Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K filed by Freedom on July 14, 2023 (the “Form 8-K”) to correct scrivener errors in Item 1.01 and Item 8.01 of the Form 8-K under the heading “PIPE Financing (Private Placement)” related to the number of Class B ordinary shares of Freedom to be transferred by the Sponsor to the PIPE Investors and in Item 8.01 of the Form 8-K under the heading “Redemptions” related solely to the Class A Ordinary Shares that holders validly elected to redeem, and their corresponding aggregate value, as of July 13, 2023. The sole purpose of this Amendment is to correct these scrivener errors, and except as amended by this Amendment, no other amendments are made to the Form 8-K. Capitalized terms not defined herein have the meaning given to them in the Form 8-K.
| Item 1.01 |
Entry Into A Material Definitive Agreement. |
PIPE Financing (Private Placement)
On July 13, 2023, Freedom and Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Sponsor”) entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Freedom agreed to issue and sell to such investors, immediately prior to (but subject to), the Business Combination between Freedom and Complete Solaria, an aggregate of 563,000 shares of common stock of Freedom for a purchase price of $10.00 per share, for aggregate gross proceeds of $5,630,000 (the “PIPE Financing”). In connection with the PIPE Financing, pursuant to the Subscription Agreements the Sponsor shall transfer to the PIPE Investors, on a pro rata basis, for no consideration an aggregate of 563,000 shares of Class B ordinary shares of Freedom concurrently with the issuance of the subscribed shares.
Redemptions
In connection with the previously disclosed extraordinary general meeting of Freedom’s shareholders in connection with the proposed business combination between Freedom and Complete Solaria, holders of Class A Ordinary Shares have the right to elect to redeem all or a portion of their Class A Ordinary Shares for a per share price calculated in accordance with Freedom’s organizational documents. As of July 13, 2023, holders of 10,833,004 shares of Class A Ordinary Shares had validly elected to redeem their Class A Ordinary Shares for a full pro rata portion of the trust account holding the proceeds from Freedom’s initial public offering, or approximately $10.56 per share and $114,443,068.95 in the aggregate. Freedom may accept reversals of elections to redeem Class A Ordinary Shares by holders of Class A Ordinary Shares prior to the closing of the Business Combination.