As filed with the United States Securities and Exchange Commission on
May 10, 2023.
Registration No. 333-269674
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FREEDOM ACQUISITION I CORP.*
(Exact name of registrant as specified in its charter)
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| Cayman Islands |
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6770 |
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NA |
| (State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
14 Wall Street, 20th Floor
New York, NY 10005
Telephone: (212) 618-1798
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Adam Gishen
Chief
Executive Officer
14 Wall Street, 20th Floor
New York, NY 10005
Telephone: (212) 618-1798
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
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| Copies to: |
| Brandon J. Bortner
David M. Hernand Paul
Hastings LLP 2050 M Street NW
Washington, D.C. 20036 Tel:
(202) 551-1720 |
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Matthew B. Hemington
John T. McKenna Miguel
Vega Rishab Kumar
Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304
Tel: (650) 843-5000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared
effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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| Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
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Prior to the Closing of the Business Combination described in the proxy statement/prospectus, FACT intends to
effect the Domestication, consisting of a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which FACT’s jurisdiction of
incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Freedom Acquisition I Corp. (after the Domestication), the continuing entity following the Domestication, which will be
renamed “Complete Solaria, Inc.” |
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.