited Combined Pro Forma Information | Actual results may differ from the unaudited combined pro forma information presented below (in thousands): Three Months Nine Months Revenues $ 22,267 $ 79,800 Net loss $ (26,498 ) $ (49,935 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following (in thousands): As of October 1, December 31, Inventory deposits $ 3,497 $ 6,255 Prepaid sales commissions 5,509 2,838 Other 941 978 Total prepaid expenses and other current assets $ 9,947 $ 10,071 | Prepaid expenses and other current assets consists of the following (in thousands): As of December 31, 2022 2021 Inventory deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,255 $ — Prepaid sales commissions . . . . . . . . . . . . . . . . . . . . . . . 2,838 4,771 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 978 184 Total prepaid expenses and other current assets . . . $ 10,071 $ 4,955 |
Divestiture (Tables)
Divestiture (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Divestiture [Abstract] | ||
Schedule of Operations and Comprehensive Income (Loss) Related to Discontinued Operations | Components of amounts reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss) related to discontinued operations are presented in the table, as follows (in thousands): Thirteen Weeks Thirty-Nine Revenues $ 3,774 $ 29,048 Cost of revenues 4,102 30,609 Gross loss (328 ) (1,561 ) Operating expenses: Sales and marketing 2,425 6,855 General and administrative 5,681 12,572 Total operating expenses 8,106 19,427 Loss from discontinued operations (8,434 ) (20,988 ) Other income (expense), net 31 32 Loss from discontinued operations before income taxes (8,403 ) (20,956 ) Income tax benefit (provision) (1 ) 3 Impairment loss from discontinued operations (147,505 ) (147,505 ) Net loss from discontinued operations $ (155,909 ) $ (168,458 ) | Components of amounts reflected in the consolidated statements of operations and comprehensive income (loss) related to discontinued operations are presented in the table, as follows (in thousands): December 31, 2022 Revenues $ 13,325 Cost of revenues 12,847 Gross profit 478 Operating expenses: Sales and marketing 1,315 General and administrative 617 Total operating expenses 1,932 Net loss from discontinued operations $ (1,454 ) |
Schedule of Major Categories of Assets and Liabilities Held for Sale | The following is a summary of the major categories of assets and liabilities held for sale (in thousands): As of October 1, December 31, Intangible assets, net $ 12,299 $ 42,610 Goodwill — 119,422 Long-term assets held for sale $ 12,299 $ 162,032 | The following is a summary of the major categories of assets and liabilities held for sale (in thousands): December 31, 2022 Intangible assets, net $ 42,610 Goodwill 119,422 Long-term assets held for sale $ 162,032 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands, except year data): Estimated As of Useful Lives October 1, December 31, Developed software 5 $ 6,559 $ 5,054 Manufacturing equipment 3 131 102 Furniture and equipment 3 90 90 Leasehold improvements 5 708 708 Total property and equipment 7,488 5,954 Less: accumulated depreciation and amortization (3,303 ) (2,478 ) Total property and equipment, net $ 4,185 $ 3,476 | Property and equipment, net consists of the following (in thousands): As of December 31, 2022 2021 Developed software $ 5,054 $ 3,540 Manufacturing equipment. 102 70 Furniture & equipment 90 — Leasehold improvements 708 — Total property and equipment 5,954 3,610 Less accumulated depreciation and amortization (2,478 ) (1,852 ) Total property and equipment, net $ 3,476 $ 1,758 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets [Abstract] | ||
Schedule of Intangible Assets | The following table provides a reconciliation of intangible assets reported as of October 1, 2023 and December 31, 2022 (in thousands, except years data): As of October 1, 2023 Gross Impairment Held for Accumulated Net Assembled workforce $ 137 $ — $ — (137 ) $ — Trademarks 5,700 (3,714 ) (1,463 ) (523 ) — Customer relationship 24,700 (16,094 ) (7,577 ) (1,029 ) — Developed technology 12,700 (8,275 ) (3,259 ) (1,166 ) — Total intangible assets $ 43,237 $ (28,083 ) $ (12,299 ) $ (2,855 ) $ — As of December 31, 2022 Weighted- Gross Accumulated Net Assembled workforce 0.1 $ 137 $ (133 ) $ 4 Trademarks 9.8 5,700 (95 ) 5,605 Customer relationship 21.8 24,700 (187 ) 24,513 Developed technology 9.8 12,700 (212 ) 12,488 Total intangible assets $ 43,237 $ (627 ) $ 42,610 | Intangible assets consisted of the following (in thousands, except years data): As of December 31, 2022 As of December 31, 2021 Weighted- Gross Accumulated Net Gross Accumulated Net Assembled workforce 0.1 $ 137 $ (133 ) $ 4 $ 137 $ (65 ) $ 72 |
Schedule of Amortization Expense Related to Intangible Assets | Amortization expense related to intangible assets for the thirteen and thirty-nine weeks ended October 1, 2023 and the three and nine months ended September 30, 2022 were as follows (in thousands): Thirteen Weeks Three Months Thirty-Nine Nine Months Assembled workforce $ — $ 17 $ 4 $ 51 Trademarks 142 — 428 — Customer relationship 279 — 843 — Developed technology 317 — 953 — Total amortization expense $ 738 $ 17 $ 2,228 $ 51 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): As of October 1, December 31, Accrued compensation and benefits $ 3,666 $ 3,940 Customer deposits 1,167 930 Uninvoiced contract costs 3,554 1,914 Inventory received but not invoiced 1,391 972 Accrued term loan and revolving loan amendment and final payment fees 2,175 2,400 Accrued legal settlements 2,955 1,853 Accrued taxes 931 1,245 Accrued rebates and credits 880 1,076 Operating lease liabilities, current 720 958 Revenue warranty 918 — Deferred underwriters’ discount payable 3,019 — Accrued warranty, current 605 767 Other accrued liabilities 4,693 3,775 Total accrued expenses and other current liabilities $ 26,674 $ 19,830 | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued compensation and benefits $ 3,940 $ 3,498 Accrued term loan and revolving loan amendment and final payment fees 2,400 — Uninvoiced contract costs 1,914 2,180 Accrued legal settlements 1,853 — Accrued taxes 1,245 — Accrued rebates and credits 1,076 — Inventory received but not invoiced 972 — Operating lease liabilities, current 958 390 Customer deposits 930 1,375 Warranty provision, current 767 600 Other accrued liabilities 3,775 1,304 Total accrued expenses and other current liabilities $ 19,830 $ 9,347 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Other Income (Expense), Net [Abstract] | ||
Schedule of Other Income (Expense), Net | Other income (expense), net consists of the following (in thousands): Thirteen Three Months Thirty-Nine October 1, Nine Change in fair value of redeemable convertible preferred stock warrant liability $ 39 $ 3 $ 9,455 $ (142 ) Change in fair value of Carlyle warrants 12,689 — 12,689 — Change in fair value of FACT public, private placement and working capital warrants 4,170 — 4,170 — Gain on extinguishment of convertible notes and SAFE agreements (1) — — — 3,235 Loss on CS Solis debt extinguishment (10,338 ) — (10,338 ) — Bonus shares issued in connection with the Mergers (2) (2,394 ) — (2,394 ) — Issuance of forward purchase agreements (3) 76 — 76 — Change in fair value of forward purchase agreement liabilities (4) (6,661 ) — (6,661 ) — Issuance of shares in connection with the forward purchase agreements (5) (35,490 ) — (35,490 ) — Other, net (94 ) 1 191 87 Total other income (expense), net $ (38,003 ) $ 4 $ (28,302 ) $ 3,180 (1) Includes zero and $1.4 million of other income for the three and nine months ended September 30, 2022, respectively, recognized upon the conversion of related party convertible notes and SAFEs. (2) Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers. (3) Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (4) Includes $5.9 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties. (5) Includes $30.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for shares issued to related parties in connection with the forward purchase agreements. | Other income (expense), net consists of the following (in thousands): Years Ended December 31, 2022 2021 2020 Change in fair value of SAFE agreements $ — $ (1,306 ) $ (15 ) Change in fair value of derivative liabilities — (336 ) (50 ) Change in fair value of warrant liabilities (5,211 ) (330 ) 24 Gain on extinguishment of convertible notes and SAFE agreements (1) 3,235 — — Forgiveness of Paycheck Protection Plan loan — 1,754 — Other, net 118 (22 ) — Total other income (expense), net $ (1,858 ) $ (240) $ (41 ) (1) Includes $1.4 million of other income recognized upon the conversion of related party convertible notes and SAFEs |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Common Stock [Abstract] | ||
Schedule of Reserved Shares of Common Stock | The Company has reserved shares of common stock for issuance related to the following: As of Common stock warrants 27,637,266 Employee stock purchase plan 2,628,996 Stock options and RSUs, issued and outstanding 7,013,514 Stock options and RSUs, authorized for future issuance 8,625,023 Total shares reserved 45,904,799 | The Company has reserved shares of common stock for issuance related to the following redeemable convertible preferred stock, stock options, common stock warrants, redeemable convertible preferred stock warrants, and future grants: As of December 31, 2022 2021 Common stock warrants 3,389,005 690,236 Stock options, issued and outstanding 4,970,395 2,135,454 Stock options, authorized for future issuance 369,907 141,644 SAFE agreement — 341,604 Convertible notes — 1,621,299 Total shares reserved 8,729,307 4,930,237 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Schedule of Fair Value of The Common Stock Warrants | The following assumptions were used to calculate the fair value of the common stock warrants issued: Years Ended December 31, 2022 2021 Expected term 1.5 10.0 - 12.0 years Expected volatility 73.0 - 78.5% 73.0% Risk-free interest rate 1.9 - 4.7% 1.3% - 1.7% Expected dividends 0.0% 0.0% |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Borrowing Arrangements [Line Items] | ||
Schedule of Convertible Notes | As of October 1, 2023 and December 31, 2022, the Company’s convertible notes consisted of the following (in thousands): As of October 1, December 31, Convertible notes, net, noncurrent 2022 Convertible Notes $ — $ 3,434 2022 Convertible Notes due to related parties — 15,510 Total convertible notes $ — $ 18,944 | As of December 31, 2022 and December 31, 2021, the Company’s convertible notes consisted of the following (in thousands): As of December 31, 2022 2021 Convertible notes, net 2019-A $ — $ 115 2020-A — 630 2021-A — 1,145 Convertible notes, net — 1,890 Convertible notes, net due to related parties 2020-A — 3,260 2021-A — 3,050 Convertible Promissory Notes with Ecosystem Integrity Fund II, LP. — 510 Convertible notes, net due to related parties — 6,820 Convertible notes, net, noncurrent 2022 Convertible Notes 3,434 — Convertible notes, net, noncurrent 3,434 — Convertible notes, net due to related parties, noncurrent 2022 Convertible Notes 15,510 — Convertible notes, net due to related parties, noncurrent 15,510 — Total convertible notes $ 18,944 $ 8,710 |
Schedule of Company's outstanding notes payable | The following table summarizes the Company’s outstanding notes payable (in thousands): As of December 31, 2022 2021 Loan and Security Agreement $ — $ 6,987 2021 Promissory Notes — 2,500 Current Insight Promissory Note — 20 — 9,507 Less: Unamortized debt issuance costs and discounts — — $ — $ 9,507 | |
Two Thousand And Nineteen A Convertible Notes [Member] | ||
Borrowing Arrangements [Line Items] | ||
Schedule of Convertible Notes | The net carrying amount of the convertible notes was as follows (in thousands): As of December 31, 2022 2021 Principal $ 100 $ 100 Unamortized debt discount — — PIK interest added to principal balance 16 15 Conversion to Series D-2 redeemable convertible preferred stock (116 ) — Net carrying amount $ — $ 115 | |
Schedule Of Interest Expense On Convertible Debt | Interest expense related to the convertible notes was as follows (in thousands): As of December 31, 2022 2021 2020 Amortization of debt discount $ — $ — $ 4 PIK interest 1 12 3 Total non-cash $ 1 $ 12 $ 7 | |
Two Thousand And Twenty A Convertible Notes [Member] | ||
Borrowing Arrangements [Line Items] | ||
Schedule of Convertible Notes | The net carrying amount of the convertible notes was as follows (in thousands): As of December 31, 2022 2021 Principal $ 3,784 $ 3,784 Unamortized debt discount — — PIK interest added to principal balance 122 106 Conversion to Series D-1 (3,906 ) — Net carrying amount $ — $ 3,890 | |
Schedule Of Interest Expense On Convertible Debt | Interest expense related to the convertible notes was as follows (in thousands): As of December 31, 2022 2021 2020 Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 281 $ 235 PIK interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 74 32 Total non-cash $ 16 $ 355 $ 267 | |
Two Thousand And Twenty One Convertible Notes [Member] | ||
Borrowing Arrangements [Line Items] | ||
Schedule of Convertible Notes | The net carrying amount of the convertible notes was as follows (in thousands): As of December 31, 2022 2021 Principal $ 4,250 $ 4,250 Unamortized debt discount — (112 ) PIK interest added to principal balance 74 57 Conversion to Series D-1 (4,324 ) — Net carrying amount $ — $ 4,195 | |
Schedule Of Interest Expense On Convertible Debt | Interest expense related to the convertible notes was as follows (in thousands): As of December 31, 2022 2021 2020 Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . $ 112 $ 454 $ — PIK interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 57 — Total non-cash $ 129 $ 511 $ — | |
Two Thousand And Twenty One A Convertible Notes With Embedded Derivative Liability [Member] | ||
Borrowing Arrangements [Line Items] | ||
Schedule of Convertible Notes | The net carrying amount of the 2021-A As of December 31, 2022 2021 Principal $ 500 $ 500 Unamortized debt discount — — PIK interest added to principal balance 10 10 Repayment of principal and accrued interest (510 ) — Net carrying amount $ — $ 510 | |
Schedule Of Interest Expense On Convertible Debt | Interest expense related to the note was as follows (in thousands): As of December 31, 2022 2021 2020 Amortization of debt discount $ — $ — $ — PIK interest — 10 — Total non-cash $ — $ 10 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | ||
Summary of summary of stock option activity | A summary of stock option activity for the thirty-nine weeks ended October 1, 2023 under the Plans is as follows: Options Outstanding Number of Weighted Weighted Aggregate (in thousands) Outstanding—December 31, 2022 4,970,419 $ 4.86 6.99 $ 34,180 Options granted 2,164,946 5.18 Options exercised (67,292 ) 0.83 Options canceled (142,218 ) 9.46 Outstanding—October 1, 2023 6,925,855 $ 4.91 7.80 $ 2,727 Vested and expected to vest—October 1, 2023 6,925,855 $ 4.91 7.80 $ 2,727 Vested and exercisable—October 1, 2023 3,037,856 $ 5.16 6.40 $ 2,245 | A summary of stock option activity for the years ended December 31, 2022 and December 31, 2021 under the Plans is as follows: Options outstanding Number of Weighted Weighted Aggregate value Outstanding—January 1, 2021 1,968,580 $ 0.58 7.87 $ 1,044 Options granted 212,434 0.89 Options exercised (7,245 ) 0.83 Options canceled (38,315 ) 0.62 Outstanding—December 31, 2021 2,135,454 $ 0.62 6.99 $ 2,263 Options granted 3,088,350 7.45 Options exercised (162,034 ) 0.48 Options canceled (91,376 ) 0.83 Outstanding—December 31, 2022 4,970,395 $ 4.87 6.99 $ 34,180 Vested and expected to vest—December 31, 2022 4,970,395 $ 4.87 6.99 $ 34,180 Vested and exercisable—December 31, 2022 2,794,862 $ 4.35 6.29 $ 22,204 |
Schedule of summary of RSU activity | A summary of RSU activity for the thirty-nine weeks ended October 1, 2023 under the Plans is as follows: Number of Weighted Unvested at December 31, 2022 — Granted 728,600 $ 5.00 Vested and released (155,473 ) $ 4.84 Cancelled or forfeited (485,468 ) $ 5.07 Unvested at October 1, 2023 87,659 $ 5.07 | |
Schedule Of Calculate The Fair Value Of Stock-based Compensation | The following assumptions were used to calculate the fair value of stock-based compensation: Years Ended December 31, 2022 2021 Expected term 1.0 – 7.5 years 5.0 – 6.1 years Expected volatility 60.0% – 78.5% 52.6% – 56.7% Risk-free interest rate 3.4% – 4.8% 0.8% – 1.3% Expected dividends 0.0% 0.0% | |
Schedule of stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss | The following table summarizes stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) (in thousands): Thirteen Three Thirty-Nine Nine Cost of revenues $ 20 $ 1 $ 51 $ 6 Sales and marketing 143 37 337 91 General and administrative 1,416 47 1,933 120 Loss from discontinued operations, net of tax 535 — 1,835 — Total stock-based compensation expense $ 2,114 $ 85 $ 4,156 $ 217 | The following table summarizes stock-based compensation expense and its allocation within the accompanying consolidated statements of operations and comprehensive loss (in thousands): Years Ended December 31, 2022 2021 2020 Cost of revenues $ 22 $ 19 $ 8 Sales and marketing 168 68 37 General and administrative 243 113 64 Loss from discontinued operations, net of tax 470 — — Total stock-based compensation expense $ 903 $ 200 $ 109 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Schedule of Weighted Average Remaining Lease Term and the Discount Rate | The weighted average remaining lease term and the discount rate for the Company’s operating leases are as follows: October 1, Remaining average remaining lease term 2.61 years Weighted average discount rate 15.20% | The weighted average remaining lease term and the discount rate for the Company’s operating leases are as follows: December 31, 2022 Remaining average remaining lease term (years) 3.24 Weighted average discount rate 14.47 % |
Schedule of Future Minimum Lease Payments under Non-Cancelable | Future minimum lease payments under non-cancelable 2023 (excluding the thirty-nine weeks ended October 1, 2023) $ 263 2024 743 2025 592 2026 477 2027 and thereafter — Total undiscounted liabilities 2,075 Less: imputed interest (565 ) Present value of operating lease liabilities $ 1,510 | Future minimum lease payments under non-cancelable 2023 $ 1,048 2024 743 2025 592 2026 477 2027 and thereafter — Total undiscounted liabilities 2,860 Less imputed interest (628 ) Present value of operation lease liabilities $ 2,232 |
Schedule of Activity Period Relating to the Company's Warranty Provision | Activity by period relating to the Company’s warranty provision was as follows (in thousands): Thirty-Nine Year Ended Warranty provision, beginning of period $ 3,981 $ 2,281 Warranty liability from Business Combination — 1,943 Accruals for new warranties issued 2,100 1,492 Settlements (2,060 ) (1,735 ) Warranty provision, end of period $ 4,021 $ 3,981 Warranty provision, current $ 605 $ 767 Warranty provision, noncurrent $ 3,416 $ 3,214 | Activity by period relating to the Company’s warranty provision was as follows: Years Ended December 31, 2022 2021 2020 Warranty provision, beginning of period $ 2,281 $ 1,652 $ 1,816 Warranty liability from the Business Combination 1,943 Accruals for new warranties issued 1,492 1,516 607 Settlements (1,735 ) (887 ) (771 ) Warranty provision, end of period $ 3,981 $ 2,281 $ 1,652 Warranty provision, current $ 767 $ 600 $ 497 Warranty provision, noncurrent $ 3,214 $ 1,681 $ 1,155 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision For Income Taxes | The provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ — State 27 3 3 Foreign — — — Total current $ 27 $ 3 $ 3 Deferred: Federal $ — $ — $ — State — — — Foreign — — — Total deferred — — — Total provision $ 27 $ 3 $ 3 |
Schedule of Reconciliation of Effective Income Tax Rate | The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows (in thousands): Years Ended December 31, 2022 2021 2020 Statutory federal income tax $ (6,184 ) $ (1,918 ) $ (1,454 ) State income taxes, net of federal tax benefits (1,207 ) (353 ) (336 ) Stock compensation 64 42 22 Non-deductible 78 689 257 Mark to market adjustments 397 — — Nondeductible Expenses 279 2 4 PPP Loan — (368 ) — Foreign earnings taxed at different rates 157 — — Other (8 ) — — Valuation allowance 6,451 1,910 1,510 Tax Provision $ 27 $ 4 $ 3 |
Schedule of Components of Deferred Tax Assets And Liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): Years Ended December 31, 2022 2021 NOL carryforwards $ 60,710 $ 7,931 Credits 195 — Bad debt reserve 1,382 946 Inventory reserve 2,724 680 Warranty reserve 651 631 Revenue warranty 155 111 Interest expense carryover 3,445 170 Accrued compensation 678 687 Deferred revenue 195 639 ASC 842 leases 12 17 Assembled workforce — 15 Fixed assets 328 — Capitalized research and development 509 — Other 2,837 28 Total 73,821 11,855 Valuation allowance (63,737 ) (11,348 ) Net deferred tax assets $ 10,084 $ 507 Deferred Tax Liabilities Accounting method change (18 ) (38 ) Capitalized software (234 ) (468 ) Fixed assets — (1 ) Intangibles (9,084 ) — Convertible debt (748 ) — Refundable and deferred income taxes $ — $ — |
Schedule of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Years Ended December 31, 2022 2021 Unrecognized tax benefits as of beginning of year $ — $ — Increases related to prior year tax positions 1,335 — Increases related to current year tax positions — — Decreases related to prior year tax positions — — Unrecognized tax benefits as of end of year — — $ 1,335 $ — |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Basic and Diluted Net Loss Per Share (Tables) [Line Items] | ||
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the thirteen and thirty-nine weeks ended October 1, 2023 and three and nine months ended September 30, 2022 (in thousands, except share and per share amounts): Thirteen Three Thirty-Nine Nine Numerator: Net loss from continuing operations $ (50,973 ) $ (4,146 ) $ (73,448 ) $ (10,809 ) Net loss from discontinued operations (155,909 ) — (168,458 ) — Net loss $ (206,882 ) $ (4,146 ) $ (241,906 ) $ (10,809 ) Denominator: Weighted average common shares outstanding, basic and diluted 39,821,078 13,431,410 16,969,979 13,053,367 Net loss per share: Continuing operations – basic and diluted $ (1.28 ) $ (0.31 ) $ (4.33 ) $ (0.83 ) Discontinued operations – basic and diluted $ (3.92 ) $ — $ (9.92 ) $ — Net loss per share – basic and diluted $ (5.20 ) $ (0.31 ) $ (14.25 ) $ (0.83 ) | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2022, 2021 and 2020 (in thousands, except share and per share amounts): Years Ended December 31, 2022 2021 2020 Numerator: Net loss from continuing operations $ (28,023 ) $ (9,282 ) $ (5,682 ) Net loss from discontinued operations (1,454 ) — — Net loss $ (29,477 ) $ (9,282 ) $ (5,682 ) Denominator: Weighted average common shares outstanding, basic and diluted 22,524,400 11,990,015 9,760,018 Net loss per share: Continuing operations – basic and diluted $ (1.24 ) $ (0.77 ) $ (0.58 ) Discontinued operations – basic and diluted $ (0.07 ) $ — $ — Net loss per share – basic and diluted $ (1.31 ) $ (0.77 ) $ (0.58 ) |
Schedule of Potential Common Shares Excluded from Diluted Net Loss Per Share | 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 antidilutive: As of October 1, December 31, Common stock warrants 23,626,132 2,000,878 Preferred stock warrants — 488,024 Stock options and RSUs issued and outstanding 7,013,514 2,430,949 Potential common shares excluded from diluted net loss per share 30,639,646 4,919,851 | 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 antidilutive: As of December 31, 2022 2021 2020 Stock options issued and outstanding 4,970,419 2,135,464 1,968,590 Convertible notes 1,912,493 1,618,585 812,531 Preferred stock warrants 1,152,790 488,024 488,024 SAFE agreements — 388,785 19,562 Common stock warrants 43,135 4,999 — Potential common shares excluded from diluted net loss per share 8,078,837 4,635,857 3,288,706 |
Organization (Details)
Organization (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization and Business Operations [Line Items] | |||||||||
Forward purchase agreements | 1,161,512 | 1,161,512 | |||||||
Purchase price per share (in Dollars per share) | $ 10 | $ 10 | |||||||
Aggregate gross proceeds (in Dollars) | $ 15.7 | $ 15.7 | |||||||
Additional shares | 60,000 | 60,000 | |||||||
Subscription agreements | 120,000 | 120,000 | |||||||
Aggregate gross proceeds (in Dollars) | $ 0.6 | $ 0.6 | |||||||
Reimbursing sponsors shares | 193,976 | 193,976 | |||||||
Counterparties issued additional shares | 150,000 | 150,000 | |||||||
Holders shares | 23,256,504 | ||||||||
Closing holders shares | 7,784,739 | 7,784,739 | |||||||
Redeem shares value (in Dollars) | $ 82.2 | $ 82.2 | $ 82.2 | $ 82.2 | |||||
Incurred net losses (in Dollars) | $ 4.1 | $ 10.8 | 29.5 | $ 9.2 | $ 5.6 | ||||
Accumulated deficit (in Dollars) | 327.3 | 327.3 | 327.3 | 85.4 | |||||
Cash and cash equivalents (in Dollars) | 1.7 | $ 1.7 | $ 1.7 | 4.4 | |||||
Redeemable convertible preferred stock (in Dollars) | $ 4.4 | ||||||||
Common Stock [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Purchase price per share (in Dollars per share) | $ 5 | ||||||||
Ordinary shares outstanding | 5,978,960 | 5,978,960 | |||||||
Minimum [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Incurred net losses (in Dollars) | $ 51 | ||||||||
Maximum [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Incurred net losses (in Dollars) | $ 73.4 | ||||||||
FACT Class A Ordinary Shares [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Aggregate shares | 6,300,000 | 6,300,000 | |||||||
Originally shares issued | 34,500,000 | ||||||||
Ordinary shares outstanding | 11,243,496 | ||||||||
Common stock shares | 1 | 1 | 1 | 1 | |||||
Class B Ordinary Share [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Common stock shares | 1 | 1 | 1 | 1 | |||||
Solaria [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Aggregate shares | 420,000 | 420,000 | |||||||
PIPE Investors [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Aggregate shares | 1,570,000 | 1,570,000 | |||||||
PIPE Financing [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Aggregate gross proceeds (in Dollars) | $ 3.5 | $ 3.5 | |||||||
PIPE Subscription Agreement [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Forward purchase agreements | 60,000 | 60,000 | |||||||
Purchase price per share (in Dollars per share) | $ 5 | ||||||||
Maxeon [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Common stock shares | 1,100,000 | 1,100,000 | 1,100,000 | 1,100,000 | |||||
Solaria [Member] | |||||||||
Organization and Business Operations [Line Items] | |||||||||
Aggregate shares | 25,494,332 | 25,494,332 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Oct. 01, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) SUPPLIER CUSTOMER SEGMENT | Dec. 31, 2021 USD ($) CUSTOMER SUPPLIER | Dec. 31, 2020 USD ($) CUSTOMER SUPPLIER | |
Significant Accounting Policies [Line Items] | |||||
Restricted cash | $ 5,419 | $ 8,316 | $ 5,276 | ||
Deferred service cost | 1,000 | 1,300 | |||
Deferred commissions | 5,500 | 2,800 | 4,800 | ||
Deferred revenue | 2,500 | $ 3,900 | $ 3,900 | 4,500 | |
Additional paid in capital | 9,500 | ||||
Number of operating segments | SEGMENT | 1 | ||||
Off-balance sheet credit exposure | $ 0 | ||||
Capitalized internal-use software development costs | 1,500 | 1,100 | $ 500 | ||
Internal-use software ,remaining unamortized balance | 2,700 | 1,700 | |||
Impairment charges | 0 | 0 | 0 | ||
Deferred transaction costs | 1,100 | ||||
Advertising Expense | $ 0 | $ 0 | $ 0 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of customers | CUSTOMER | 3 | 1 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 27% | 50% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 18% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Three [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 14% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of customers | CUSTOMER | 1 | 1 | 1 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 47% | 63% | 81% | ||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of customers | SUPPLIER | 3 | 4 | 2 | ||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Two [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 89% | ||||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Three [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 74% | ||||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Four [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 87% | ||||
Additional Paid-in Capital [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Additional paid in capital | 5,700 | ||||
Restricted Cash [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Restricted cash | $ 3,800 | $ 3,900 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Statements of Cash Flows - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 1,661 | $ 4,409 | $ 5,276 |
Restricted cash | 3,758 | 3,907 | 0 |
Total cash, cash equivalents, and restricted cash | $ 5,419 | $ 8,316 | $ 5,276 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Allowance for Doubtful Accounts - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||||
Balance at beginning of period | $ 4,812 | $ 2,569 | $ 2,569 | $ 2,288 | $ 1,965 |
Provision charged to earnings | $ 4,269 | $ 716 | 2,074 | 364 | 337 |
Amounts written off, recoveries and other adjustments | 0 | 83 | 14 | ||
Balance at end of period | $ 4,812 | $ 2,569 | $ 2,288 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Revenue Recognized By Product and Services - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||||||
Total revenue | $ 24,590 | $ 12,260 | $ 66,887 | $ 48,974 | $ 66,475 | $ 68,816 | $ 29,378 |
Solar energy system installations [Member] | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total revenue | 23,915 | 11,120 | 64,511 | 46,214 | 62,896 | 66,958 | 29,378 |
Software enhanced services [Member] | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Total revenue | $ 675 | $ 1,140 | $ 2,376 | $ 2,760 | $ 3,579 | $ 1,858 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule Of Property, Plant and Equipment Useful Lives | Oct. 01, 2023 | Dec. 31, 2022 |
Manufacturing equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 1 year | |
Manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 3 years | |
Developed software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 5 years | 5 years |
Furniture & equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 3 years | |
Furniture & equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 3 years | |
Furniture & equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 5 years | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 5 years | |
Leasehold improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 3 years | |
Leasehold improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets Useful Life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) -Schedule of Finite-Lived Intangible Assets | Dec. 31, 2022 |
Assembled workforce [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Assembled workforce | 2 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2023 shares | Dec. 31, 2021 USD ($) | Jul. 31, 2019 USD ($) | Oct. 01, 2023 $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Feb. 29, 2016 shares | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Outstanding warrant | shares | 656,630 | 2,745,879 | |||||||
Price per share | $ / shares | $ 0.01 | ||||||||
Description warrant expires | 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 amended and restated warrant agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the amended and restated warrant 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 amended and restated warrant 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 | ||||||||
Unrealized gain loss on derivatives | $ (336) | $ (50) | |||||||
2019 SAFE [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Proceeds from the issue of derivative instruments linked to entities own equity | $ 100 | ||||||||
Numerator considered for calculation of shares issuable upon conversion | $ 50,000 | ||||||||
Discount on share price percentage | 20% | ||||||||
Option indexed to issuers equity settlement alternatives cash fair value | $ 100 | ||||||||
Gain or loss extinguishment of derivative instruments | $ 100 | ||||||||
2021 SAFE [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Proceeds from the issue of derivative instruments linked to entities own equity | $ 5,000 | ||||||||
Numerator considered for calculation of shares issuable upon conversion | $ 175,000 | $ 175,000 | |||||||
Discount on share price percentage | 20% | 20% | |||||||
2021 SAFE [Member] | Other Nonoperating Income (Expense) [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Gain or loss extinguishment of derivative instruments | $ 1,400 | ||||||||
Unrealized gain loss on derivatives | 1,300 | ||||||||
2022 SAFE [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Derivative instruments number of instruments converted into equity | shares | 8,171,662 | ||||||||
2019-A Convertible Notes [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Numerator value of convertible debt considered for conversion price | $ 75,000 | 75,000 | |||||||
Convertible debt at fair value | 100 | 100 | |||||||
2020-A Convertible Notes [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Convertible debt at fair value | 4,600 | 4,600 | |||||||
2021-A Convertible Notes [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Numerator value of convertible debt considered for conversion price | 200,000 | 200,000 | |||||||
Convertible debt at fair value | $ 4,800 | $ 4,800 | |||||||
Warrants Remaining Private Assumption Exercise Price One [Member] | Series D Preferred Stock Warrants Tranche One [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Warrants or rights outstanding measurement input | shares | 2.04 | ||||||||
Warrants Remaining Private Assumption Exercise Price One [Member] | Series D Preferred Stock Warrants Tranche Two [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Warrants or rights outstanding measurement input | shares | 4.09 | ||||||||
Probability Of Conversion Into Equity Instruments One [Member] | 2019 SAFE [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Derivatives measurement input | 6 | ||||||||
Probability Of Conversion Into Equity Instruments Two [Member] | 2019 SAFE [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Derivatives measurement input | 0.8 | ||||||||
Redeemable Convertible Preferred Stock Warrant Liability [Member] | Despac Acquisition Assumption Exercise Price One [Member] | Series D Preferred Stock Warrants Tranche One [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Warrants or rights outstanding measurement input | shares | 2.5 | ||||||||
Redeemable Convertible Preferred Stock Warrant Liability [Member] | Despac Acquisition Assumption Exercise Price One [Member] | Series D Preferred Stock Warrants Tranche Two [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Warrants or rights outstanding measurement input | shares | 5 | ||||||||
Redeemable Convertible Preferred Stock Warrant Liability [Member] | Spac Exists [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Warrants or rights outstanding measurement input | 0.7 | ||||||||
Redeemable Convertible Preferred Stock Warrant Liability [Member] | Warrants Remaining Private [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Warrants or rights outstanding measurement input | 0.3 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities - USD ($) $ in Thousands | 9 Months Ended | ||||
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Financial Liabilities | |||||
Carlyle warrants | $ 7,683 | ||||
Public warrants | 1,413 | ||||
Private placement warrants | 1,027 | ||||
Working capital warrants | 117 | ||||
Forward purchase agreement liabilities | [1] | 6,586 | |||
Redeemable convertible preferred stock warrant liability | 14,152 | $ 1,129 | |||
Convertible debt embedded derivatives | 0 | 1,481 | $ 579 | ||
SAFE agreements | 6,397 | ||||
Total | 16,826 | 14,152 | 9,007 | ||
Fair Value, Inputs, Level 1 [Member] | |||||
Financial Liabilities | |||||
Carlyle warrants | |||||
Public warrants | 1,413 | ||||
Private placement warrants | |||||
Working capital warrants | |||||
Forward purchase agreement liabilities | |||||
Redeemable convertible preferred stock warrant liability | |||||
Convertible debt embedded derivatives | |||||
SAFE agreements | |||||
Total | 1,413 | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
Financial Liabilities | |||||
Carlyle warrants | |||||
Public warrants | |||||
Private placement warrants | 1,027 | ||||
Working capital warrants | 117 | ||||
Forward purchase agreement liabilities | |||||
Redeemable convertible preferred stock warrant liability | |||||
Convertible debt embedded derivatives | |||||
SAFE agreements | |||||
Total | 1,144 | ||||
Fair Value, Inputs, Level 3 [Member] | |||||
Financial Liabilities | |||||
Carlyle warrants | 7,683 | ||||
Public warrants | |||||
Private placement warrants | |||||
Working capital warrants | |||||
Forward purchase agreement liabilities | 6,586 | ||||
Redeemable convertible preferred stock warrant liability | 14,152 | 1,129 | |||
Convertible debt embedded derivatives | 1,481 | ||||
SAFE agreements | 6,397 | ||||
Total | $ 14,269 | $ 14,152 | $ 9,007 | ||
[1]Includes $5.6 million and zero of liabilities due to related parties as of October 1, 2023 and December 31, 2022, respectively. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Warrants Based on a Black Scholes Option Pricing Method. - $ / shares | 9 Months Ended | 12 Months Ended | |
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Series B Redeemable Convertible Preferred Stock Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term | 3 years 1 month 6 days | 4 years 1 month 6 days | |
Expected volatility | 72.50% | 73% | |
Risk-free interest rate | 4.20% | 1.10% | |
Expected dividend yield | 0% | 0% | |
Series C Redeemable Convertible Preferred Stock Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term | 3 years 7 months 6 days | 4 years 7 months 6 days | |
Expected volatility | 72.50% | 73% | |
Risk-free interest rate | 4% | 1.20% | |
Expected dividend yield | 0% | 0% | |
Series D-7 Redeemable Convertible Preferred Stock Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term | 1 year 6 months | ||
Expected volatility | 78.50% | 0% | |
Risk-free interest rate | 4.70% | 0% | |
Expected dividend yield | 0% | 0% | |
Public, Private Placement and Working Capital Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term | 7 years | ||
Expected volatility | 77% | ||
Risk-free interest rate | 3.92% | ||
Expected dividend yield | 0% | ||
Convertible Promissory Notes [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term | 1 year 9 months 18 days | ||
Expected volatility | 178% | ||
Risk-free interest rate | 5.12% | ||
Common stock trading price (in Dollars per share) | $ 2.1 | ||
Simulation period |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Significant Unobservable Inputs (Level 3), and the Change in Fair Value Recorded in Other Income (Expense),net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 1,129 | $ 799 |
Change in fair value | 5,211 | 330 |
Assumption of SAFEs in Solaria acquisition | 0 | |
Ending Balance | 14,152 | 1,129 |
Warrant [Member] | Convertible Debt [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 0 | |
Warrant [Member] | Issuance of 2021-Rogers SAFE [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 0 | |
Warrant [Member] | Conversion of debt into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | 0 | |
Warrant [Member] | Conversion of SAFEs into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | 0 | |
Warrant [Member] | Conversion of SAFEs from Solaria acquisition into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | 0 | |
Warrant [Member] | Issuance of Series D Warrants Tranche A | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 6,527 | |
Warrant [Member] | Issuance of Series D Warrants Tranche B | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 1,285 | |
Convertible Debt Embedded Derivatives [member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 1,481 | 579 |
Change in fair value | 0 | 336 |
Assumption of SAFEs in Solaria acquisition | 0 | |
Ending Balance | 0 | 1,481 |
Convertible Debt Embedded Derivatives [member] | Convertible Debt [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 566 | |
Convertible Debt Embedded Derivatives [member] | Issuance of 2021-Rogers SAFE [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 0 | |
Convertible Debt Embedded Derivatives [member] | Conversion of debt into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | (1,481) | |
Convertible Debt Embedded Derivatives [member] | Conversion of SAFEs into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | 0 | |
Convertible Debt Embedded Derivatives [member] | Conversion of SAFEs from Solaria acquisition into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | 0 | |
Convertible Debt Embedded Derivatives [member] | Issuance of Series D Warrants Tranche A | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 0 | |
Convertible Debt Embedded Derivatives [member] | Issuance of Series D Warrants Tranche B | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 0 | |
SAFEs [member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 6,397 | 91 |
Change in fair value | 0 | 1,306 |
Assumption of SAFEs in Solaria acquisition | 60,470 | |
Ending Balance | 0 | 6,397 |
SAFEs [member] | Convertible Debt [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 0 | |
SAFEs [member] | Issuance of 2021-Rogers SAFE [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | $ 5,000 | |
SAFEs [member] | Conversion of debt into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | 0 | |
SAFEs [member] | Conversion of SAFEs into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | (6,397) | |
SAFEs [member] | Conversion of SAFEs from Solaria acquisition into preferred shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion of preferred shares | (60,470) | |
SAFEs [member] | Issuance of Series D Warrants Tranche A | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | 0 | |
SAFEs [member] | Issuance of Series D Warrants Tranche B | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuances | $ 0 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Reconciles the Change in Value of the Redeemable Convertible Preferred Stock Warrant Liability - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Reconciles The Change In Value Of The Redeemable Convertible Preferred Stock Warrant Liability [Line Items] | ||||||
Change in fair value | $ (26,314) | $ 142 | $ 5,211 | $ 330 | $ (24) | |
Ending | 7,683 | |||||
Series B Warrants [Member] | ||||||
Schedule Of Reconciles The Change In Value Of The Redeemable Convertible Preferred Stock Warrant Liability [Line Items] | ||||||
Change in fair value | $ 100 | |||||
Redeemable Convertible Preferred Stock [Member] | ||||||
Schedule Of Reconciles The Change In Value Of The Redeemable Convertible Preferred Stock Warrant Liability [Line Items] | ||||||
Beginning | 14,152 | 1,129 | 1,129 | 799 | ||
Change in fair value | 5,211 | 330 | ||||
Issuance of warrants in connection with acquisition of Solaria (Note 3) | 7,812 | |||||
Ending | 14,152 | 14,152 | 1,129 | 799 | ||
Redeemable Convertible Preferred Stock [Member] | Series B Warrants [Member] | ||||||
Schedule Of Reconciles The Change In Value Of The Redeemable Convertible Preferred Stock Warrant Liability [Line Items] | ||||||
Beginning | 50 | 8 | 8 | 5 | ||
Change in fair value | 42 | 3 | ||||
Issuance of warrants in connection with acquisition of Solaria (Note 3) | 0 | |||||
Ending | 50 | 50 | 8 | 5 | ||
Redeemable Convertible Preferred Stock [Member] | Series C Warrants [Member] | ||||||
Schedule Of Reconciles The Change In Value Of The Redeemable Convertible Preferred Stock Warrant Liability [Line Items] | ||||||
Beginning | 6,290 | 1,121 | 1,121 | 794 | ||
Change in fair value | 5,169 | 327 | ||||
Issuance of warrants in connection with acquisition of Solaria (Note 3) | 0 | |||||
Ending | 6,290 | 6,290 | 1,121 | 794 | ||
Redeemable Convertible Preferred Stock [Member] | Series D Tranche A Warrants [Member] | ||||||
Schedule Of Reconciles The Change In Value Of The Redeemable Convertible Preferred Stock Warrant Liability [Line Items] | ||||||
Beginning | 6,527 | 0 | 0 | 0 | ||
Change in fair value | 0 | 0 | ||||
Issuance of warrants in connection with acquisition of Solaria (Note 3) | 6,527 | |||||
Ending | 6,527 | 6,527 | 0 | 0 | ||
Redeemable Convertible Preferred Stock [Member] | Series D Tranche B Warrants [Member] | ||||||
Schedule Of Reconciles The Change In Value Of The Redeemable Convertible Preferred Stock Warrant Liability [Line Items] | ||||||
Beginning | $ 1,285 | $ 0 | 0 | 0 | ||
Change in fair value | 0 | 0 | ||||
Issuance of warrants in connection with acquisition of Solaria (Note 3) | 1,285 | |||||
Ending | $ 1,285 | $ 1,285 | $ 0 | $ 0 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Reconciliation of Embedded Derivative Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure In Tabular Form Of Reconciliation Of Embedded Derivative Liability [Line Items] | ||
Beginning balance | $ 1,481 | $ 579 |
Issuance of 2021-A Convertible Notes | 566 | |
Change in fair value | 366 | |
Extinguishment upon Series D issuance | (1,481) | |
Ending balance | 0 | 1,481 |
2020-A Convertible Notes [Member] | ||
Disclosure In Tabular Form Of Reconciliation Of Embedded Derivative Liability [Line Items] | ||
Beginning balance | 795 | 561 |
Issuance of 2021-A Convertible Notes | 0 | |
Change in fair value | 234 | |
Extinguishment upon Series D issuance | (795) | |
Ending balance | 0 | 795 |
2021-A Convertible Notes [Member] | ||
Disclosure In Tabular Form Of Reconciliation Of Embedded Derivative Liability [Line Items] | ||
Beginning balance | 651 | 0 |
Issuance of 2021-A Convertible Notes | 566 | |
Change in fair value | 85 | |
Extinguishment upon Series D issuance | (651) | |
Ending balance | 0 | 651 |
2019-A Convertible Notes [Member] | ||
Disclosure In Tabular Form Of Reconciliation Of Embedded Derivative Liability [Line Items] | ||
Beginning balance | 35 | 18 |
Issuance of 2021-A Convertible Notes | 0 | |
Change in fair value | 17 | |
Extinguishment upon Series D issuance | (35) | |
Ending balance | $ 0 | $ 35 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Next Equity Financing Based on Inputs Included in a Black-Scholes Model - Simple Agreement For Future Equity Instruments [Member] | Dec. 31, 2021 USD ($) yr |
Expected fair value of preferred stock [Member] | |
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Fair Value Measurement Of Simple Agreements For Future Equity Instruments [Line Items] | |
Expected fair value of preferred stock | $ | $ 4,840 |
Expected term [Member] | |
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Fair Value Measurement Of Simple Agreements For Future Equity Instruments [Line Items] | |
Derivative liability, measurement input | yr | 0.2 |
Volatility [Member] | |
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Fair Value Measurement Of Simple Agreements For Future Equity Instruments [Line Items] | |
Derivative liability, measurement input | 0.764 |
Risk-free interest rate [Member] | |
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Fair Value Measurement Of Simple Agreements For Future Equity Instruments [Line Items] | |
Derivative liability, measurement input | 0.1 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reverse Recapitalization [Line Items] | |||
Net cash proceeds | $ 19,700 | $ 19,700 | |
Common shares issued (in Shares) | 45,312,243 | 19,932,429 | 9,806,143 |
Common shares outstanding (in Shares) | 45,312,243 | 19,932,429 | 9,806,143 |
Professional fees | $ 15,800 | $ 15,800 | |
Additional paid in capital | 276,438 | 190,624 | $ 34,504 |
Incurred cost | 5,200 | 5,200 | |
Company incurred cost | 10,600 | $ 10,600 | |
Transaction costs | $ 5,400 | ||
Common Class A [Member] | |||
Reverse Recapitalization [Line Items] | |||
Common shares issued (in Shares) | 45,290,553 | 45,290,553 | |
Common shares outstanding (in Shares) | 34,500,000 | 34,500,000 | |
Legacy Complete Solaria [Member] | |||
Reverse Recapitalization [Line Items] | |||
Additional paid in capital | $ 15,800 | $ 15,800 | |
Legacy Complete Solaria [Member] | Common Class A [Member] | |||
Reverse Recapitalization [Line Items] | |||
Common shares outstanding (in Shares) | 45,290,553 | 45,290,553 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger $ in Thousands | 9 Months Ended |
Oct. 01, 2023 USD ($) | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Less: cash payment | $ (1,170) |
Net cash proceeds upon the closing of the merger and PIPE financing | 19,658 |
Net contributions from the Merger and PIPE financing upon closing | 9,523 |
PIPE [Member] | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Cash proceeds | 12,800 |
FACT [Member] | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Cash proceeds | 36,539 |
Less: cash payment | (10,680) |
Less: non-cash net liabilities assumed from FACT | (10,135) |
FPA [Member] | |
Reverse Recapitalization (Details) - Schedule of Reconciles Elements of the Merger [Line Items] | |
Less: cash payment | $ (17,831) |
Reverse Recapitalization (Det_3
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding - shares | 9 Months Ended | 12 Months Ended | |
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | |||
Ordinary Shares, outstanding prior to Merger | 45,312,243 | 19,932,429 | 9,806,143 |
Shares issued | 518,752 | ||
Less: redemption of FACT Class A Ordinary Shares | (31,041,243) | (31,041,243) | |
Total shares from the Mergers and PIPE Financing | 19,796,221 | 19,796,221 | |
Legacy Complete Solaria shares | 20,034,257 | 20,034,257 | |
2022 Convertible Note Shares | 5,460,075 | 5,460,075 | |
Shares of Complete Solaria Common stock immediately after merger | 45,290,553 | 45,290,553 | |
FACT Class A Ordinary Shares [Member] | |||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | |||
Ordinary Shares, outstanding prior to Merger | 34,500,000 | 34,500,000 | |
FACT Class B Ordinary Shares [Member] | |||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | |||
Ordinary Shares, outstanding prior to Merger | 8,625,000 | 8,625,000 | |
Sponsor [Member] | |||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | |||
Bonus shares issued | 193,976 | 193,976 | |
PIPE Financing [Member] | |||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | |||
Bonus shares issued | 120,000 | 120,000 | |
Shares issued | 1,690,000 | 1,690,000 | |
FPA Agreements [Member] | |||
Reverse Recapitalization (Details) - Schedule of Common Stock Outstanding [Line Items] | |||
Bonus shares issued | 150,000 | 150,000 | |
Shares issued | 5,558,488 | 5,558,488 |
Forward Purchase Agreements (De
Forward Purchase Agreements (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 01, 2023 | Sep. 30, 2022 | [1] | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | [2] | ||||
Forward Purchase Agreements [Line Items] | ||||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Purchase percentage | 9.90% | |||||||||
Initial price | $ 5 | |||||||||
Number of shares | $ 2 | |||||||||
Issued shares (in shares) | 518,752 | |||||||||
Other income (expense) | $ (4,009,000) | [1] | $ 76,000 | $ (4,810,000) | [2] | $ (1,330,000) | [2] | $ (462,000) | ||
Fair value of prepaid forward purchase agreements | 100,000 | |||||||||
Prepaid forward purchase liability | 6,700,000 | |||||||||
Purchase liabilities | $ 0 | $ 25,200,000 | ||||||||
Complete Solaria Common Stock [Member] | ||||||||||
Forward Purchase Agreements [Line Items] | ||||||||||
Issued shares (in shares) | 6,720,000 | |||||||||
FPA'S [Member] | ||||||||||
Forward Purchase Agreements [Line Items] | ||||||||||
Aggregate shares | 6,720,000 | |||||||||
Initial price | $ 10.56 | |||||||||
Issued shares (in shares) | 6,300,000 | |||||||||
Other income (expense) | $ 35,500,000 | |||||||||
Purchase liabilities | $ 6,600,000 | |||||||||
[1]Non-cash interest expense to related parties of $0.1 million and $0.4 million during the thirteen and thirty-nine weeks ended October 1, 2023, respectively, and zero and $0.1 million during the three and nine months ended September 30, 2022, respectively.[2]Non-cash interest expense to related parties of $0.3 million, $0.7 million and $0.2 million during the years ended December 31, 2022, 2021 and 2020, respectively. |
Business Combination (Details)
Business Combination (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Nov. 04, 2022 | Oct. 01, 2023 | Dec. 31, 2022 | |
Business Combination [Line Items] | |||
Goodwill | $ 119.4 | ||
Goodwill, period | 15 years | ||
Acquisition costs | $ 1.3 | ||
Solaria Acquisition [Member] | |||
Business Combination [Line Items] | |||
Consideration paid | $ 89.1 | ||
Consideration paid in cash | $ 0.1 | ||
Shares, issued (in Shares) | 2,844,550 | ||
Fair value | $ 17.3 | ||
Payment of seller incurred transaction expenses | 1.5 | ||
Unvested stock options | $ 14.1 | ||
Recognized deferred tax assets | $ 45.9 | $ 45.9 | |
Solaria Acquisition [Member] | Common Stock [Member] | |||
Business Combination [Line Items] | |||
Shares, issued (in Shares) | 78,962 | ||
Fair value | $ 17.3 | ||
Solaria Acquisition [Member] | Preferred Stock [Member] | |||
Business Combination [Line Items] | |||
Shares, issued (in Shares) | 6,803,549 | ||
Fair value | $ 52.2 | ||
Solaria Acquisition [Member] | Stock Options [Member] | |||
Business Combination [Line Items] | |||
Fair value | $ 10 | ||
Solaria Acquisition [Member] | Warrant [Member] | Common Stock [Member] | |||
Business Combination [Line Items] | |||
Shares, issued (in Shares) | 1,376,414 | ||
Fair value | $ 0.2 | ||
Solaria Acquisition [Member] | Warrant [Member] | Preferred Stock [Member] | |||
Business Combination [Line Items] | |||
Shares, issued (in Shares) | 5,382,599 | ||
Fair value | $ 7.8 |
Business Combination (Details)
Business Combination (Details) - Schedule of Assets Acquired and Liabilities Assumed - Business Combination [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Business Combination (Details) - Schedule of Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash, cash equivalents and restricted cash | $ 5,402 | $ 5,402 |
Accounts receivable | 4,822 | 4,822 |
Inventories | 5,354 | 5,354 |
Prepaid expenses and other current assets | 8,569 | 8,569 |
Property and equipment | 830 | 830 |
Operating lease right-of-use assets | 1,619 | 1,619 |
Intangible assets | 43,100 | 43,100 |
Other non-current assets | 112 | 112 |
Total identifiable assets acquired | 69,808 | 69,808 |
Accounts payable | 4,210 | 4,210 |
Accrued expenses and other current liabilities | 11,845 | 11,845 |
Notes payable | 20,823 | 20,823 |
Deferred revenue | 73 | 73 |
Operating lease liabilities, net of current portion | 1,132 | 1,132 |
Warranty provision, noncurrent | 1,566 | 1,566 |
SAFE agreements | 60,470 | 60,470 |
Total identifiable liabilities assumed | 100,119 | 100,119 |
Net identifiable liabilities assumed | 30,311 | 30,311 |
Goodwill | 119,422 | 119,422 |
Total aggregate consideration paid | $ 89,111 | $ 89,111 |
Business Combination (Details_2
Business Combination (Details) - Schedule of Intangible Assets Acquired - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Combination (Details) - Schedule of Intangible Assets Acquired [Line Items] | |||
Total intangible asset | $ 43,100 | $ 43,100 | $ 72 |
Trademarks [Member] | |||
Business Combination (Details) - Schedule of Intangible Assets Acquired [Line Items] | |||
Total intangible asset | 5,700 | 5,700 | |
Developed technology [Member] | |||
Business Combination (Details) - Schedule of Intangible Assets Acquired [Line Items] | |||
Total intangible asset | 12,700 | 12,700 | |
Customer relationships [Member] | |||
Business Combination (Details) - Schedule of Intangible Assets Acquired [Line Items] | |||
Total intangible asset | $ 24,700 | $ 24,700 |
Business Combination (Details_3
Business Combination (Details) - Schedule of Unaudited Combined Pro Forma Information - Business Combination [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Combination (Details) - Schedule of Unaudited Combined Pro Forma Information [Line Items] | ||
Revenues | $ 22,267 | $ 79,800 |
Net loss | $ (26,498) | $ (49,935) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Inventory deposits | $ 3,497 | $ 6,255 | $ 0 |
Prepaid sales commissions | 5,509 | 2,838 | 4,771 |
Other | 941 | 978 | 184 |
Total prepaid expenses and other current assets | $ 9,947 | $ 10,071 | $ 4,955 |
Divestiture (Details) - Schedul
Divestiture (Details) - Schedule of Operations and Comprehensive Income (Loss) Related to Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Oct. 01, 2023 | Dec. 31, 2022 | |
Schedule of Operations and Comprehensive Income Related to Discontinued Operations [Abstract] | |||
Revenues | $ 3,774 | $ 29,048 | $ 13,325 |
Cost of revenues | 4,102 | 30,609 | 12,847 |
Gross loss | (328) | (1,561) | 478 |
Operating expenses: | |||
Sales and marketing | 2,425 | 6,855 | 1,315 |
General and administrative | 5,681 | 12,572 | 617 |
Total operating expenses | 8,106 | 19,427 | 1,932 |
Loss from discontinued operations | (8,434) | (20,988) | $ (1,454) |
Other income (expense), net | 31 | 32 | |
Loss from discontinued operations before income taxes | (8,403) | (20,956) | |
Income tax benefit (provision) | (1) | 3 | |
Impairment loss from discontinued operations | (147,505) | (147,505) | |
Net loss from discontinued operations | $ (155,909) | $ (168,458) |
Divestiture (Details) - Sched_2
Divestiture (Details) - Schedule of Major Categories of Assets and Liabilities Held for Sale - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 |
Schedule of Major Categories of Assets and Liabilities Held for Sale [Abstract] | ||
Intangible assets, net | $ 12,299 | $ 42,610 |
Goodwill | 119,422 | |
Long-term assets held for sale | $ 12,299 | $ 162,032 |
Divestiture (Details)
Divestiture (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Oct. 01, 2023 | Dec. 31, 2022 | |
Schedule of Operations and Comprehensive Income Related to Discontinued Operations [Abstract] | ||
Depreciation and amortization, discontinued operations | $ 0.5 | |
Discontinued Operations [Member] | ||
Schedule of Operations and Comprehensive Income Related to Discontinued Operations [Abstract] | ||
Stock-based compensation expense | $ 0.5 | |
Solaria Acquisition Member | ||
Schedule of Operations and Comprehensive Income Related to Discontinued Operations [Abstract] | ||
Impairment expense goodwill | $ 119.4 | |
Impairment expense intangible assets | 28.1 | |
Loss on disposal | $ 1.8 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 7,488 | $ 5,954 | $ 3,610 |
Less accumulated depreciation and amortization | (3,303) | (2,478) | (1,852) |
Total property and equipment, net | $ 4,185 | $ 3,476 | 1,758 |
Developed software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 5 years | 5 years | |
Total property and equipment | $ 6,559 | $ 5,054 | 3,540 |
Manufacturing equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3 years | ||
Total property and equipment | $ 131 | 102 | 70 |
Furniture and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3 years | ||
Total property and equipment | $ 90 | 90 | 0 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 5 years | ||
Total property and equipment | $ 708 | $ 708 | $ 0 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2023 | Oct. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net [Abstract] | ||||||||||
Depreciation and amortization expense | $ 300 | $ 200 | $ 600 | $ 400 | $ 600 | $ 500 | $ 300 | |||
Impairment charges on tangible assets | $ 1,700 | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 21, 2021 | Oct. 01, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill impairment | $ 119,400,000 | $ 119,400,000 | |||||||
Goodwill | $ 0 | $ 0 | 0 | $ 119,400,000 | |||||
General and administrative expense | $ 100,000 | $ 100,000 | |||||||
Amortization expense related to intangible assets | 738,000 | 17,000 | 2,228,000 | 51,000 | 100,000 | $ 100,000 | $ 0 | ||
Two Thousand And Twenty Three [Member] | |||||||||
Indefinite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expense related to intangible assets | $ 100 | ||||||||
Assembled Workforce Member | |||||||||
Indefinite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expense related to intangible assets | $ 0 | $ 17,000 | $ 4,000 | $ 51,000 | |||||
Finite-lived intangible asset, useful life | 2 years | ||||||||
Current Insight [Member] | |||||||||
Indefinite-Lived Intangible Assets [Line Items] | |||||||||
Consideration for the asset acquisition | $ 200,000 | ||||||||
Asset Acquisition, Liabilities Incurred | $ 100,000 | ||||||||
Current Insight [Member] | Common Stock [Member] | |||||||||
Indefinite-Lived Intangible Assets [Line Items] | |||||||||
Asset acquisition, number of shares issued | 30,000 | ||||||||
Asset acquisition, fair value of shares issued | $ 100,000 | ||||||||
General and Administrative Expense [Member] | |||||||||
Indefinite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expense related to intangible assets | $ 100,000 | $ 100,000 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 43,237 | $ 43,237 | |
Impairment | (28,083) | ||
Held for Sale | (12,299) | ||
Accumulated Amortization | (2,855) | (627) | |
Net Amount | 0 | 42,610 | |
Assembled Workforce [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 137 | 137 | $ 137 |
Impairment | 0 | ||
Held for Sale | 0 | ||
Accumulated Amortization | (137) | (133) | (65) |
Net Amount | 0 | $ 4 | $ 72 |
Weighted- Average Remaining Life (Years) | 1 month 6 days | ||
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 5,700 | $ 5,700 | |
Impairment | (3,714) | ||
Held for Sale | (1,463) | ||
Accumulated Amortization | (523) | (95) | |
Net Amount | 0 | $ 5,605 | |
Weighted- Average Remaining Life (Years) | 9 years 9 months 18 days | ||
Customer relationship [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 24,700 | $ 24,700 | |
Impairment | (16,094) | ||
Held for Sale | (7,577) | ||
Accumulated Amortization | (1,029) | (187) | |
Net Amount | 0 | $ 24,513 | |
Weighted- Average Remaining Life (Years) | 21 years 9 months 18 days | ||
Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 12,700 | $ 12,700 | |
Impairment | (8,275) | ||
Held for Sale | (3,259) | ||
Accumulated Amortization | (1,166) | (212) | |
Net Amount | $ 0 | $ 12,488 | |
Weighted- Average Remaining Life (Years) | 9 years 9 months 18 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of Amortization Expense Related to Intangible Assets - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | |||||||
Total amortization expense | $ 738 | $ 17 | $ 2,228 | $ 51 | $ 100 | $ 100 | $ 0 |
Assembled workforce [Member] | |||||||
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | |||||||
Total amortization expense | 0 | 17 | 4 | 51 | |||
Trademarks [Member] | |||||||
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | |||||||
Total amortization expense | 142 | 0 | 428 | 0 | |||
Customer relationship [Member] | |||||||
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | |||||||
Total amortization expense | 279 | 0 | 843 | 0 | |||
Developed technology [Member] | |||||||
Schedule of Amortization Expense Related to Intangible Assets [Abstract] | |||||||
Total amortization expense | $ 317 | $ 0 | $ 953 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accrued compensation and benefits | $ 3,666 | $ 3,940 | $ 3,498 |
Customer deposits | 1,167 | 930 | 1,375 |
Uninvoiced contract costs | 3,554 | 1,914 | 2,180 |
Inventory received but not invoiced | 1,391 | 972 | 0 |
Accrued term loan and revolving loan amendment and final payment fees | 2,175 | 2,400 | 0 |
Accrued legal settlements | 2,955 | 1,853 | 0 |
Accrued taxes | 931 | 1,245 | 0 |
Accrued rebates and credits | 880 | 1,076 | 0 |
Operating lease liabilities, current | 720 | 958 | 390 |
Revenue warranty | 918 | 0 | |
Deferred underwriters' discount payable | 3,019 | 0 | |
Accrued warranty, current | 605 | 767 | 600 |
Other accrued liabilities | 4,693 | 3,775 | 1,304 |
Total accrued expenses and other current liabilities | $ 26,674 | $ 19,830 | $ 9,347 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | |
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Other Income (Expense), Net [Line Items] | |||||
Other income | $ 0.3 | $ 0 | $ 0.7 | $ 1.4 | $ 1.4 |
Other expense related parties | 30.7 | ||||
Related Party [Member] | |||||
Other Income (Expense), Net [Line Items] | |||||
Other income | 0.3 | ||||
Other expense related parties | $ 5.9 | $ 5.9 |
Other Income (Expense), Net (_2
Other Income (Expense), Net (Details) - Schedule of Other Income (Expense), Net - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 01, 2023 | [3] | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||||||
Schedule of Other Income (Expense), Net [Abstract] | |||||||||||||||||
Change in fair value of SAFE agreements | $ 0 | $ (1,306) | $ (15) | ||||||||||||||
Change in fair value of redeemable convertible preferred stock warrant liability | $ 39 | $ 3 | $ 9,455 | $ (142) | |||||||||||||
Change in fair value of Carlyle warrants | 12,689 | 12,689 | |||||||||||||||
Change in fair value of derivative liabilities | 0 | (336) | (50) | ||||||||||||||
Change in fair value of warrant liabilities | (5,211) | (330) | 24 | ||||||||||||||
Change in fair value of FACT public, private placement and working capital warrants | 4,170 | 4,170 | |||||||||||||||
Gain on extinguishment of convertible notes and SAFE agreements | [1] | [1] | [1] | 3,235 | [1] | 3,235 | [2] | 0 | [2] | 0 | [2] | ||||||
Loss on CS Solis debt extinguishment | (10,338) | (10,338) | |||||||||||||||
Bonus shares issued in connection with the Merger | $ (2,394) | (2,394) | [4] | [4] | (2,394) | [3],[4] | [4] | ||||||||||
Issuance of forward purchase agreements | [5] | 76 | 76 | ||||||||||||||
Change in fair value of forward purchase agreement liabilities | [6] | (6,661) | (6,661) | ||||||||||||||
Issuance of shares in connection with the forward purchase agreements | [7] | (35,490) | (35,490) | ||||||||||||||
Forgiveness of Paycheck Protection Plan loan | 0 | 1,754 | 0 | ||||||||||||||
Other, net | (94) | 1 | 191 | 87 | 118 | (22) | 0 | ||||||||||
Total other income (expense), net | $ (38,003) | $ 4 | $ (28,302) | $ 3,180 | $ (1,858) | $ (240) | $ (41) | ||||||||||
[1]Includes zero and $1.4 million of other income for the three and nine months ended September 30, 2022, respectively, recognized upon the conversion of related party convertible notes and SAFEs.[2]Includes $1.4 million of other income recognized upon the conversion of related party convertible notes and SAFEs[3]Includes 120,000 shares of Complete Solaria Common Stock issued to related parties.[4]Includes $0.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for bonus shares issued to related parties in connection with the Mergers.[5]Includes $0.3 million of other income for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties.[6]Includes $5.9 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for forward purchase agreements entered into with related parties.[7]Includes $30.7 million of other expense for each of the thirteen and thirty-nine weeks ended October 1, 2023 for shares issued to related parties in connection with the forward purchase agreements. |
Common Stock (Details)
Common Stock (Details) - shares | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stocks, shares authorized | 1,000,000,000 | 60,000,000 | 13,547,943 |
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock issued | |||
Common Stock [Member] | |||
Common stocks, shares authorized | 28,978,046 | 13,547,878 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of Reserved Shares of Common Stock - USD ($) | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Reserved Shares of Common Stock [Abstract] | |||
Common stock warrants | 27,637,266 | 3,389,005 | 690,236 |
Employee stock purchase plan (in Dollars) | $ 2,628,996 | ||
Stock options and RSUs, issued and outstanding | 7,013,514 | ||
Stock options and RSUs, authorized for future issuance | 8,625,023 | ||
Stock options, issued and outstanding | 4,970,395 | 2,135,454 | |
Stock options, authorized for future issuance | 369,907 | 141,644 | |
SAFE agreement | 0 | 341,604 | |
Convertible notes | 0 | 1,621,299 | |
Total shares reserved | 45,904,799 | 8,729,307 | 4,930,237 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 31, 2023 | Jul. 18, 2023 | May 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 01, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2022 | Aug. 31, 2021 | May 31, 2021 | Jan. 31, 2020 | Jul. 30, 2016 | Feb. 29, 2016 | |
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 656,630 | 173,067 | |||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||||
Fair value of warrant | $ (26,314,000) | $ 142,000 | $ 5,211,000 | $ 330,000 | $ (24,000) | ||||||||||||||
Dividend yield | $ 0 | ||||||||||||||||||
Risk free interest rate | 1.90% | ||||||||||||||||||
Outstanding warrants (in Shares) | 3,389,005 | 690,236 | 27,637,266 | 27,637,266 | 3,389,005 | 690,236 | |||||||||||||
Warrent purchase shares (in Shares) | 8,625,000 | ||||||||||||||||||
Description warrant expires | 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 amended and restated warrant agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the amended and restated warrant 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 amended and restated warrant 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 | ||||||||||||||||||
Warrant vesting (in Shares) | 150,000 | 150,000 | |||||||||||||||||
Warrant liability | $ 20,400,000 | ||||||||||||||||||
Reduction to additional paid-in capital | 9,500,000 | $ 9,500,000 | |||||||||||||||||
Other Income | $ 12,700,000 | ||||||||||||||||||
Preferred stock exercisable share (in Shares) | 518,752 | 518,752 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||||
Working capital warrants | $ 117,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant vesting (in Shares) | 350,000 | 350,000 | |||||||||||||||||
Reduction to additional paid-in capital | $ 10,900,000 | $ 10,900,000 | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.38 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 2,525 | ||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.62 | ||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 5,054 | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 2,300,000 | $ 6,300,000 | $ 1,100,000 | ||||||||||||||||
Number of share exercisable (in Shares) | 482,969 | 482,969 | 482,969 | 482,969 | |||||||||||||||
Series B Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 4.3 | ||||||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||||||
Series B Warrants [Member] | Common Class A [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 100,000 | $ 100,000 | |||||||||||||||||
Series C Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 148,477 | ||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||
Expected term | 10 years | ||||||||||||||||||
Expected volatility, percentage | 62.50% | ||||||||||||||||||
Risk free interest rate, percentage | 1.50% | ||||||||||||||||||
Dividend yield | $ 0 | ||||||||||||||||||
Series C-1 Warrants (Converted to Common Stock Warrants) [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||||||
Fair value of warrant | 100,000 | ||||||||||||||||||
SVB Common Stock Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 100,000 | $ 100,000 | |||||||||||||||||
Expected term | 12 years | ||||||||||||||||||
Expected volatility, percentage | 73% | ||||||||||||||||||
SVB Common Stock Warrants [Member] | Minimum [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 2,472 | ||||||||||||||||||
Risk free interest rate | 1.30% | ||||||||||||||||||
SVB Common Stock Warrants [Member] | Maximum [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Risk free interest rate | 1.70% | ||||||||||||||||||
SVB Common Stock Warrants [Member] | Common Stock [Member] | Minimum [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 2,473 | ||||||||||||||||||
Promissory Note Common Stock Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 24,148 | ||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||||||
Expected term | 10 years | ||||||||||||||||||
Expected volatility, percentage | 73% | ||||||||||||||||||
Risk free interest rate, percentage | 1.50% | ||||||||||||||||||
Dividend yield | $ 0 | ||||||||||||||||||
Carlyle Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 2,887,643 | ||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||||||
Fair value of warrant | $ 7,700,000 | ||||||||||||||||||
Number of share exercisable (in Shares) | 1,995,870 | ||||||||||||||||||
Expected term | 7 years | ||||||||||||||||||
Expected volatility, percentage | 77% | ||||||||||||||||||
Risk free interest rate | 3.90% | ||||||||||||||||||
Outstanding warrants (in Shares) | 1,995,879 | ||||||||||||||||||
Warrent purchase shares (in Shares) | 1,995,879 | ||||||||||||||||||
Description warrant expires | 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. | ||||||||||||||||||
Carlyle Warrants [Member] | Warrant [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Number of share exercisable (in Shares) | 1,995,879 | ||||||||||||||||||
Carlyle Warrants [Member] | Common Stock [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 2,886,952 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant to purchase shares (in Shares) | 656,630 | ||||||||||||||||||
Expected term | 7 years | ||||||||||||||||||
Expected volatility, percentage | 77% | ||||||||||||||||||
Risk free interest rate, percentage | 3.92% | ||||||||||||||||||
Series D-7 Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Converted to common stock warrants, description | The first tranche of 518,752 shares of Series D-7 preferred stock is 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 has an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock is 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 has an expiration date of April 2024. The fair value of the Series D-7 warrants was $7.8 million as of December 31, 2022 and $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 is 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. | The first tranche of 518,752 shares of Series D-7 preferred stock is exercisable at an exercise price of $2.50 per share upon consummation of a deSPAC transaction, or at an exercise price of $2.04 per share upon remaining private and has an expiration date of April 2024. The second tranche of 137,878 shares of Series D-7 preferred stock is exercisable at an exercise price of $5.00 per share upon consummation of a deSPAC transaction, or at an exercise price of $4.09 per share upon remaining private and has an expiration date of April 2024. The warrants remain outstanding as of December 31, 2022. The fair value of the Series D-7 warrants, as determined in accordance with the methodology described in Note 10 – Fair Value Measurements, was $7.8 million as of December 31, 2022. | |||||||||||||||||
Preferred stock exercisable share (in Shares) | 518,752 | 518,752 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||||
November 2022 Common Stock Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||||||
Expected term | 1 year 6 months | ||||||||||||||||||
Expected volatility, percentage | 78.50% | ||||||||||||||||||
Risk free interest rate, percentage | 4.70% | ||||||||||||||||||
Warrent purchase shares (in Shares) | 38,136 | ||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 8 | ||||||||||||||||||
Purchase shares (in Shares) | 31,680 | ||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||||||||||||
Warrant exercised (in Shares) | 31,680 | ||||||||||||||||||
November 2022 Common Stock Warrants [Member] | Business Combination Member | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrent purchase shares (in Shares) | 78,962 | ||||||||||||||||||
July 2023 Common Stock Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||||||
Warrent purchase shares (in Shares) | 38,981 | ||||||||||||||||||
July 2023 Common Stock Warrants [Member] | Private Placement [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 200,000 | ||||||||||||||||||
Class A Common Stock Equals or Exceeds Threshold Two [Member] | Private Placement [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||||||||||||
Warrant Consideration [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Expected term | 10 years | ||||||||||||||||||
Warrent purchase shares (in Shares) | 6,266,572 | ||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||||||||||||||||
Public, Private Placement, and Working Capital Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 2,400,000 | ||||||||||||||||||
Warrent purchase shares (in Shares) | 6,266,667 | ||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||||||||||||||||
Warrant amount | $ 6,400,000 | ||||||||||||||||||
Other income (expense) | 4,000,000 | ||||||||||||||||||
Public, Private Placement, and Working Capital Warrants [Member] | Private Placement [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 300,000 | ||||||||||||||||||
Preferred stock exercisable share (in Shares) | 716,668 | 716,668 | |||||||||||||||||
Other income (expense) | $ 200,000 | ||||||||||||||||||
Working capital warrants | $ 100,000 | ||||||||||||||||||
Public, Private Placement, and Working Capital Warrants [Member] | Public Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||||||||||||||||
CRSEF Solis Holdings, LLC [Member] | Carlyle Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 3,400,000 | $ 3,400,000 | |||||||||||||||||
Black-Scholes model [Member] | Carlyle Warrants [Member] | |||||||||||||||||||
Warrants [Line Items] | |||||||||||||||||||
Fair value of warrant | $ 20,400,000 | ||||||||||||||||||
Expected term | 7 years | ||||||||||||||||||
Expected volatility, percentage | 73% |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value of The Common Stock Warrants (Details) - Common Stock Warrants [Member] | Dec. 31, 2022 yr | Dec. 31, 2021 yr |
Measurement Input, Price Volatility [Member] | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Of Warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 73 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Of Warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Of Warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.5 | 10 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Of Warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 73 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Of Warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.9 | 1.3 |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Of Warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 7 | 12 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Of Warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 78.5 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Of Warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.7 | 1.7 |
Borrowing Arrangements (Details
Borrowing Arrangements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Apr. 30, 2021 | Apr. 30, 2020 | Jan. 20, 2020 | Oct. 01, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Total Principal amount | $ 500,000 | $ 500,000 | $ 100,000 | $ 100,000 | |||||||||||||||||||||
Percentage of accured interest | 3% | 6% | 6% | ||||||||||||||||||||||
Remaining balance | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Percentage of equity financing | 80% | 80% | 80% | 80% | 80% | 80% | 80% | ||||||||||||||||||
Initial fair value | $ 100,000 | $ 100,000 | |||||||||||||||||||||||
Expense | $ 0 | ||||||||||||||||||||||||
Redeemable convertible preferred stock (in Shares) | 62,500 | 62,500 | |||||||||||||||||||||||
Other income expense | $ 100,000 | $ 100,000 | |||||||||||||||||||||||
Immaterial debt issuance costs | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | 100,000 | 100,000 | ||||||||||||||||||
Common stock, issued (in Shares) | 5,229 | 5,229 | |||||||||||||||||||||||
Obtain new equity | $ 15,000,000 | $ 15,000,000 | |||||||||||||||||||||||
Repaid the principal and accrued interest | $ 6,700,000 | ||||||||||||||||||||||||
Bears interest rate | 8% | ||||||||||||||||||||||||
Interest expense recognized | 300,000 | 1,000,000 | 700,000 | ||||||||||||||||||||||
Revolving loan | 2,175,000 | 2,400,000 | $ 0 | $ 2,400,000 | 2,175,000 | 2,175,000 | $ 2,175,000 | $ 2,400,000 | 0 | ||||||||||||||||
Prime rate plus | 4.50% | 4.50% | |||||||||||||||||||||||
Total amendment fees | 1,900,000 | 1,900,000 | $ 1,900,000 | 1,900,000 | 1,900,000 | $ 1,900,000 | $ 1,900,000 | ||||||||||||||||||
Borrow, percentage | 70% | ||||||||||||||||||||||||
Vendor purchase net amount | $ 10,000,000 | ||||||||||||||||||||||||
Borrowing | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||
Outstanding net debt | 5,600,000 | 11,700,000 | 5,600,000 | ||||||||||||||||||||||
Accrued financing cost | 4,100,000 | 100,000 | $ 800,000 | 100,000 | 4,100,000 | 4,100,000 | 4,100,000 | 100,000 | |||||||||||||||||
Recognized interest expense | 0 | 3,100,000 | |||||||||||||||||||||||
Pay return capital | $ 500,000 | ||||||||||||||||||||||||
Payments for Settlement | 100,000 | 100,000 | |||||||||||||||||||||||
Contributed | $ 25,600,000 | $ 25,600 | $ 25,600 | $ 25,600,000 | $ 25,600,000 | $ 25,600,000 | $ 25,600 | ||||||||||||||||||
Investment dividend payable percentage | 25% | 25% | 25% | 25% | 25% | 25% | 25% | ||||||||||||||||||
Exercisable shares (in Shares) | 4,132,513 | 4,132,513 | |||||||||||||||||||||||
Investment description | The Carlyle Debt Modification Agreement accelerates the redemption date of the investment, which was previously February 14, 2025 and is March 31, 2024 subsequent to the modification. 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 unaudited condensed consolidated statements of operations and comprehensive income (loss). | ||||||||||||||||||||||||
Loss on extinguishment | $ 1,400,000 | [1] | $ 3,235,000 | [1] | $ 3,235,000 | [2] | [2] | [2] | |||||||||||||||||
Fair value of short term debt | $ 28,400,000 | $ 28,400,000 | $ 28,400,000 | 28,400,000 | |||||||||||||||||||||
Redemption amount | 31,900,000 | ||||||||||||||||||||||||
Liability | 0 | $ 25,200,000 | $ 25,200,000 | 0 | 0 | 0 | $ 25,200,000 | ||||||||||||||||||
Interest expense | 1,200,000 | $ 400,000 | 2,700,000 | 900,000 | |||||||||||||||||||||
Payment of interest | 200,000 | 200,000 | 200,000 | 200,000 | |||||||||||||||||||||
Long term debt fair value | 29,100,000 | 29,100,000 | 29,100,000 | $ 29,100,000 | |||||||||||||||||||||
Embedded derivative liabilities unrealized gains losses | $ 366,000 | ||||||||||||||||||||||||
Paycheck Protection Programme Loan [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Proceeds from Issuance of Other Long-Term Debt | $ 900,000 | $ 900,000 | |||||||||||||||||||||||
Secured Credit Facility [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Proceeds from Issuance of Secured Debt | 5,500,000 | ||||||||||||||||||||||||
Repayments of Secured Debt | $ 6,300,000 | ||||||||||||||||||||||||
CS Soils [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Redemption price percentage | 10.50% | 10.50% | |||||||||||||||||||||||
Loss on extinguishment | $ 10,300,000 | ||||||||||||||||||||||||
Liability | $ 29,200,000 | 0 | 0 | 29,200,000 | $ 29,200,000 | 29,200,000 | $ 0 | ||||||||||||||||||
Interest expense | $ 100,000 | $ 700,000 | $ 700,000 | $ 1,700,000 | 2,400,000 | ||||||||||||||||||||
Long term debt fair value | 24,000,000 | 24,000,000 | 24,000,000 | ||||||||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | 1,200,000 | ||||||||||||||||||||||||
Long term debt | $ 25,200,000 | $ 25,200,000 | $ 25,200,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Redeemable convertible preferred stock (in Shares) | 5,460,075 | 5,460,075 | |||||||||||||||||||||||
Common stock, issued (in Shares) | 5,229 | 5,229 | |||||||||||||||||||||||
Purchase of common stock (in Shares) | 5,978,960 | 5,978,960 | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Line of credit interest rate | 3.50% | ||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.38 | ||||||||||||||||||||||||
Liquidity ratio amount | $ 1 | $ 1.75 | |||||||||||||||||||||||
Increased repayment premium, percentage | 110% | ||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Line of credit interest rate | 5.25% | ||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.62 | ||||||||||||||||||||||||
Liquidity ratio amount | $ 1.75 | $ 1 | |||||||||||||||||||||||
Increased repayment premium, percentage | 120% | ||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Shares, issued (in Shares) | 5,122 | ||||||||||||||||||||||||
Conversion Amount [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Maturity date | Jun. 30, 2021 | ||||||||||||||||||||||||
2019-A Convertible Notes [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Weighted-average effective interest rate | 17.60% | 17.60% | 17.60% | 17.60% | 17.60% | 17.60% | 17.60% | ||||||||||||||||||
Embedded derivative liabilities unrealized gains losses | $ 17,000 | ||||||||||||||||||||||||
2019-A Convertible Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Embedded derivative liabilities unrealized gains losses | $ 0 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||
SAFE [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Estimated fair value | $ 60,500,000 | $ 60,500,000 | |||||||||||||||||||||||
Converted, shares (in Shares) | 8,171,662 | 8,171,662 | |||||||||||||||||||||||
SCI Term Loan and Revolver Loan [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Maturity date | Oct. 31, 2023 | Oct. 31, 2023 | |||||||||||||||||||||||
Revolving loan | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Remaining balance | 0 | 0 | 0 | ||||||||||||||||||||||
Loan and Security Agreement [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Line of credit | $ 7,000,000 | ||||||||||||||||||||||||
Long-Term Line of Credit | 7,000,000 | 7,000,000 | $ 7,000,000 | ||||||||||||||||||||||
Revolving Loan [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Interest expense recognized | 100,000 | 200,000 | $ 500,000 | ||||||||||||||||||||||
Interest rate | 7.75% | 7.75% | |||||||||||||||||||||||
Fair value | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||||||||
Principal balance | 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | 5,000,000 | $ 5,000,000 | ||||||||||||||||||
Rodgers Massey [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Interest expense recognized | $ 5,000,000 | ||||||||||||||||||||||||
Polar Settlement Agreement [Member] | |||||||||||||||||||||||||
Borrowing Arrangements [Line Items] | |||||||||||||||||||||||||
Payments for Settlement | $ 500,000 | ||||||||||||||||||||||||
[1]Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of zero during each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero and $1.4 million during the three and nine months ended September 30, 2022, respectively.[2]Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of $1.4 million, zero and zero during the years ended December 31, 2022, 2021 and 2020, respectively. |
Borrowing Arrangements 1 (Detai
Borrowing Arrangements 1 (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2022 | Apr. 30, 2021 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Borrowing Arrangements [Line Items] | ||||||||||
Total Principal amount | $ 500,000 | $ 500,000 | $ 100,000 | $ 100,000 | ||||||
Percentage of accured interest | 3% | 6% | 6% | |||||||
Percentage of equity financing | 80% | 80% | 80% | |||||||
Initial fair value | $ 100,000 | $ 100,000 | ||||||||
Redeemable convertible preferred stock (in Shares) | 62,500 | 62,500 | ||||||||
Other income expense | $ 100,000 | $ 100,000 | ||||||||
Embedded derivative liabilities unrealized gains losses | $ 366,000 | |||||||||
Expense | 0 | |||||||||
Remaining balance | 0 | |||||||||
Notes Payable | $ 18,944,000 | |||||||||
Common stock outstanding (in Shares) | 45,312,243 | 45,312,243 | 19,932,429 | 9,806,143 | ||||||
Interest expense | $ 30,700,000 | |||||||||
Convertible Debt | $ 18,944,000 | $ 8,710,000 | ||||||||
Series D Preferred Stock [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Remaining balance | 0 | |||||||||
2020 Convertible Notes [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Total Principal amount | $ 3,800,000 | $ 3,800,000 | ||||||||
Percentage of accured interest | 2% | 2% | ||||||||
Percentage of equity financing | 80% | 80% | 80% | |||||||
Initial fair value | $ 500,000 | $ 500,000 | ||||||||
Weighted-average effective interest rate | 25.60% | 25.60% | 25.60% | |||||||
Other income expense | $ 900,000 | $ 900,000 | ||||||||
Expense | $ 0 | $ 0 | 0 | $ 0 | ||||||
Remaining balance | $ 0 | $ 0 | $ 0 | |||||||
Convertible per share (in Dollars per share) | $ 0.75 | |||||||||
2020 Convertible Notes [Member] | Maximum [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Embedded derivative liabilities unrealized gains losses | $ 0 | 100,000 | $ 100,000 | |||||||
2020 Convertible Notes [Member] | Series D Preferred Stock [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Redeemable convertible preferred stock (in Shares) | 785,799 | 785,799 | ||||||||
2021-A Convertible Notes [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Total Principal amount | $ 4,300,000 | $ 4,300,000 | ||||||||
Percentage of accured interest | 2% | 2% | ||||||||
Percentage of equity financing | 80% | 80% | 80% | |||||||
Initial fair value | $ 0.6 | $ 600,000 | ||||||||
Weighted-average effective interest rate | 18.10% | 18.10% | 18.10% | |||||||
Redeemable convertible preferred stock (in Shares) | 869,640 | 869,640 | ||||||||
Other income expense | $ 200,000 | |||||||||
Other expense | $ 800,000 | 800,000 | ||||||||
Additional convertible note | $ 500,000 | |||||||||
Due and payable amount | 3% | |||||||||
2021-A Convertible Notes [Member] | Tranche One [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Notes Payable | $ 0 | 500,000 | ||||||||
2021-A Convertible Notes [Member] | Tranche Two [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Notes Payable | $ 2,000,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 0 | |||||||||
2022 Convertible Notes [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Percentage of accured interest | 5% | 5% | ||||||||
Initial fair value | $ 6,700,000 | $ 6,700,000 | ||||||||
Convertible per share (in Dollars per share) | $ 0.75 | |||||||||
Aggregate purchase price | $ 12,000,000 | 12,000,000 | $ 12,000,000 | |||||||
Additional total purchase | $ 21,300,000 | $ 21,300,000 | ||||||||
Common stock outstanding (in Shares) | 5,316,460 | 5,316,460 | ||||||||
Convertible debt at fair value | 200,000 | |||||||||
Interest payable on convertble debt | 19,800,000 | |||||||||
2022 Convertible Notes [Member] | Related Party [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Convertible Debt | 15,500,000 | |||||||||
2022 Convertible Notes [Member] | Nonrelated Party [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Convertible Debt | $ 3,400,000 | |||||||||
2022 Convertible Notes [Member] | Maximum [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Interest expense | $ 700,000 | |||||||||
2022 Convertible Notes [Member] | Minimum [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Interest expense | $ 100,000 |
Borrowing Arrangements 2 (Detai
Borrowing Arrangements 2 (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2018 | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | |
Borrowing Arrangements [Line Items] | ||||||||||
Remaining balance | $ 0 | $ 0 | ||||||||
Initial fair value | $ 100,000 | $ 100,000 | ||||||||
Redeemable convertible preferred stock (in Shares) | 62,500 | 62,500 | ||||||||
Immaterial debt issuance costs | $ 100,000 | $ 100,000 | $ 100,000 | |||||||
Bears interest rate | 8% | |||||||||
2019 SAFE [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Remaining balance | 0 | |||||||||
Initial fair value | 200,000 | 200,000 | ||||||||
Other expense | $ 100,000 | $ 100,000 | ||||||||
Redeemable convertible preferred stock (in Shares) | 48,258 | 48,258 | ||||||||
2021 SAFE [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Remaining balance | $ 0 | $ 0 | ||||||||
Initial fair value | 6,300,000 | |||||||||
Other expense | $ 1,400,000 | |||||||||
Redeemable convertible preferred stock (in Shares) | 1,005,366 | |||||||||
Immaterial debt issuance costs | 5,000,000 | $ 5,000,000 | ||||||||
2021 Promissory Notes [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Shares, issued (in Shares) | 50,000 | |||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | |||||||||
Short-term promissory note | $ 500,000 | $ 2,000,000 | $ 500,000 | $ 500,000 | ||||||
Promissory note carried simple interest rate | 2% | 2% | 3% | |||||||
Financing fee | $ 300,000 | |||||||||
Current Insight Promissory Note [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Immaterial debt issuance costs | $ 100,000 | $ 100,000 | ||||||||
Bears interest rate | 0.14% | |||||||||
2018 Bridge Notes [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Bears interest rate | 8% | |||||||||
Convertible Secured Notes | $ 3,400,000 | |||||||||
Carrying value | 9,800,000 | $ 10,700,000 | 9,800,000 | |||||||
2018 Bridge Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Borrowing Arrangements [Line Items] | ||||||||||
Notes Payable, Fair Value Disclosure | $ 9,100,000 | $ 9,100,000 |
Borrowing Arrangements (Detai_2
Borrowing Arrangements (Details) - Schedule of Convertible Notes - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Current | $ 0 | $ 6,820 | |
Convertible notes, net, noncurrent | |||
2022 Convertible Notes due to related parties | 18,944 | 8,710 | |
Total convertible notes | 18,944 | ||
Two Thousand And Nineteen A Convertible Notes [Member] | |||
Convertible notes, net, noncurrent | |||
2022 Convertible Notes due to related parties | 0 | 115 | |
Two Thousand And Twenty Two Convertible Notes [Member] | |||
Convertible notes, net, noncurrent | |||
2022 Convertible Notes | 3,434 | ||
Nonrelated Party [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Current | 0 | 1,890 | |
Convertible Debt, Noncurrent | 3,434 | 0 | |
Nonrelated Party [Member] | Two Thousand And Nineteen A Convertible Notes [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Current | 0 | 115 | |
Nonrelated Party [Member] | Two Thousand And Twenty Series A Convertible Notes [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Current | 0 | 630 | |
Nonrelated Party [Member] | Two Thousand And Twenty One Series A Convertible Notes [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Current | 0 | 1,145 | |
Nonrelated Party [Member] | Two Thousand And Twenty Two Convertible Notes [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Noncurrent | 3,434 | 0 | |
Related Party [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Noncurrent | 15,510 | 0 | |
Related Party [Member] | Two Thousand And Twenty Series A Convertible Notes [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Current | 0 | 3,260 | |
Related Party [Member] | Two Thousand And Twenty One Series A Convertible Notes [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Current | 0 | 3,050 | |
Related Party [Member] | Two Thousand And Twenty Two Convertible Notes [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Noncurrent | 15,510 | 0 | |
Convertible notes, net, noncurrent | |||
2022 Convertible Notes due to related parties | 15,510 | ||
Related Party [Member] | Convertible Promissory Notes With Eco System Integrity Fund Two LLC [Member] | |||
Borrowing Arrangements [Line Items] | |||
Convertible Debt, Current | $ 0 | $ 510 |
Borrowing Arrangements (Detai_3
Borrowing Arrangements (Details) - Schedule of Net Carrying Amount of the Convertible Notes - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 18,944 | $ 8,710 |
Two Thousand And Nineteen A Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 100 | 100 |
Unamortized debt discount | 0 | 0 |
PIK interest added to principal balance | 16 | 15 |
Conversion to Series D-2 redeemable convertible preferred stock | (116) | 0 |
Net carrying amount | 0 | 115 |
Two Thousand And Twenty A Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 3,784 | 3,784 |
Unamortized debt discount | 0 | 0 |
PIK interest added to principal balance | 122 | 106 |
Conversion to Series D-2 redeemable convertible preferred stock | (3,906) | 0 |
Net carrying amount | 0 | 3,890 |
Two Thousand And Twenty One Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 4,250 | 4,250 |
Unamortized debt discount | 0 | (112) |
PIK interest added to principal balance | 74 | 57 |
Conversion to Series D-2 redeemable convertible preferred stock | (4,324) | 0 |
Net carrying amount | 0 | 4,195 |
Two Thousand And Twenty One A Convertible Notes With Embedded Derivative Liability [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 500 | 500 |
Unamortized debt discount | 0 | 0 |
PIK interest added to principal balance | 10 | 10 |
Net carrying amount | 0 | 510 |
Repayment of principal and accrued interest | $ (510) | $ 0 |
Borrowing Arrangements (Detai_4
Borrowing Arrangements (Details) - Schedule Of Interest Expense On Convertible Debt - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Two Thousand And Nineteen A Convertible Notes [Member] | |||
Disclosure In Tabular Form Of Interest Expense On Convertible Debt [Line Items] | |||
Amortization of debt discount | $ 0 | $ 0 | $ 4 |
PIK Interest | 1 | 12 | 3 |
Total non-cash interest expense | 1 | 12 | 7 |
Two Thousand And Twenty A Convertible Notes [Member] | |||
Disclosure In Tabular Form Of Interest Expense On Convertible Debt [Line Items] | |||
Amortization of debt discount | 0 | 281 | 235 |
PIK Interest | 16 | 74 | 32 |
Total non-cash interest expense | 16 | 355 | 267 |
Two Thousand And Twenty One Convertible Notes [Member] | |||
Disclosure In Tabular Form Of Interest Expense On Convertible Debt [Line Items] | |||
Amortization of debt discount | 112 | 454 | 0 |
PIK Interest | 17 | 57 | 0 |
Total non-cash interest expense | 129 | 511 | 0 |
Two Thousand And Twenty One A Convertible Notes With Embedded Derivative Liability [Member] | |||
Disclosure In Tabular Form Of Interest Expense On Convertible Debt [Line Items] | |||
Amortization of debt discount | 0 | 0 | 0 |
PIK Interest | 0 | 10 | 0 |
Total non-cash interest expense | $ 0 | $ 10 | $ 0 |
Borrowing Arrangements (Detai_5
Borrowing Arrangements (Details) - Schedule of Company's outstanding notes payable - Notes Payable, Other Payables [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Gross | $ 0 | $ 9,507 |
Less: Unamortized debt issuance costs and discounts | 0 | 0 |
Other Notes Payable, Current | 0 | 9,507 |
Loan And Security Agreement Member | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Gross | 0 | 6,987 |
2021 Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Gross | 0 | 2,500 |
Current Insight Promissory Note Member | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Gross | $ 0 | $ 20 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 31, 2023 | Jul. 31, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2023 | |
Stock-Based Compensation [Line Items] | ||||||||
Number of common stock percentage | 5% | 5% | ||||||
Unrecognized stock-based compensation costs (in Dollars) | $ 5,400 | |||||||
Recognized weighted average period | 2 years 2 months 12 days | |||||||
Vesting shares | 52,167 | |||||||
Vested options of terminated employees | 280,412 | |||||||
Stock based compensation expenses (in Dollars) | $ 2,321 | $ 217 | $ 433 | $ 200 | $ 109 | |||
Common stock shares reserved for future issuance | 8,625,023 | |||||||
2023 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Maximum number of common stock | 8,763,322 | 8,763,322 | ||||||
Number of common stock percentage | 4% | |||||||
ISOs under the 2023 Plan [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Issuance shares | 26,289,966 | |||||||
2011 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 100% | |||||||
Share based compensation by share based award vesting period | 4 years | |||||||
Share based compensation by share based award expiration period | 10 years | |||||||
Common stock shares reserved for future issuance | 2,596,764 | 2,596,764 | ||||||
2011 Equity Incentive Plan [Member] | Incentive Stock Option [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 10% | |||||||
2011 Equity Incentive Plan [Member] | Ten Percent Stock Holder [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 110% | |||||||
2021 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 100% | |||||||
Share based compensation by share based award vesting period | 4 years | |||||||
Share based compensation by share based award expiration period | 10 years | |||||||
Common stock shares reserved for future issuance | 241,484 | 241,484 | ||||||
2021 Equity Incentive Plan [Member] | Incentive Stock Option [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 10% | |||||||
2021 Equity Incentive Plan [Member] | Ten Percent Stock Holder [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 110% | |||||||
2022 Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 100% | |||||||
Share based compensation by share based award vesting period | 4 years | |||||||
Share based compensation by share based award expiration period | 10 years | |||||||
Common stock shares reserved for future issuance | 3,225,237 | 3,225,237 | ||||||
2022 Equity Incentive Plan [Member] | Incentive Stock Option [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 10% | |||||||
2022 Equity Incentive Plan [Member] | Ten Percent Stock Holder [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share based compensation by share based award purchase price of common stock percentage | 110% | |||||||
Board of Directors [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Stock based compensation expenses (in Dollars) | $ 100 | |||||||
Service based option [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Unrecognized stock-based compensation costs (in Dollars) | $ 16,400 | |||||||
Recognized weighted average period | 2 years 1 month 17 days | |||||||
RSU [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Unrecognized stock-based compensation costs (in Dollars) | $ 200 | |||||||
Recognized weighted average period | 4 years 9 months |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Summary of summary of stock option activity - USD ($) | 9 Months Ended | 12 Months Ended | ||
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary Of Summary Of Stock Option Activity Abstract | ||||
Number of shares, outstanding, beginning balance | 4,970,395 | 2,135,454 | 1,968,580 | |
Number of shares, Options granted | 2,164,946 | 3,088,350 | 212,434 | |
Number of shares, Options exercised | (67,292) | (162,034) | (7,245) | |
Number of shares, Options canceled | (142,218) | (91,376) | (38,315) | |
Number of shares, outstanding, ending balance | 6,925,855 | 4,970,395 | 2,135,454 | 1,968,580 |
Number of shares, Vested and expected to vest | 6,925,855 | 4,970,395 | ||
Number of shares, Vested and exercisable | 3,037,856 | 2,794,862 | ||
Weighted average exercise price per share, outstanding, beginning balance | $ 4.87 | $ 0.62 | $ 0.58 | |
Weighted average exercise price per share, Options granted | 5.18 | 7.45 | 0.89 | |
Weighted average exercise price per share, Options exercised | 0.83 | 0.48 | 0.83 | |
Weighted average exercise price per share, Options canceled | 9.46 | 0.83 | 0.62 | |
Weighted average exercise price per share, outstanding, ending balance | 4.91 | 4.87 | $ 0.62 | $ 0.58 |
Weighted average exercise price per share, Vested and expected to vest | 4.91 | 4.87 | ||
Weighted average exercise price per share, Vested and exercisable | $ 5.16 | $ 4.35 | ||
Weighted Average Contractual Term (Years), outstanding, ending balance | 7 years 9 months 18 days | 6 years 11 months 26 days | 6 years 11 months 26 days | 7 years 10 months 13 days |
Weighted Average Contractual Term (Years), Vested and expected to vest | 7 years 9 months 18 days | 6 years 11 months 26 days | ||
Weighted Average Contractual Term (Years), Vested and exercisable | 6 years 4 months 24 days | 6 years 3 months 14 days | ||
Aggregate intrinsic value (in thousands), outstanding beginning balance | $ 34,180,000 | $ 2,263,000 | $ 1,044,000 | |
Aggregate intrinsic value (in thousands), outstanding ending balance | 2,727,000 | 34,180,000 | $ 2,263,000 | $ 1,044,000 |
Aggregate intrinsic value (in thousands), Vested and expected to vest | 2,727,000 | 34,180,000 | ||
Aggregate intrinsic value (in thousands),Vested and exercisable | $ 2,245,000 | $ 22,204,000 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Summary of summary of stock option activity (Parentheticals) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Summary Of Stock Option Activity Abstract | ||
Share based compensation by share based award options granted during the period weighted average fair value per share | $ 7.99 | $ 0.72 |
Share based compensation by share based award options vested during the period aggregate fair value | $ 10.5 | $ 0.2 |
Share based compensation by share based award aggregate intrinsic value of options vested during the period | $ 0.2 | $ 0.1 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of summary of RSU activity | 9 Months Ended |
Oct. 01, 2023 $ / shares shares | |
Schedule Of Summary Of Rsu Activity Abstract | |
Number of RSUs, Unvested, Ending balance | shares | 87,659 |
Weighted average grant date fair value, Unvested, Ending balance | $ / shares | $ 5.07 |
Number of RSUs, Granted | shares | 728,600 |
Weighted average grant date fair valuem, Granted | $ / shares | $ 5 |
Number of RSUs, Vested and released | shares | (155,473) |
Weighted average grant date fair value, Vested and released | $ / shares | $ 4.84 |
Number of RSUs, Cancelled or forfeited | shares | (485,468) |
Weighted average grant date fair value, Cancelled or forfeited | $ / shares | $ 5.07 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule Of Calculate The Fair Value Of Stock-based Compensation - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility, Minimum | 60% | 52.60% |
Expected volatility, Maximum | 78.50% | 56.70% |
Risk-free interest rate, Minimum | 3.40% | 0.80% |
Risk-free interest rate, Maximum | 4.80% | 1.30% |
Expected dividends | 0% | 0% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 7 years 6 months | 6 years 1 month 6 days |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 1 year | 5 years |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 01, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Loss from discontinued operations, net of tax | $ (8,404) | $ (20,953) | $ (1,454) | |||||
Total stock-based compensation expense | 2,321 | 217 | 433 | 200 | 109 | |||
Share-Based Payment Arrangement [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Loss from discontinued operations, net of tax | $ 535 | 1,835 | 470 | 0 | 0 | |||
Total stock-based compensation expense | 2,114 | 85 | 4,156 | 217 | 903 | 200 | 109 | |
Share-Based Payment Arrangement [Member] | Cost of revenues [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation expense gross | 20 | 1 | 51 | 6 | 22 | 19 | 8 | |
Share-Based Payment Arrangement [Member] | Sales and marketing [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation expense gross | 143 | 37 | 337 | 91 | 168 | 68 | 37 | |
Share-Based Payment Arrangement [Member] | General and administrative [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation expense gross | $ 1,416 | $ 47 | $ 1,933 | $ 120 | $ 243 | $ 113 | $ 64 |
Employee Stock Purchase Plan (D
Employee Stock Purchase Plan (Details) | Oct. 01, 2023 USD ($) |
Employee Stock Purchase Plan [Abstract] | |
Percentage of fair market values | 85% |
Reserved for future issuance | $ 2,628,996 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 01, 2023 | May 11, 2023 | Mar. 16, 2023 | Jul. 22, 2021 | Jan. 01, 2021 | Aug. 24, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 10, 2023 | |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Variable lease cost | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 | $ 200,000 | |||||||||||
Lease expense | 300,000 | 200,000 | 1,000,000 | 500,000 | $ 300,000 | |||||||||||
Operating leases payments | 300,000 | 100,000 | 800,000 | 400,000 | 1,000,000 | $ 400,000 | ||||||||||
Exchange for operating lease liabilities | 245,000 | 245,000 | 1,157,000 | |||||||||||||
Accrued expenses and other current liabilities | $ 14,571,000 | 14,571,000 | 14,571,000 | 14,474,000 | 5,190,000 | |||||||||||
Payments for settlement | $ 800,000 | |||||||||||||||
Payments for settlement | 100,000 | 100,000 | ||||||||||||||
Demanded approximately | $ 26,400,000 | |||||||||||||||
Suffered damages | $ 220,000,000 | |||||||||||||||
Legal fees | $ 6,900,000 | |||||||||||||||
Litigation in accrued expenses | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Breach of contract | $ 6,000,000 | |||||||||||||||
Advisory fee | 6,000,000 | |||||||||||||||
Letters of credit | 3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | ||||||||||||
Restricted cash | 3,758,000 | 3,758,000 | 3,758,000 | 3,907,000 | ||||||||||||
Operating lease costs | 717,000 | 304,000 | 700,000 | 400,000 | ||||||||||||
Operating lease right of use asset | 1,465,000 | 1,465,000 | 1,465,000 | 2,182,000 | 826,000 | |||||||||||
Operating lease lease liability | 1,510,000 | 1,510,000 | 1,510,000 | 2,232,000 | ||||||||||||
Operating lease liability current | $ 720,000 | $ 720,000 | $ 720,000 | $ 958,000 | 390,000 | |||||||||||
Vendor Settlement [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Other commitment | $ 900,000 | |||||||||||||||
Accounting Standards Update 2016-02 [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Exchange for operating lease liabilities | $ 800,000 | |||||||||||||||
Operating lease right of use asset | 1,100,000 | |||||||||||||||
Operating lease lease liability | 1,200,000 | |||||||||||||||
Operating lease liability current | $ 400,000 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Leases term | 3 months 18 days | 3 months 18 days | 3 months 18 days | 3 months 18 days | ||||||||||||
Maximum [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Leases term | 3 years 1 month 6 days | 3 years 1 month 6 days | 3 years 1 month 6 days | 3 years 9 months 18 days | ||||||||||||
Commitments [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Exchange for operating lease liabilities | $ 0 | $ 0 | $ 0 | $ 200,000 | $ 1,900,000 | 1,200,000 | ||||||||||
Letters of Credit [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Restricted cash | $ 3,800,000 | 3,800,000 | 3,800,000 | 3,900,000 | ||||||||||||
Letters of Credit [Member] | Previously Reported [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Restricted cash | 3,700,000 | |||||||||||||||
Legal Matters [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Accrued expenses and other current liabilities | $ 3,000,000 | $ 3,000,000 | 3,000,000 | $ 1,900,000 | $ 200,000 | |||||||||||
SolarPark Korea Co., LTD [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Demanded approximately | $ 80,000,000 | |||||||||||||||
China Bridge [Member] | ||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||
Advisory fee | $ 6,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Weighted Average Remaining Lease Term and the Discount Rate | Oct. 01, 2023 | Dec. 31, 2022 |
Schedule Of Weighted Average Remaining Lease Term And The Discount Rate Abstract | ||
Remaining average remaining lease term | 2 years 7 months 9 days | 3 years 2 months 26 days |
Weighted average discount rate | 15.20% | 14.47% |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments under Non-Cancelable - USD ($) $ in Thousands | Oct. 01, 2023 | Dec. 31, 2022 |
Schedule Of Future Minimum Lease Payments Under Non Cancelable Abstract | ||
2024 | $ 743 | $ 743 |
2023 | 263 | 1,048 |
2025 | 592 | 592 |
2026 | 477 | 477 |
2027 and thereafter | 0 | |
2027 and thereafter | 0 | |
Total undiscounted liabilities | 2,075 | 2,860 |
Less: imputed interest | (565) | (628) |
Present value of operating lease liabilities | $ 1,510 | $ 2,232 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Activity Period Relating to the Company's Warranty Provision - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) - Schedule of Activity Period Relating to the Company's Warranty Provision [Line Items] | ||||
Warranty provision, beginning of period | $ 3,981 | $ 2,281 | $ 1,652 | $ 1,816 |
Warranty provision, end of period | 4,021 | 3,981 | 2,281 | 1,652 |
Warranty provision, current | 605 | 767 | 600 | 497 |
Warranty provision, noncurrent | 3,416 | 3,214 | 1,681 | 1,155 |
Warranty liability from Business Combination | 0 | 1,943 | ||
Accruals for new warranties issued | 2,100 | 1,492 | 1,516 | 607 |
Settlements | $ (2,060) | $ (1,735) | $ (887) | $ (771) |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision For Income Taxes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||||||
Federal | $ 0 | $ 0 | $ 0 | ||||
State | 27 | 3 | 3 | ||||
Foreign | 0 | 0 | 0 | ||||
Total current | 27 | 3 | 3 | ||||
Deferred: | |||||||
Federal | 0 | 0 | 0 | ||||
State | 0 | 0 | 0 | ||||
Foreign | 0 | 0 | 0 | ||||
Total deferred | 0 | 0 | 0 | ||||
Total provision | $ (1) | $ (1) | $ 4 | $ 27 | $ 3 | $ 3 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||||
Statutory federal income tax | $ (6,184) | $ (1,918) | $ (1,454) | ||||
State income taxes, net of federal tax benefits | (1,207) | (353) | (336) | ||||
Stock compensation | 64 | 42 | 22 | ||||
Non-deductible interest expense | 78 | 689 | 257 | ||||
Mark to market adjustments | 397 | 0 | 0 | ||||
Nondeductible Expenses | 279 | 2 | 4 | ||||
PPP Loan | 0 | (368) | 0 | ||||
Foreign earnings taxed at different rates | 157 | 0 | 0 | ||||
Other | (8) | 0 | 0 | ||||
Valuation allowance | 6,451 | 1,910 | 1,510 | ||||
Tax Provision | $ (1) | $ (1) | $ 4 | $ 27 | $ 3 | $ 3 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Components of Deferred Tax Assets And Liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
NOL carryforwards | $ 60,710 | $ 7,931 |
Credits | 195 | 0 |
Bad debt reserve | 1,382 | 946 |
Inventory reserve | 2,724 | 680 |
Warranty reserve | 651 | 631 |
Revenue warranty | 155 | 111 |
Interest expense carryover | 3,445 | 170 |
Accrued compensation | 678 | 687 |
Deferred revenue | 195 | 639 |
ASC 842 leases | 12 | 17 |
Assembled workforce | 0 | 15 |
Fixed assets | 328 | 0 |
Capitalized research and development | 509 | 0 |
Other | 2,837 | 28 |
Total | 73,821 | 11,855 |
Valuation allowance | (63,737) | (11,348) |
Net deferred tax assets | 10,084 | 507 |
Accounting method change | (18) | (38) |
Capitalized software | (234) | (468) |
Fixed assets | 0 | (1) |
Intangibles | (9,084) | 0 |
Convertible debt | (748) | 0 |
Refundable and deferred income taxes | $ 0 | $ 0 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Unrecognized Tax Benefits - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits as of beginning of year | $ 0 | $ 0 |
Increases related to prior year tax positions | 1,335 | 0 |
Increases related to current year tax positions | 0 | 0 |
Decreases related to prior year tax positions | 0 | 0 |
Unrecognized tax benefits as of end of year | $ 1,335 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||||
Deferred tax assets valuation allowance | $ 63,737 | $ 11,348 | ||
Valuation allowance deferred tax asset change in amount | 52,400 | 1,900 | ||
Acquired deferred tax assets valuation allowance increase | 45,900 | |||
Operating loss carryforwards | 114,600 | |||
Unrecognized tax benefits | 1,335 | 0 | $ 0 | |
Unrecognized tax benefits income tax penalties and interest accrued | 0 | 0 | ||
Minimum threshold taxable income | $ 1,000 | |||
Research Tax Credit Carryforward [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Tax credit carry forward amount | 1,600 | 0 | ||
Investment Tax Credit Carryforward [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Tax credit carry forward amount | $ 5,000 | |||
Domestic Tax Authority [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 237,700 | 28,000 | ||
State and Local Jurisdiction [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 157,100 | $ 30,200 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||||||||
Net loss from continuing operations | $ (73,448) | $ (10,809) | $ (28,023) | $ (9,282) | $ (5,682) | ||||
Net Loss from discontinued operations | (1,454) | ||||||||
Net Loss | $ (206,882) | $ (206,882) | $ (4,146) | $ (241,906) | $ (10,809) | $ (29,477) | $ (9,282) | $ (5,682) | |
Denominator: | |||||||||
Weighted average common shares outstanding, basic | 39,821,078 | 13,431,410 | 16,969,979 | 13,053,367 | 22,524,400 | 11,990,015 | 9,760,018 | ||
Weighted average common shares outstanding, diluted | 39,821,078 | 13,431,410 | 16,969,979 | 13,053,367 | 22,524,400 | 11,990,015 | 9,760,018 | ||
Net loss per share: | |||||||||
Continuing operations - basic | $ (1.28) | $ (0.31) | $ (4.33) | $ (0.83) | $ (1.24) | $ (0.77) | $ (0.58) | ||
Continuing operations diluted | (1.28) | (0.31) | (4.33) | $ (0.83) | (0.83) | (1.24) | (0.77) | (0.58) | |
Discontinued operations - basic | (3.92) | 0 | (9.92) | 0 | (0.07) | ||||
Discontinued operations diluted | (3.92) | 0 | (9.92) | 0 | (0.07) | ||||
Net loss per share - basic | (5.2) | (0.31) | (14.25) | (0.83) | (1.31) | (0.77) | (0.58) | ||
Net loss per share diluted | $ (5.2) | $ (0.31) | $ (14.25) | $ (0.83) | $ (0.83) | $ (1.31) | $ (0.77) | $ (0.58) | |
Continuing Operations [Member] | |||||||||
Numerator: | |||||||||
Net Loss | $ (50,973) | $ (4,146) | $ (73,448) | $ (10,809) | |||||
Discontinued Operations [Member] | |||||||||
Numerator: | |||||||||
Net Loss | $ (155,909) | $ (168,458) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share (Details) - Schedule of Potential Common Shares Excluded from Diluted Net Loss Per Share - shares | 9 Months Ended | 12 Months Ended | ||
Oct. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Potential Common Shares Excluded From Diluted Net Loss Per Share [Line Items] | ||||
Common stock warrants | 23,626,132 | 2,000,878 | ||
Preferred stock warrants | 488,024 | |||
Stock options and RSUs issued and outstanding | 7,013,514 | 2,430,949 | ||
Potential common shares excluded from diluted net loss per share | 30,639,646 | 4,919,851 | ||
Previously Reported [Member] | ||||
Schedule Of Potential Common Shares Excluded From Diluted Net Loss Per Share [Line Items] | ||||
Common stock warrants | 43,135 | 4,999 | 0 | |
Preferred stock warrants | 1,152,790 | 488,024 | 488,024 | |
Stock options and RSUs issued and outstanding | 4,970,419 | 2,135,464 | 1,968,590 | |
Potential common shares excluded from diluted net loss per share | 8,078,837 | 4,635,857 | 3,288,706 | |
Convertible notes | 1,912,493 | 1,618,585 | 812,531 | |
SAFE agreements | 0 | 388,785 | 19,562 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 01, 2023 | Jul. 31, 2023 | Dec. 31, 2022 | Nov. 04, 2022 | Sep. 30, 2023 | Mar. 31, 2022 | Oct. 01, 2023 | Jun. 01, 2023 | Oct. 01, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party issued | $ 8,600,000 | $ 12,100,000 | $ 3,600,000 | $ 3,300,000 | |||||||||||||||
Gain on the extinguishment | $ 1,400,000 | [1] | $ 3,235,000 | [1] | $ 3,235,000 | [2] | [2] | [2] | |||||||||||
Convertible accrues percentage | 5% | 5% | 5% | ||||||||||||||||
Interest expense related party | $ 30,700,000 | ||||||||||||||||||
Prefund | $ 3,500,000 | 70,000 | |||||||||||||||||
Investment converted to equity | $ 3,500,000 | 3,500,000 | 3,500,000 | ||||||||||||||||
Addition amount | $ 3,500,000 | ||||||||||||||||||
Proceeds from related parties | $ 12,100,000 | $ 12,100,000 | |||||||||||||||||
Issued shares (in shares) | 518,752 | 518,752 | 518,752 | ||||||||||||||||
Other income (expense) | $ 12,700,000 | ||||||||||||||||||
Expense | $ 0 | ||||||||||||||||||
Issuance of shares (in shares) | 5,670,000 | 5,670,000 | 5,670,000 | ||||||||||||||||
Purchases from related party | $ 300,000 | ||||||||||||||||||
Due to related parties | $ 5,900,000 | ||||||||||||||||||
Agreed related party | $ 500,000 | 500,000 | |||||||||||||||||
Outstanding remains | 500,000 | $ 100,000 | |||||||||||||||||
Purchase Agreements [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Expense | 30,700,000 | 30,700,000 | |||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Agreed related party | $ 500,000 | ||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Other income (expense) | 700,000 | $ 700,000 | |||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Issued shares (in shares) | 120,000 | ||||||||||||||||||
Solaria Acquisition [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Fair value acquisition | $ 17,300,000 | ||||||||||||||||||
Solaria Acquisition [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Fair value acquisition | $ 6,700,000 | $ 6,700,000 | |||||||||||||||||
2020-A Convertible Notes [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party issued | $ 3,800,000 | ||||||||||||||||||
Accrued interest percentage | 2% | ||||||||||||||||||
2021-A Convertible Notes [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party issued | $ 4,800,000 | ||||||||||||||||||
Accrued interest percentage | 2% | 2% | |||||||||||||||||
2022 Convertible Notes [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party issued | $ 12,000,000 | $ 33,300,000 | |||||||||||||||||
Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest expense related party | 5,900,000 | $ 5,900,000 | |||||||||||||||||
Due to related parties | $ 5,600,000 | 5,600,000 | 5,600,000 | ||||||||||||||||
Related Party [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest expense related party | $ 100,000 | $ 400,000 | $ 200,000 | ||||||||||||||||
[1]Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of zero during each of the thirteen and thirty-nine weeks ended October 1, 2023, and zero and $1.4 million during the three and nine months ended September 30, 2022, respectively.[2]Gain on extinguishment of convertible notes and SAFEs includes other income from related parties of $1.4 million, zero and zero during the years ended December 31, 2022, 2021 and 2020, respectively. |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 USD ($) shares | Jan. 31, 2023 USD ($) | Oct. 01, 2023 USD ($) | Sep. 30, 2022 USD ($) | Oct. 01, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | |
Subsequent Event [Line Items] | ||||||
Aggregate amount of purchase price | $ 11,000 | |||||
Conversion shares | shares | 1,376,414 | |||||
Purchase of common stock | shares | 656,630 | 2,745,879 | ||||
Aggregate ordinary shares | shares | 1,100,000 | |||||
Impairment charges | $ 1,700 | $ 0 | $ 0 | $ 0 | $ 0 | |
2023 Convertible Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate amount of purchase price | $ 11,000 | |||||
Debt instrument accrued interest rate | 5% | |||||
Debt instrument, convertible, conversion ratio | 0.75 | |||||
Solaria Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate amount of purchase price | $ 5,000 |