SunPower: securities offering

Cover page 111 changes

Exchange Commission on January 30, 2026.

Registration No. 333-

Washington, D.C. 20549

REGISTRATION STATEMENT

Delaware 001-40117 93-2279786

incorporation or organization)

Identification Number)

45700 Northport Loop East

(Address, Including Zip Code, and Telephone

Chief Executive Officer

45700 Northport Loop East

(Name, Address, Including Zip Code, and Telephone

statement is declared effective.

If any of the securities

If this Form is a post-effective

If this Form is a post-effective

As filed with the United States Securities and Exchange Commission on February 2, 2026.

SECURITIES AND EXCHANGE COMMISSION

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of

(Commission File Number) (I.R.S. Employer

Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Arnold & Porter Kaye Scholer LLP

Approximate date of commencement of proposed sale to the public:

From time to time on or after this registration statement is declared effective.

any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Securities Act of 1933, check the following box. ☒

amendment this Form is filed to register additional securities for an offering pursuant to Rule 462(c) 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities

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. ☐ the registrant this Form is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in post-effective amendment filed pursuant to Rule 12b-2 of 462(d) under the Exchange Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

1 unchanged paragraph

If an emerging growth company,

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.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION,

DATED JANUARY 30, 2026

Up to 22,381,878 Shares of Common Stock

This prospectus relates to the registration of the resale or other disposition of up to 22,381,878 shares of our common stock by YA II PN, LTD (" Yorkville "). Yorkville is also referred to in this prospectus as the Selling Securityholder. The shares of our common stock to which this prospectus relates have been or may be issued by us to Yorkville pursuant to a standby equity purchase agreement, dated as of January 27, 2026, by and between us and Yorkville (the " Purchase Agreement "). Such shares of common stock include (i) up to 22,206,878 shares of common stock that may be issued to Yorkville pursuant to convertible promissory notes that have been or may be issued by us to Yorkville pursuant to the Purchase

Agreement (the " Conversion Shares ") and (ii) 175,000 shares of common stock we issued to Yorkville as consideration for its commitment to purchase shares of our common stock pursuant to the Purchase Agreement (the " Commitment Shares "

and, collectively with the Conversion Shares, the " Offered Securities ").

Purchase Agreement in the aggregate principal amount of $1,900,000; and we may receive up to an additional $16,290,000 proceeds from up to an additional $18,100,000 aggregate principal amount of convertible promissory notes we may elect to issue and sell to Yorkville pursuant to the Purchase Agreement prior to or after the date of this prospectus. See "PROSPECTUS SUMMARY – The Standby Equity Purchase

Agreement" on page 4 of this prospectus for a description of the Purchase Agreement and "SELLING SECURITYHOLDER" on page 107 of this prospectus for additional information regarding the Selling Securityholder.

The Selling Stockholder may sell or otherwise dispose of the common stock described in this prospectus in a number of different ways and at varying prices. Yorkville is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the " Securities Act "), only with respect to advances under the Purchase Agreement and any profits on the sales of shares of our common stock by Yorkville and any discounts, commissions, or concessions received by Yorkville are deemed to be underwriting discounts and commissions under the Securities Act. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. Yorkville is not an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act with respect to conversion of the convertible promissory notes issued or issuable to Yorkville pursuant to the Purchase Agreement. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of the common stock to which this prospectus relates by the Selling Stockholder, including our legal and accounting fees. See "Plan of Distribution" on page 121 of this prospectus for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

We engaged Northland Capital Markets (" Northland ")

as our placement agent in connection with the Purchase Agreement. We have agreed to pay Northland a cash fee of 5.0% based upon the aggregate gross proceeds received from the sales of convertible promissory notes and common stock that we elect to make to Yorkville pursuant to the Purchase Agreement. See "Plan of Distribution" on page 121 of this prospectus for additional information regarding this arrangement.

Shares of our common stock are listed on the

We are an "emerging growth company"

This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our securities involves a high

Neither the Securities and Exchange Commission

Any representation to the contrary is a criminal offense.

ABOUT THIS PROSPECTUS

This prospectus is part of

Neither we nor the Selling

We may also provide a prospectus

supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus titled "Where

On July 17, 2023, FACT filed

Legacy Complete Solaria,

On October 16, 2025, the

Unless the context indicates

otherwise, references in this prospectus to "SunPower," "we," "us," "our," the "Company"

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. ☒ 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.

information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

TO COMPLETION, DATED FEBRUARY 2, 2026

to 14,625,610 Shares of Common Stock

to 50,760,218 Shares of Common Stock Issuable Upon Conversion of Convertible Notes prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the " Selling Securityholders ") of up to 65,385,828 shares of our common stock, par value $0.0001 per share (the " common stock "), consisting of (i) 10,243,924 shares of common stock (the " Ambia Shares ")

previously issued by us pursuant to a Membership Interest Purchase Agreement (the " Ambia Purchase Agreement "), dated

November 21, 2025, between the Company, Ambia Energy, LLC (" Ambia ") and Ambia Holdings, Inc., in connection with our acquisition of Ambia, (ii) 3,333,334 shares of common stock (the " Sunder Shares " and, collectively with the Ambia

Shares, the " Acquisition Shares ") previously issued by us pursuant to a Membership Interest Purchase Agreement (the

" Sunder Purchase Agreement " and, together with the Ambia Purchase Agreement, the " Acquisition Agreements "), dated September 21, 2025, by and among the Company, Complete Solar, Inc., Sunder Energy LLC (" Sunder ") and Chicken

Parm Pizza LLC, in connection with our acquisition of Sunder, (iii) up to 50,760,218 shares of common stock (the " Conversion

Shares ") issuable upon conversion of our 7% convertible senior notes due 2029 (the " 7% Notes "), and (iv)

1,048,352 shares of common stock held by certain of our former affiliates (the " Former Affiliate Shares " and, collectively with the Acquisition Shares and the Conversion Shares, the " Offered Securities "). The Acquisition Shares were issued at the closing of the transactions contemplated by the Transaction Agreements on November 21, 2025, with respect to the acquisition of

Ambia, and on September 24, 2025, with respect to the acquisition of Sunder. The 7% Notes were issued in multiple tranches in September

2024, December 2024, in the thirteen week period ended March 30, 2025, and on September 23, 2025. The Former Affiliate Shares were issued previously to former affiliates of Freedom Acquisition I Corp. and its sponsor, Freedom Acquisition I, LLC.

and 31 more changes in the filing

Forward-looking statements 51 changes

This prospectus contains

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the " Securities Act "), and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our and our management team's expectations, hopes, beliefs, intentions or strategies regarding the future.

business, expansion plans and opportunities.

The forward-looking statements

In addition, statements that

prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the " Securities Act "), and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our and our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, statements about:

our direct and indirect exposure

direct and indirect exposure to companies in the solar and renewable energy industries that are facing financial difficulties and potential bankruptcies;

disruptions in our supply chains

in our supply chains and distribution channels, tariffs and trade barriers, export regulations, bank failures, geopolitical conflicts and other macroeconomic conditions on our business and operations, results of operations and financial position;

our ability to leverage our acquisition

ability to leverage our acquisition under the asset purchase agreement with the SunPower Debtors, our acquisitions of Sunder (as defined below), and Ambia (as defined below) and Cobalt (as defined below) and other acquisitions, including our ability to integrate these and other acquired businesses, to fund and meet the liquidity needs of the acquired businesses, to retain key employees of the acquired businesses, to take advantage of growth opportunities and to realize the expected benefits of such acquisitions;

the potential impact of changes

potential impact of changes to and developments relating to the regulations and policies applicable to our business, customers and the industry;

changes in the availability of rebates, tax credits and other incentives;

tax credits and other incentives;

changes impacting the demand for

impacting the demand for solar solutions from residential customers and small and medium-sized businesses, including changes resulting from the current political climate and also changes in the price of electricity from other sources, including traditional utilities;

changes in and the volatility of interest rates;

our financial and business performance

financial and business performance following the Business Combination, the acquisition of the SunPower Businesses and our acquisitions of Sunder, and Ambia and Cobalt, including financial projections and business metrics, and our ability to manage our costs;

changes in our strategy, future

in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

our future capital requirements,

future capital requirements, the sufficiency of our cash, and sources and uses of cash, including cash required to service our current and future borrowings;

our ability to obtain funding for

ability to obtain funding for our operations and future growth, including in connection with the integration of our acquisitions, and our ability to raise capital and refinance our existing debt;

our ability to meet the expectations

ability to meet the expectations of new and current customers, and our ability to achieve market acceptance for our products and services, especially in light of the intense competition faced in our industry;

our expectations and forecasts with

expectations and forecasts with respect to market opportunity and market growth;

our expectations and plans relating

expectations and plans relating to cost control efforts (including headcount management and potential reductions) and expectations with respect to when we achieve breakeven operating income;

the ability of our products and services to meet customers' compliance and regulatory needs;

services to meet customers' compliance and regulatory needs;

our ability to attract and retain qualified employees and management;

qualified employees and management;

our ability to develop and maintain

ability to develop and maintain our brand and reputation, and our ability to maintain our relationships with key suppliers, installers and build partners;

developments and projections relating

and projections relating to our competitors and industry;

changes in general economic and

in general economic and financial conditions, inflationary pressures and the resulting impact demand, and our ability to plan for and respond to the impact of those changes;

our expectations regarding our ability

expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and our business, expansion plans and opportunities.

forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in the section titled "Risk Factors" and elsewhere in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We discuss in greater detail many of these risks under the section titled "Risk Factors" contained in the applicable prospectus supplement, in any free writing prospectuses we may authorize for use in connection with a specific offering, and in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form 10-Q. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. You should read this prospectus, any applicable prospectus supplement, together with the documents we have filed with the SEC and any free writing prospectus that we may authorize for use in connection with a specific offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

We discuss in greater detail many of these risks under the section titled "Risk Factors" contained in the applicable prospectus supplement, in any free writing prospectuses we may authorize for use in connection with a specific offering, and in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form 10-Q. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. You should read this prospectus, any applicable prospectus supplement, together with the documents we have filed with the SEC and any free writing prospectus that we may authorize for use in connection with a specific offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject.

"we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Prospectus summary 82 changes

This summary highlights

Our mission is to deliver

We offer solar system sales

and installation through the following three reportable segments: Residential Solar Installation, New Homes Business and Sunder (as defined below). We believe the SunPower acquisition, as well of our acquisitions of Sunder and Ambia (as defined below) will allow us to accelerate our revenue growth, and expand our footprint to deliver solar system sales into regions where we might have not previously done business.

We sell solar systems to

homeowners, home builders and small to medium-sized commercial customers through third-party sales partners. As a result of the Sunder Acquisition, which occurred late in the third quarter of fiscal 2025, we operate a solar energy sales force to initiate and execute contracts with customers throughout the United States. SunPower manages every aspect of project management for those contracts before ultimately contracting with builder partners or using in-house installation experts to complete the construction and installation of the solar systems.

This residential solar platform provides homeowners with simple pricing for solar energy that provides significant savings compared to traditional utility energy. Homeowners can choose from a wide array of system features and financing options that best meet their needs.

By delivering the best-matched products and a best-in-class customer experience, SunPower establishes valuable customer relationships that can extend beyond the initial solar energy system purchase and provide SunPower with opportunities to offer additional products and services in the future.

Since its inception, SunPower

has continued to invest in a platform of services and tools to enable large-scale operations for sales and builder partners. The platform incorporates processes and software solutions that simplify and streamline design, proposals, and project management throughout the lifecycle of a residential solar project. The platform empowers new market entrants and smaller industry participants with its plug-and-play capabilities.

The ecosystem SunPower has built provides broad reach, and we believe it positions SunPower for sustained and rapid growth through a capital-efficient business model. The network of our partners continues to expand today.

With the completion of the

acquisition of the SunPower Businesses, we believe that our ability to fuel innovation and gain operational efficiencies through our priority platform, Albatross, will allow us to service not only our customers more effectively but our sales and installation partners will be able to access real-time data in order to run their business.

Delivering a differentiated

customer experience is core to SunPower's strategy. It emphasizes a customized solution, including a design specific to each customer's home and pricing configurations that typically drive both customer savings and value. Developing a trusted brand and providing a customized solar service offering resonates with customers accustomed to a traditional residential power market that is often overpriced and lacking in customer choice.

Our overall mission is to

deliver energy-efficient solutions to homeowners, home builders and small to medium-sized businesses that allow them to lower their energy bills while reducing their carbon footprint. We want to pass our operational costs savings back to our customers by keeping costs low in an environment where labor costs are rising and interest rates remain uncertain. These operational costs savings are attributed to the workforce that was acquired as part of the acquisition of the SunPower Businesses. We increased our operations center that supports operations, order process, customer care and support, credit and collections, procurement, vendor management and accounting related functions, and have rationalized our headcount.

Corporate Information

We were originally known

as Freedom Acquisition I Corp. We are engaged in solar system sales and associated commerce. On July 18, 2023, Legacy Complete Solaria, FACT, First Merger Sub, Second Merger Sub and Third Merger Sub consummated the transactions contemplated under the Business Combination Agreement, following the approval at the special meeting of the stockholders of FACT held July 11, 2023. In connection with the closing of the Business Combination, we changed our name from Freedom Acquisition I Corp. to "Complete Solaria, Inc." Effective October 17, 2025, we changed our name from "Complete Solaria, Inc." to "SunPower Inc."

Our principal executive offices

are located at 45700 Northport Loop E, Fremont, CA 94538, and our telephone number is (510) 270-2507. Our corporate website address is https://us.sunpower.com/. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

our other registered and common law trade names, trademarks and service marks are property of SunPower Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols.

SunPower Acquisition Transaction

On August 5, 2024, we entered

into an Asset Purchase Agreement (the " APA ") with SunPower Corporation and its direct and indirect subsidiaries (the " SunPower Debtors ") which provided for the purchase of certain assets relating to the Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated by the SunPower Debtors (the " Acquired SunPower Assets ").

The sale by the SunPower Debtors was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware.

We completed the acquisition (" SunPower Acquisition ") of the Acquired SunPower Assets (" SunPower Businesses ") effective September 30, 2024.

Sunder Energy acquisition transaction

On September 21, 2025, we

entered into an agreement to acquire Sunder Energy, LLC (" Sunder ") and completed the acquisition effective September 24, 2025 (" Sunder Acquisition "). The Sunder Acquisition was completed through the acquisition of all of the membership interests of Sunder for aggregate consideration of $57.8 million consisting of cash, a note issued to the seller, 3,333,334 shares of our common stock issued as of the acquisition date plus an additional 3,333,333 shares to be issued on each of the 12-month and 18-month anniversaries of the closing of the acquisition (the " Sunder Post-Closing Consideration Shares "). The issuance of the Sunder Post-Closing Consideration Shares is subject to approval by our stockholders following the Sunder Acquisition closing in accordance with the rules and regulations of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635(a)). The shares of our common stock were valued at $17.1 million at the date of acquisition.

This transaction was accounted

for as a business combination in accordance with ASC 805, Business Combinations . The financial results of Sunder have been included in our unaudited condensed consolidated financial statements since the date of acquisition.

Ambia Energy acquisition transaction

On November 21, 2025, we

entered into an agreement to acquire Ambia Energy, LLC (" Ambia ") and completed the acquisition on November 21, 2025 (the " Ambia Acquisition "). The Ambia Acquisition was completed through the acquisition of all of the membership interests of Ambia for aggregate consideration of 10,243,924 shares of our common stock issued as of the acquisition date plus our agreement to issue an additional $9.375 million of shares of our common stock on the six-month anniversary of the Ambia Acquisition closing and an additional $9.375 million of shares of our common stock on the 12-month anniversary of the Ambia Acquisition closing (such shares, the " Ambia Post-Closing Consideration Shares "). The issuance of the Ambia Post-Closing Consideration Shares is subject to approval by our stockholders following the Ambia Acquisition closing in accordance with the rules and regulations of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635(a)). The actual number of Ambia Post-Closing Consideration Shares issuable on the six- and 12-month anniversaries of the Ambia Acquisition closing will be determined based on the 20-day trailing volume-weighted average price of our common stock after market close on the business day immediate prior to the issuance date of the applicable shares (the " VWAP Value "); provided that the VWAP Value for the calculation of the actual number of the Ambia Post-Closing Consideration Shares issuable will not be more than $2.8102 per share or less than $1.4988 per share.

This transaction was accounted

for as a business combination in accordance with ASC 805, Business Combinations .

Implications of Being a Smaller Reporting Company

and Emerging Growth Company

We are a "smaller reporting

company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements and reduced disclosure obligations regarding executive compensation. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of any reduced disclosure obligations, it may make the comparison of our financial statements with other public companies difficult or impossible.

growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (" JOBS Act "). As an emerging growth company, we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our President and Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act.

Section 102(b)(1) of the

JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. We have elected to opt out of such extended transition period.

We will remain an emerging

growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of FACT's initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year's second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" are to its meaning under the Securities Act, as modified by the JOBS Act.

The Standby Equity Purchase Agreement

On January 27, 2026 (the " Effective Date "), we entered

into a Standby Equity Purchase Agreement (the " Purchase Agreement "), with YA II PN, LTD., a Cayman Islands exempt limited company (" Yorkville ").

Pursuant to the Purchase Agreement, Yorkville will advance us, subject to the satisfaction of certain conditions as set forth in the Purchase Agreement, up to $20.0 million principal amount in two tranches (each, a " Pre-Paid Advance "), which will be evidenced by convertible promissory notes (the " Promissory Notes ").

The Promissory Notes will accrue interest on the outstanding principal balance at an annual rate equal to 0%, which will increase to an annual rate of 18% upon the occurrence of an event of default (as defined in the Promissory Notes) for so long as such event remains uncured.

The Promissory Notes will mature on January 27, 2027, which may be extended at the option of Yorkville.

The Promissory Notes are convertible at a conversion price equal to the lower of (i) a price per share equal to 125% of the daily VWAP (as defined in the Promissory Notes) on the Trading Day (as defined in the Promissory Notes) prior to the issuance of each Promissory Note or (ii) 93% of the lowest daily VWAP (as defined in the Promissory Notes) during the five consecutive Trading Days immediately preceding the conversion date or other date of determination (but no lower than the "floor price" then in effect, subject to adjustment from time to time in accordance with the terms contained in the Promissory Notes).

The first tranche of the Pre-Paid Advance was disbursed on January

27, 2026 in the principal amount of $1.9 million. A second tranche of the Pre-Paid Advance in a principal amount of up to $18.1 million may be advanced on the second trading day after this registration statement first becoming effective and, subject to the satisfaction of certain additional conditions pursuant to the Purchase Agreement.

At the closing of each tranche

of the Pre-Paid Advance, Yorkville will advance to us the principal amount of the applicable tranche of the Pre-Paid Advance, less a discount in the amount equal to 10% of the principal amount of such tranche of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount.

Pursuant to the Purchase Agreement, and upon the satisfaction of the conditions to Yorkville's purchase obligation set forth therein, including the registration of shares of common stock issuable pursuant to the Purchase Agreement for resale, we will have the right, from time to time, until January 27, 2029, to require Yorkville to purchase up to an additional $25.0 million of shares of common stock (the " Commitment Amount "), subject to certain limitations and conditions set forth in the Purchase Agreement, by delivering written notice to Yorkville (an " Advance Notice ").

If there is no balance outstanding under the Promissory Notes, we may, in our sole discretion, select the amount of the Advance that we desire to issue and sell to Yorkville in each Advance Notice, subject to a maximum limit equal to 100% of the average of the daily volume traded of our common stock on the Nasdaq for the five consecutive trading days immediately preceding the delivery of an Advance Notice (the " Maximum Advance Amount "). If there is a balance outstanding under the Promissory Notes, we may only submit an Advance Notice (i) if an Amortization Event (as defined in the Promissory Notes) has occurred and our obligation to make prepayments under the Promissory Notes has not ceased, and (ii) the aggregate purchase price owed to us from such Advances (the " Advance Proceeds ") will be paid by Yorkville by offsetting the amount of the Advance Proceeds against an equal amount outstanding under the Promissory Notes. Pursuant to an Advance Notice, the shares will be issued and sold to Yorkville at a per share price equal to, at our election as specified in the relevant Advance Notice: (i) 96% of the Market Price for any period beginning at such time on such date that the Company of receives confirmation of receipt of such Advance Notice by Yorkville and ending on 4:00 p.m. Eastern Time on the date of the applicable Advance Notice, or (ii) 97% of the Market Price for the three consecutive trading days commencing on the day such Advance Notice is deemed delivered pursuant to the terms of the Purchase Agreement.

We paid Yorkville a structuring

and due diligence fee of $50,000 and issued to Yorkville 175,000 Commitment Shares as a commitment fee.

Under the applicable rules of The Nasdaq Stock Market LLC (the " Nasdaq Rules "), and pursuant to the Purchase Agreement, in no event may we issue or sell to Yorkville shares of our common stock in excess of 22,381,878 shares (the " Exchange Cap "), which is 19.99% of the shares of our common stock outstanding immediately prior to the Effective Date, unless we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap. In any event, we may not issue or sell any shares of common stock under the Purchase Agreement if such issuance or sale would breach any applicable Nasdaq Rules. Pursuant to the Purchase Agreement, we agreed to hold a special meeting of our stockholders within 90 days of the Effective Date in order to seek approval from our stockholders of (i) the issuance of shares of common stock under the Purchase Agreement in excess of the Exchange Cap, and (ii) the issuance of the maximum number of Conversion Shares issuable upon conversion of the Promissory Notes.

In addition, we may not issue or sell any shares of common stock to

Yorkville under the Purchase Agreement or under the Promissory Notes, which, when aggregated with all other shares of common stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder), would result in Yorkville and its affiliates beneficially owning more than 4.99% of the then-outstanding shares of our common stock.

The Purchase Agreement will automatically terminate on the earlier to occur of (i) January 27, 2029 or (ii) the date on which Yorkville has purchased from us under the Purchase Agreement the Commitment Amount in full. We may terminate the Purchase Agreement at any time upon five trading days' prior written notice to Yorkville, provided that there are no outstanding Advance Notices under which we are yet to issue common stock and provided that we have paid all amounts owed to Yorkville pursuant to the Purchase Agreement and the Promissory Notes. We and Yorkville may also agree to terminate the Purchase Agreement by mutual written consent. Neither we nor Yorkville may assign or transfer our respective rights and obligations under the Purchase Agreement, and no provision of the Purchase Agreement may be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties.

The Purchase Agreement contains customary representations, warranties, conditions, and indemnification obligations of the parties. The representations, warranties, and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the parties. Copies of the agreements have been filed as exhibits to the registration statement that includes this prospectus and are available electronically on the SEC's website at www.sec.gov.

In connection with the Purchase Agreement, we entered into a registration rights agreement with Yorkville pursuant to which we agreed to file a registration statement registering the resale of the common stock underlying the Promissory Notes, the Commitment Shares and, if applicable and in our discretion, additional Advances pursuant to the Purchase Agreement.

Other than as stated above, we will control the timing and amount of any sales of common stock to Yorkville that we may elect, in our sole discretion, to effect from time to time during the term of the Purchase Agreement. Actual sales of shares of common stock to Yorkville under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common stock and determinations by us as to the appropriate sources of funding for our business and our operations.

The net proceeds to us from sales that we elect to make to Yorkville under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell shares of our common stock to Yorkville.

We expect that any proceeds received by us from such sales to Yorkville will be used for general corporate purposes.

So long as the outstanding balance owed under outstanding Promissory

Notes is more than $2.0 million, we will not (a) repay any loans to any executives or employees of the company or make any payments in respect of any related party debt (other than regular interest payments on outstanding debt) or (b) enter into any agreement relating to variable rate transactions. Notwithstanding the foregoing, (i) prior to the effectiveness of the registration statement of which this prospectus forms a part, we may engage in variable rate transactions under the White Lion Purchase Agreement (as defined below) provided that the total gross proceeds of shares sold under the White Lion Purchase Agreement shall not exceed $4.0 million in any 30-day period, and (ii) following the effectiveness of the registration statement of which this prospectus forms a part, we may use the White Lion Purchase Agreement at any time if either (x) the outstanding balance owed under the Promissory Note(s) that are then outstanding is less than $2.0 million, or (y) an Amortization Event (as defined in the Purchase Agreement) has occurred and the obligation of the Company to make monthly prepayments under the Promissory Note has not ceased, and the aggregate proceeds received by the Company from such offer and sale of shares pursuant to the White Lion Purchase Agreement is used to pay the amounts outstanding under the Promissory Notes during the pendency of the Amortization Event.

We agreed that, during such time as the outstanding balance owed under the Promissory Notes that are then outstanding exceeds $2.0 million, without the consent of Yorkville, we shall not incur additional indebtedness (or grant any liens) other than Permitted Indebtedness (as defined in the Purchase Agreement), including (i) indebtedness under outstanding Promissory Notes, (ii) indebtedness existing as of the date of the Purchase Agreement and disclosed to Yorkville, (iii) certain subordinated indebtedness, (iv) indebtedness incurred pursuant to a receivables financing, factoring or accounts receivable securitization facility, subject to the additional conditions and requirements set forth in the Purchase Agreement, (v) indebtedness incurred after the date of the Purchase Agreement in an aggregate amount that does not exceed $1.0 million at any one time, and (vi) subject to the further requirements of the Purchase Agreement, refinancings of the above.

Yorkville has agreed that none of Yorkville, its sole member, any of their respective officers, or any entity managed or controlled by Yorkville or its sole member will engage in or effect, directly or indirectly, for its own account or for the account of any other of such persons or entities, any short sales of the common stock or hedging transaction that establishes a net short position in the common stock during the term of the Purchase Agreement.

Because the per share purchase price that Yorkville will pay for shares of common stock (the " Purchase Shares ") pursuant to any Advance that we may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable period for such Advance on the applicable purchase date for such Advance (the " Purchase Date "), as of the date of this prospectus, we cannot determine the actual purchase price per share that Yorkville will be required to pay for any Purchase Shares that we may elect to sell to Yorkville under the Purchase Agreement from and after the Effective Date and, therefore, we cannot be certain how many Purchase Shares, in the aggregate, we may issue and sell to Yorkville under the Purchase Agreement from and after the Effective Date.

Although the Purchase Agreement provides that we may sell up to $25.0 million of our common stock to Yorkville, no Purchase Shares are being registered under the Securities Act for resale by Yorkville under the registration statement that includes this prospectus. If we elect to sell Purchase Shares to Yorkville under the Purchase Agreement, we will need to register under the Securities Act additional shares of our common stock for resale by Yorkville which, will enable us to issue and sell to Yorkville such aggregate number of shares of common stock under the Purchase Agreement as will be necessary in order for us to receive aggregate proceeds equal to Yorkville's $25.0 million maximum aggregate purchase commitment available to us under the Purchase Agreement.

If we elect to issue and sell to Yorkville more than the 22,381,878 shares of common stock being registered under the Securities Act for resale by Yorkville under the registration statement that includes this prospectus, which we have the right, but not the obligation, to do, we must first (i) obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules and (ii) file with the SEC one or more additional registration statements to register under the Securities Act for the offer and resale by Yorkville of any such additional shares of our common stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to Yorkville under the Purchase Agreement.

Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock in addition to the 22,381,878 shares of common stock being registered for resale by Yorkville under the registration statement that includes this prospectus could cause additional substantial dilution to our stockholders.

The issuance of our common stock to Yorkville pursuant to the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance.

and 2 more changes in the filing

The offering 12 changes

● 175,000 Commitment Shares that we issued to Yorkville in connection with the execution of the Purchase Agreement on January 27, 2026, as partial consideration for its commitment to purchase shares of common stock at our direction under the Purchase Agreement, for which we have not and will not receive any cash consideration; and ● Up to 22,206,878 Conversion Shares issued or to be issued to Yorkville in connection with the Pre-Paid Advance by Yorkville and pursuant to the Convertible Notes issued or to be issued to Yorkville by us under the Purchase Agreement.

Securities offered by the Selling Securityholder

Up to 22,381,878 65,385,828 shares of our common stock, consisting of:

shares of common stock previously issued by us in connection with our acquisition of Ambia;

shares of common stock previously issued by us in connection with our acquisition of Sunder;

to 50,760,218 shares of common stock issuable upon conversion of our 7% Notes; and ● 1,048,352 shares of common stock held by certain former affiliates.

Shares of common stock outstanding prior to this offering

1 unchanged paragraph

Terms of the offering

Shares of common stock outstanding after this offering

178,161,856 (based on the total

135,157,906 (based on the total shares outstanding as of January 29, 2026).

The Selling Securityholder Securityholders will determine when and how it they will dispose of the shares of common stock registered for resale under this prospectus.

Risk factors 614 changes

Investing in our securities

We have a history of

Since our inception, we have

If we are not able to secure

We may not achieve profitability

Failure to generate sufficient

We may need to raise

Our operations have consumed

We had cash and cash equivalents

We will require substantial

To the extent that we raise

additional capital by issuing equity or convertible debt securities, our existing stockholders may experience substantial dilution, and the terms of these issued securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders. For example, we may issue debt or equity securities under our shelf registration statement, through our at-the-market offering facility, through our existing equity line of creditor we may issue additional debt or equity securities in private transactions. Any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such as raising additional capital, incurring additional debt, making capital expenditures or declaring dividends.

In connection with the preparation

Each of the control deficiencies

Control Environment.

This control environment

Risk Assessment. The

Information and Communication.

Monitoring Activities.

These material weaknesses

We have taken certain steps,

If we are not able to maintain

Our failure to prepare

We did not file our Annual

Changes in international

On February 7, 2018, safeguard

tariffs on imported solar cells and modules (" CSPV ") went into effect pursuant to Proclamation 9693, which approved recommendations to provide relief to U.S. manufacturers and impose safeguard tariffs on imported solar cells and modules, based on the investigations, findings, and recommendations of the U.S. International Trade Commission (the " International Trade Commission ").

The tariffs could materially

In addition to the safeguard

Further, the Uyghur Forced

Such tariffs could materially increase the price of our solar products and result in significant additional costs to the company, its resellers, and the resellers' customers, which could cause a significant reduction in demand for the company's solar power products and greatly reduce our competitive advantage.

Our business depends

U.S. federal, state and local

The Inflation Reduction Act

On July 4, 2025, the One

With respect to the PTC,

The PTC under Code Section

Under the OBBBA, solar facilities

With respect to the ITC,

Similar to Section 45Y, solar

Under the IRA, the Section

The OBBBA has materially

Moreover, the U.S. federal

Under the JOBS Act, emerging

growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We will remain an emerging

Even after we no longer qualify

We cannot predict if investors

Macroeconomic conditions

Our business depends on the

In the past, unfavorable

Reductions in customer spending

Existing regulations

The market for electric generation

products is heavily influenced by federal, state and local government laws, geopolitical forces (such as trade policies and tariffs), regulations and policies concerning the electric utility industry in the U.S. and abroad, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation, and trade and policy changes that make solar power less competitive with other power sources could deter investment in the research and development of alternative energy sources as well as customer purchases of solar power technology, which could in turn result in a significant reduction in the demand for our solar power products. The market for electric generation equipment is also influenced by geopolitics, trade and local content laws, policies and tariffs, regulations and policies that can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our solar products.

We rely on net metering

Net metering is one of several

Net metering programs have

In California, the California

Other states may adopt policies similar to NEM 3.0 that cause deterioration to other residential solar markets.

We utilize a limited

number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar service offerings.

We purchase solar panels,

In particular, there are

In addition, production of

Despite efforts to obtain

components from multiple sources whenever possible, many suppliers may be single-source suppliers of certain components. If we cannot maintain long-term supply agreements or identify and qualify multiple sources for components, access to supplies at satisfactory prices, volumes and quality levels may be harmed. We may also experience delivery delays of components from suppliers in various global locations.

Our need to purchase supplies

Our business substantially

If we fail to manage

We have experienced significant

Our growth requires our management to devote a significant amount of time and effort to maintain and expand relationships with customers, dealers and other third parties, attract new customers and dealers, arrange financing for growth and manage expansion into additional markets.

In addition, our current

If we cannot manage operations

We have incurred losses

We generated net losses of

Even if we do achieve profitability,

We believe a homeowner's

A reduction in utility electricity

The solar energy and renewable

1 unchanged paragraph

1 unchanged paragraph

and 534 more changes in the filing

Use of proceeds 12 changes

All of the shares of common

stock offered by the Selling Securityholder pursuant to this prospectus will be sold by the Selling Securityholder for its own account.

Prior to the date of this prospectus, we received proceeds of $1,710,000 in connection with our sale and issuance to Yorkville of a Promissory Note pursuant to the Purchase Agreement in the aggregate principal amount of $1,900,000; and we may receive up to an additional $16,290,000 proceeds from an additional $18,100,000 aggregate principal amount of Promissory Notes that we may elect to issue and sell to Yorkville pursuant to the Purchase Agreement prior to or after the date of this prospectus. We will not receive any additional proceeds in connection with Yorkville's conversion of any of the Promissory Notes.

The proceeds from the Selling Securityholder that we receive from the issuance of the Promissory Notes or otherwise under the Purchase Agreement are currently expected to be used for general corporate purposes, including working capital. Accordingly, we retain broad discretion over the use of the net proceeds from the sale of our common stock under the Purchase Agreement and from the issuance of Promissory Notes in accordance with the Purchase Agreement. We have no control over the amount and timing of any conversions of the Promissory Notes by the Selling Securityholder.

We will incur all costs

We cannot currently determine

of the shares of common stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their own accounts. We will not receive any of the proceeds from the resale of the shares of common stock by the Selling Securityholder. Securityholders.

Selling Securityholders will pay any underwriting fees, discounts and selling commissions incurred by the Selling Securityholders in connection with any sale of their shares. We will incur all costs associated with this prospectus and the registration statement of which it is a part.

cannot currently determine the price or prices at which shares of common stock may be sold by the Selling Securityholder under this prospectus.

1 unchanged paragraph

Our common stock and Public

common stock and Public Warrants are currently listed on Nasdaq under the symbols "SPWR" and "SPWRW," respectively.

Warrants are currently listed on Nasdaq under the symbols "SPWR" and "SPWRW," respectively. Our common stock and public warrants were previously listed on Nasdaq under the symbols "CSLR" and "CSLRW", respectively. Prior to the consummation of the Business Combination, our common stock and our Public Warrants were listed on the NYSE under the symbols "FACT" and "FACT WS," respectively. On January 29, 2026, there were 421 holders of record of the common stock. We currently do not intend to list the Private Warrants on any stock exchange or stock market.

Dividend policy 501 changes

We have never declared or

SunPower Inc. (" SunPower "

We fulfill our customer contracts

As further discussed below

There is substantial doubt

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 our ability to continue as a going concern.

Our growth strategy contains

We expect to create a consistent offering with a single execution process for such sales partners throughout their geographic territories.

We entered into an Amended

Disposal transaction

In October 2023, we completed

Following is a discussion

On August 5, 2024, we entered

We financed the SunPower

On September 21, 2025, we

We financed the Sunder Acquisition

On November 21, 2025, we

Revenue is recognized for

Installation includes the

The amount of revenue recognized

Step 1. Identification of

Step 2. Identification of

Step 3. Determination of

Step 4. Allocation of the

Step 5. Recognition of the

Our Residential Solar Installation

Our New Homes Business segment

Our customers are invoiced upon the completion of installation.

Our performance obligation

Revenue is generally recognized

We record deferred revenue

We earn revenue from contracts

Our costs to obtain and fulfill

Cost of revenues is comprised

Sales commissions are direct

Sales and marketing expenses

General and administrative

General and administrative

Interest expense primarily

Other expense, net consists

Income tax expense primarily

The global supply chain and

We cannot predict the full

Our discussion and analysis

Our future financial statements will be affected to the extent that our actual results materially differ from these estimates. For further information on all of our significant accounting policies, see Note 2 – Summary of Significant Accounting Policies, to our consolidated financial statements included elsewhere herein. We believe that policies associated with our revenue recognition and business combination have the greatest impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

We believe that policies

Revenue is recognized for

Installation includes the

The amount of revenue recognized

Step 1. Identification of

Step 2. Identification of

Step 3. Determination of

Step 4. Allocation of the

Step 5. Recognition of the

Our Residential Solar Installation

Our New Homes Business sells

Our performance obligation

Revenue is generally recognized

We record deferred revenue

Our costs to obtain and fulfill

We record all acquired assets

A discussion of recently

Results of operations

We have derived the following

Thirteen-weeks ended September 28, 2025

compared to the thirteen weeks ended September 29, 2024

The following table sets

Thirteen Weeks Ended

General and administrative

Total operating expenses

have never declared or paid any dividends on shares of our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Any decision to declare and pay dividends in the future will depend on, among other things, the consent of our lender(s), our results of operations, cash requirements, financial condition, contractual restrictions and other factors that the SunPower Board may deem relevant.

Any decision to declare and pay dividends in the future will depend on, among other things, the consent of our lender(s), our results of operations, cash requirements, financial condition, contractual restrictions and other factors that the SunPower Board may deem relevant.

Discussion and Analysis of Financial Condition and Results of Operations should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the "Special Note Regarding Forward-Looking Statements" and "Risk Factors" sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Inc. (" SunPower " or the " Company ") is the rebranded name of Complete Solaria, Inc. Complete Solaria, Inc. was formed in November 2022 through the merger of Complete Solar and The Solaria Corporation. Founded in 2010, Complete Solar created a technology platform to offer clean energy products to homeowners by enabling a national network of sales partners and build partners. Our sales partners generate solar installation contracts with homeowners on our behalf. To facilitate this process, we provide the software tools, sales support and brand identity to our sales partners, making them competitive with national providers. This turnkey solution makes it easy for anyone to sell solar.

fulfill our customer contracts by using in-house installation experts and by engaging with local construction specialists. We manage the customer experience and complete all pre-construction activities prior to delivering build-ready projects including hardware, engineering plans, and building permits to our builder partners. We manage and coordinate this process through our proprietary software system.

further discussed below and in the accompanying unaudited condensed consolidated financial statements (Note 15 - Segment Information), we have three reportable segments: Residential Solar Installation, New Homes Business and Sunder Energy (" Sunder ").

is substantial doubt about our 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 our ability to continue as a going concern.

Growth strategy and outlook

growth strategy contains the following elements:

● Increase revenue by expanding installation capacity and

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3 unchanged paragraphs

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3 unchanged paragraphs

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3 unchanged paragraphs

2 unchanged paragraphs

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and 421 more changes in the filing

Legal proceedings 39 changes

We are a party to various

SolarPark Litigation

In January 2023, SolarPark

Korea Co., LTD (" SolarPark ") demanded approximately $80.0 million during discussions between the Company and SolarPark.

On March 16, 2023, SolarPark

and 34 more changes in the filing

Executive compensation 168 changes

and 168 more changes in the filing

Capitalization 48 changes

and 48 more changes in the filing

Related-party transactions 61 changes

and 61 more changes in the filing

Principal stockholders 375 changes

1 unchanged paragraph

4 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 375 more changes in the filing

Plan of distribution 69 changes

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

and 69 more changes in the filing

Notes to the financial statements 532 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 532 more changes in the filing

Management 715 changes

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

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2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

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2 unchanged paragraphs

3 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

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4 unchanged paragraphs

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and 715 more changes in the filing

Business 489 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 489 more changes in the filing

Other information 37 changes

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

and 37 more changes in the filing

Note 1: BUSINESS AND ORGANIZATION 2 changes

4 unchanged paragraphs

2 unchanged paragraphs

and 2 more changes in the filing

Financial statements 55 changes

2 unchanged paragraphs

3 unchanged paragraphs

9 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

6 unchanged paragraphs

9 unchanged paragraphs

17 unchanged paragraphs

and 55 more changes in the filing

Exhibits 1 change

and 1 more change in the filing

Description of the securities 12 changes

and 12 more changes in the filing

Undertakings 30 changes

8 unchanged paragraphs

and 30 more changes in the filing