SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Whatley Devin

(Last)

(First)

(Middle)

C/O COMPLETE SOLARIA, INC.

45700 NORTHPORT LOOP EAST

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Freedom Acquisition I Corp. [ CSLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/18/2023		A		5,832,054⁽¹⁾	A	$0.00	5,832,054	I	See footnote⁽²⁾
Common Stock	07/18/2023		A		198,346⁽¹⁾	A	$0.00	198,346	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)	$2.08	07/18/2023		A		482,969		⁽⁴⁾	⁽⁴⁾	Common Stock	482,969	$0.00	482,969	I	See footnote⁽²⁾
Warrant (Right to Buy)	$11.5	07/18/2023		A		1,824,243		⁽⁴⁾	⁽⁴⁾	Common Stock	1,824,243	$0.00	1,824,243	I	See footnote⁽²⁾
Warrant (Right to Buy)	$11.5	07/18/2023		A		62,041		⁽⁴⁾	⁽⁴⁾	Common Stock	62,041	$0.00	62,041	I	See footnote⁽³⁾

Explanation of Responses:

1. Received on July 18, 2023 pursuant to that certain Business Combination Agreement, dated May 26, 2023, by and among Freedom Acquisition I Corp. ("FACT"), Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of FACT, Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT, Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation ("Complete Solaria"), and The Solaria Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Complete Solaria.

2. These securities are held directly by Ecosystem Integrity Fund II, L.P. on behalf of itself and as nominee for Ecosystem Integrity Fund II-A, LP (collectively, the "Ecosytems Funds"). The Reporting Person is a managing member of the entity that is the general partner of the the Ecosystem funds, which own the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. These securities are held directly by EIF CS SPV LLC for which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. Shares subject to the warrant are exercisable thirty days after the closing of the Business Combination.

Remarks:

	/s/ Matt Hemington, Attorney-in-Fact for Devin Whatley	07/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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