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Complete Solar Wins Complete Dismissal of Putative SPAC Warrant Repricing Class Action

On November 19, 2024, Justice Melissa A. Crane of the New York Supreme Court, New York County Commercial Division, dismissed a putative class action against firm client Complete Solaria, Inc. (now d/b/a Complete Solar).


Complete Solaria, Inc. was formed after Freedom Acquisition I Corp. (FACT), a special purpose acquisition company (SPAC) founded by former Credit Suisse CEO Tidjane Thiam, acquired in July 2023 the entity resulting from the merger of Complete Solar, Inc. and The Solaria Corporation. FACT issued warrants redeemable for ordinary shares upon payment of a strike price. The putative class of warrant-holders claimed that certain financing agreements reached in connection with the closing of the de-SPAC transaction triggered an adjustment provision in the governing warrant agreement that should have lowered the strike price. The amended complaint raised purported claims for breach of contract and rescission and sought damages and a declaratory judgment that the strike price be adjusted to plaintiff’s preferred price.


Following the action’s removal to federal court and subsequent remand, Complete Solar retained Benedict Law Group PLLC. The motion to dismiss argued that the adjustment trigger was not hit because the amended complaint's trigger calculation was based in part on the transfer and automatic 1:1 conversion of preexisting Class B shares to ordinary shares.


Virtual oral argument was held on November 19 before Justice Crane, who ruled from the bench to grant the motion to dismiss and entered a short-form order that afternoon dismissing the case without leave to amend, adopting the motion’s reasoning that the trigger was not hit. Justice Crane thanked counsel for the “good lawyering that went into this motion.” No appeal was taken.


Firm principal Brendan Benedict argued the motion and was assisted in the briefing by Of Counsel Michael D. Altebrando.


The case is Edelman v. Complete Solaria, Inc., f/k/a Freedom Acquisition I Corp., Index No. 650189/2024 (Sup. Ct. N.Y. Cnty. 2024).

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