SunPower: securities offering

Cover page 200 changes

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. ☒

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

"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

As filed with the United States Securities and Exchange Commission on June 29, July 23, 2026.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Delaware 001-40117 93-2279786

(State or other jurisdiction of

incorporation or organization)

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

Identification Number)

1403 N. Research Way

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

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

Chief Executive Officer

1403 N. Research Way

(Name, 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.

statement is declared effective.

If any of the securities

being registered on this Form is filed 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. ☐

If this Form is a post-effective

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(d) 462(c) 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. ☐ 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

TO COMPLETION, DATED JUNE 29, 2026

to 380,000 Shares of Common Stock Issuable Upon Exercise of a Warrant to 4,424,779 Shares of Common Stock Issuable Upon Conversion of Convertible Notes

This prospectus relates to the offer and sale

(i) 6,666,666 shares of common stock (the " Sunder Shares ") previously issued by us pursuant to the Amendment and

Agreement, dated as of March 5, 2026 (the " Sunder Amendment "), relating to the Membership Interest Purchase Agreement (the " Sunder Purchase Agreement "), dated September 21, 2025, by and among the Company, Complete Solar, Inc., Sunder

Energy LLC (" Sunder ") and Chicken Parm Pizza LLC (" CPP "), in connection with our acquisition of Sunder; (ii) up to 1,805,705 shares of common stock (the " Cobalt Shares ") previously issued pursuant to the Share

Purchase Agreement, dated January 30, 2026, by and among the Company, Cobalt Power Systems, Inc. (" Cobalt ") and the selling shareholders (the " Selling Shareholders ") party thereto (the " Cobalt Purchase Agreement "

and, together with the Sunder Purchase Agreement, the " Acquisition Agreements ") in connection with our acquisition of Cobalt; (iii) up to 380,000 shares of common stock (the " Ayna Shares ") that are issuable upon the exercise of the warrant to purchase common stock (the " Ayna 2026 Warrant ") originally issued in a private placement to Ayna.AI

LLC (" Ayna "); and (iv) up to 4,424,779 shares of common stock (the " Conversion Shares " and, collectively with the Sunder Shares, the Cobalt Shares and the Ayna Shares, the " Offered Securities ") issuable upon conversion of a 10% convertible senior secured note due 2029 in the original principal amount of $5.0 million (the " Secured

Note "). The Sunder Shares were issued by us to CPP pursuant to the Sunder Amendment on April 8, 2026. The Cobalt Shares were issued by us to the Selling Shareholders pursuant to the Cobalt Purchase Agreement on February 2, 2026. The Ayna 2026 Warrant was issued by us effective January 1, 2026. The 10% Note was issued by us on May 20, 2026 pursuant to the Note Purchase Agreement, dated May 19,

2026, between the Company and the Selling Securityholder party thereto.

Selling Securityholders will pay all brokerage fees and commissions and similar expenses attributable to the sales of its common stock.

in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled

Securityholders of the securities offered by them described in this prospectus.

Inc." and Second Merger Sub changed its name to "CS, LLC" and (iii) immediately after the consummation of the Second

Merger Sub surviving as a wholly-owned subsidiary of FACT (together with the First Merger and the Second Merger, the "Mergers").

Acquisition I Corp.") and its consolidated subsidiaries. References to "FACT" refer to the predecessor company prior to the consummation of the Business Combination.

If an emerging growth 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.

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.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED JULY 23, 2026

Up to 8,472,371 45,571,137 Shares of Common Stock

This 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 13,227,150 45,571,137 shares of our common stock, par value $0.0001 per share (the " common stock "), consisting of (i)

19,300,991 shares of common stock (the " Exchange Shares ") issued by us pursuant to separately- and privately-negotiated agreements (the " Exchange Agreements ") with certain holders of our 12.0% Convertible Senior Notes due 2029 (the " 12.0%

Notes "), 10.0% Convertible Senior Secured Notes due 2029 (the " 10.0% Notes ") and 7.0% Convertible Senior

Notes due 2029 (the " 7.0% Notes " and together with the 12.0% Notes and the 10.0% Notes, collectively, the " Notes ")

in exchange for approximately $10.7 million of cash interest otherwise payable on July 1, 2026, October 1, 2026 and January 1, 2027, and (ii) 26,270,146 shares of common stock (the " FPA Shares ") issued or issuable by us pursuant to the terms of separately- and privately-negotiated OTC Equity Prepaid Forward Transaction Settlement Agreements (the " FPA Settlement Agreements ")

and related Forward Purchase Agreements. The Exchange Shares were issued by us to the Selling Securityholders pursuant to the Exchange

Agreements on July 1, 2026. A total of 17,900,462 FPA Shares were issued by us to the Selling Securityholders pursuant to FPA Settlement

Agreements, and up to an additional 8,369,684 FPA Shares are issuable pursuant to the FPA Settlement Agreements.

See " Prospectus Summary " below for a description of the Acquisition Agreements, the Ambia Acquisition and the Sunder

of the Exchange Agreements, the Notes, and the FPA Settlement Agreements and related Forward Purchase Agreements and " Selling

Acquisition and the 7% Notes and " Selling Securityholders " for additional information regarding the Selling Securityholders.

We are not selling any securities under this prospectus

are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the Selling Securityholders.

The Selling Securityholders may sell or otherwise

Selling Securityholders may sell or otherwise dispose of the shares of common stock described in this prospectus in a number of different ways and at varying prices. See " Plan of Distribution " for more information about how the Selling Securityholders may sell or otherwise dispose of the shares of common stock being registered pursuant to this prospectus. None of the Selling Securityholders are an "underwriter" with respect to the securities registered hereunder within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

The Selling Securityholders will pay all brokerage

fees and commissions and similar expenses attributable to the sales of its common stock. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares of common stock offered hereby, including legal and accounting fees. See " Plan of Distribution ."

Shares of our common stock are listed on the Nasdaq Global Market ("Nasdaq")

Global Market ("Nasdaq") under the symbol "SPWR". On June 26, July 20, 2026, the closing price of our common stock was $0.63. $0.6063.

We are an "emerging growth company"

and 120 more changes in the filing

Prospectus summary 133 changes

This summary highlights

summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and related notes appearing at the end of this prospectus and the information set forth in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Unless the context otherwise requires, we use the terms "SunPower," "company," "we," "us" and "our" in this prospectus to refer to SunPower Inc. and our wholly owned subsidiaries.

Our mission is to deliver

mission is to deliver energy-efficient solutions to homeowners and small to medium-sized businesses that allow them to lower their energy bills while reducing their carbon footprint. SunPower Inc. or SunPower, has created a unique, end-to-end offering that delivers a best-in-class customer experience with a robust technology platform, financing solutions, and high-performance solar equipment.

SunPower Inc. (the "Company")

is the rebranded name of Complete Solaria, Inc. The rebranding was effective April 22, 2025 and became legally effective on October 17, 2025. We are headquartered in Orem, Utah.

Complete Solaria, Inc. ("Complete

Solaria") was formed in November 2022 through the merger of Complete Solar Holding Corporation, a Delaware corporation ("Complete Solar"), and The Solaria Corporation, a Delaware corporation (such entity, "Solaria," and such transaction, the "Business Combination"). Complete Solaria 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. We fulfill our customer contracts by engaging with local construction specialists and using our in-house installation experts. 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 and in-house teams.

In October 2023, we sold

the solar panel assets of The Solaria Corporation, including intellectual property and customer contracts to Maxeon Solar Technologies, Ltd. ("Maxeon") pursuant to the terms of an asset purchase agreement (the "Disposal Agreement"). Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria for an aggregate purchase price of approximately $11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares.

We expect to continue making

acquisitions and entering into strategic partnerships as part of our long-term business strategy. For example, on September 24, 2025, we completed the purchase of all the membership interests of Sunder Energy, LLC ("Sunder"). Sunder provides a third-party solar energy sales force to initiate and execute contracts with customers throughout the United States. Sunder's sales force works with solar installation companies in which Sunder acts as the agent for each transaction entered. Sunder earns revenue based on residential solar installation contracts for residential homeowners that are sold to installation companies in accordance with its contracts with those installation companies. Upon entering into a sales contract, the requisite performance obligation of Sunder is to assist the installation companies in the progress of the installation and obtain permission to operate. On November 21, 2025, we completed the purchase of all the membership interest of Ambia Energy, LLC ("Ambia"). Ambia is a residential solar energy system installer which operates in various markets throughout the United States. Ambia generates revenue from selling and installing solar energy systems or orchestrating the sale of a solar energy system which will be installed by a third party. On January 30, 2026, we completed the purchase of all of the equity interests of Cobalt Power Systems, Inc. ("Cobalt"). Cobalt is an installer of residential and commercial solar energy systems in the San Francisco Bay area. Cobalt generates revenue from the design and installation of solar power systems.

On August 5, 2024, we entered

into an Asset Purchase Agreement (the "APA") among us and SunPower Corporation and its direct and indirect subsidiaries (collectively, the "SunPower Debtors") providing for the sale and 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 APA was entered into in connection with a voluntary petition filed by SunPower under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532. The sale was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware. We completed the acquisition of the Acquired SunPower Assets effective September 30, 2024. The assets and businesses acquired by us under the APA are referred to as the "SunPower Businesses." As part of the acquisition the Company acquired Albatross, an order-to-management proprietary software to manage our orders, fulfillment and customer service all in one central location.

The acquisitions of Sunder,

Ambia, Cobalt and SunPower Businesses are collectively referred to herein as "Acquisitions".

We offer solar system sales

and installation to residential homeowners and the new home builders' communities. The Acquisitions 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 our acquisition of Sunder, we operate a solar energy sales force to initiate and execute contracts with customers throughout the United States. We manage 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, we establish valuable customer relationships that can extend beyond the initial solar energy system purchase and provide us with opportunities to offer additional products and services in the future.

Technology Innovation

Since inception, we have

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

We use salesforce.com to

manage and fulfill orders which replaced our use of Albatross, the rights to which we acquired in connection with our acquisition of the SunPower Businesses. Albatross is a sales order platform which will be sunset later in 2026. Our acquisition of Sunder included Merdeka, a software platform which gives access from bookings to energization. We currently have this platform on view only and believe it has future potential as a differentiating option compared to our competition.

Differentiation and Operating Results

Delivering a differentiated

customer experience is core to our 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 SunPower Acquisition. We expanded 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 ("FACT"). We are engaged in solar system sales and associated commerce. On July 18, 2023, Complete Solaria, FACT, and certain other entities consummated the transactions contemplated under that certain amended and restated Business Combination Agreement, dated as of May 26, 2023, 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. Our principal executive offices are located at 1403 N. Research Way, Orem UT 84097, and our telephone number is (877) 299-4943. 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.

On July 22, 2026, we received

written notice (" Bid Price Notice ") from Nasdaq notifying us that we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

The Bid Price Notice does

not impact the listing of our common stock on The Nasdaq Global Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days before January 19, 2027. In the event that we do not regain compliance within this 180-day period, subject to compliance with certain further requirements, we may be eligible to seek an additional compliance period of 180 calendar days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance period by effecting a reverse stock split if necessary. However, if it appears to the Nasdaq staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq will provide notice to the Company that our common stock will be subject to delisting.

FPA Settlement Transactions

On July 17, 2026, we entered into OTC Equity Prepaid Forward Transaction Settlement Agreements (the " FPA Settlement Agreements ") with each of the FPA Sellers (as defined below). The FPA Settlement Agreements memorialize the agreements between the Company and each FPA Seller with respect to (i) the settlement amount adjustment payable by the Company under the Forward Purchase Agreements, (ii) the Company's election to pay the settlement amount adjustments by issuing an aggregate of 17,900,462 shares of common stock on July 17, 2026, (iii) certain mechanics for determining whether any further shares of common stock are issuable as a result of the trading price of the common stock during the valuation period under the FPA Settlement Agreements and the Forward Purchase Agreements, and (iv) in the case of one FPA Seller, the obligation to make monthly cash amortization payments of $50,000 beginning on October 31, 2026 if such FPA Seller has not realized its full settlement amount adjustment through the sale of shares of common stock on or before such date. The FPA Settlement Agreements also include registration rights with respect to the shares of common stock issued or issuable pursuant to the FPA Settlement Agreements and related Forward Purchase Agreements.

On June 29, 2026 and June 30, 2026, we entered

into separately- and privately- negotiated agreements (the " Exchange Agreements ") with certain holders of our 12.0% Convertible Senior Notes due 2029 (the " 12.0% Notes "), 10.0% Convertible Senior Secured Notes due 2029 (the " 10.0% Notes ") and 7.0% Convertible Senior Notes due 2029 (the " 7.0% Notes " and together with the 12.0% Notes and the 10.0% Notes, collectively, the " Notes ").

Pursuant to the Exchange Agreements, the applicable

holders of Notes agreed to exchange (the " Exchange ") approximately $10.7 million of cash interest otherwise payable on July 1, 2026, October 1, 2026 and January 1, 2027 (the " Exchanged Interest Amounts ") for 19,300,991 shares (the " Exchange Shares ") of common stock, which are being registered hereby. The transactions under the Exchange Agreements closed on, and the Exchange Shares were issued on, July 1, 2026. As a result of the Exchange, the Exchanged Interest Amounts will not be payable in cash by us on the applicable payment dates under the Notes. The Exchange Agreements include registration rights, representations and warranties and other covenants that are customary for such exchange transactions.

10.0% Notes Offering and Related Transactions

On April 23, 2026, we closed

our private offering (the " Offering ") of $41,000,000 aggregate principal amount of our 10.0% Notes, consisting of:

(i) the sale and issuance of $24,000,000 aggregate principal amount of 10.0% Notes to qualified institutional buyers; (ii) the sale and issuance of $1,000,000 principal amount of 10.0% Notes to an institutional accredited investor; (iii) the issuance of $6,000,000 principal amount of 10.0% Notes to entities affiliated with Thurman John "T.J." Rodgers, the Company's Chief Executive Officer and Chairman, in consideration for $6,000,000 previously funded to the Company pursuant to simple agreements for future equity; and (iv) the issuance of $10,000,000 aggregate principal amount of 10.0% Notes in connection with the exchange of the promissory note originally issued by the Company to Chicken Parm Pizza LLC (" CPP ") on September 24, 2025 in connection with the Company's acquisition of Sunder Energy (the " Seller Note "). On May 20, 2026, the Company issued and sold a further $5,000,000 aggregate principal amount of 10.0% Notes in a private offering to an additional purchaser.

On April 21, 2026, in connection

with the Offering, the Company and YA II PN, LTD., a Cayman Islands exempt limited company (" Yorkville ") entered into a letter agreement (the " YA Letter "). Pursuant to the YA Letter, the Company agreed to voluntary prepay $5,000,000 of the outstanding principal amount of YA Debenture (as defined below), resulting in a revised outstanding principal balance under the YA Debenture of $5,000,000. The Company further agreed to repay the remaining principal balance and accrued interest under the YA Debenture in four equal monthly installments of $1,287,000, with the first payment due on May 5, 2026. Pursuant to the YA Letter, Yorkville further consented to the issuance of the Notes and the grant of the liens pursuant to the Security Agreement (as defined below).

In connection with the closing

of the Offering, on April 23, 2026, the Company executed and delivered the Indenture relating to the Notes (the " Indenture ") among the Company, the guarantor named therein, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the " Trustee ") and as collateral agent (in such capacity, the " Collateral Agent "). Additionally, on April 23, 2026, the Company and the Collateral Agent entered into the Pledge and Security Agreement (the " Security Agreement "). Pursuant to the Security Agreement, the 10.0% Notes are secured by a first-priority security interest in substantially all of the assets of the Company and any Guarantor, subject to certain exceptions and permitted liens. Pursuant to the Security Agreement, on April 23, 2026, the Company and the Collateral Agent entered into a separate Patent Security Agreement (the " Patent Security Agreement ") and Trademark Security Agreement (the " Trademark Security Agreement ") in connection with the grant of the first-priority security interest under the Security Agreement.

Pursuant to the Note Purchase

Agreement entered into between the Company and CPP on April 21, 2026 (the " CPP Note Purchase Agreement "), in connection with the closing of the Offering, on April 23, 2026: (i) the Company paid $4,000,000 in cash to CPP and (ii) entered into an amended and restated Seller Note with CPP (the " A&R Seller Note ").

Further, on April 23, 2026,

the Company and certain holders of the Company's 7.0% Notes (as defined below) closed the transactions under the exchange agreements executed on April 21, 2026 (the " 7.0% Notes Exchange Agreements "). In connection with the closings under the 7.0% Notes Exchange Agreements, the Company repurchased $21,250,000 aggregate principal amount of outstanding 7.0% Notes in exchange for (i) the issuance of an aggregate of 18,805,310 shares of Common Stock and (ii) the payment of approximately $456,438 of accrued interest payable under the exchanged 7.0% Notes.

On May 19, 2026, the Company

entered into a further note purchase agreement for the issuance of an additional $5.0 million principal amount of 10% Notes.

We issued the Ayna 2026 Warrant

pursuant to which Ayna is entitled to purchase 380,000 shares of common stock at an exercise price per share of $0.01, subject to the provisions and upon the terms and conditions set forth in the Ayna 2026 Warrant. The issuance of the Ayna 2026 Warrant was in satisfaction of the compensation owed by us to Ayna under the terms of the Statement of Work, dated effective as of January 1, 2026. The Ayna 2026 Warrant provides Ayna with contractual registration rights with respect to the shares of common stock issuable upon exercise of the Ayna announced that it has taken the following steps in connection with its efforts to reduce its operating expenses: the Company implemented a reduction in force relating to 115 employees; the Company implemented an across-the-board, four-day workweek until September 2026, the Company reduced its inside sales group from 90 to 15 people, and the Company reduced finance function costs. The Company estimates that the charges related to the reduction in force will approximate $0.3 million, consisting principally of compensation related costs.

Wendell Laidley Resignation

On May 7, 2026, Wendell

Laidley resigned from his position as Chief Financial Officer of the Company.

Appointment of Bernard

On May 8, 2026, the Board

of Directors of the Company appointed Bernard Gutmann to serve as a director of the Company and as a member of the Audit Committee.

Appointment of Tom Kowalczuk

as Chief Financial Officer

Effective June 30, 2026,

the Company appointed Tom Kowalczuk to serve as the Chief Financial Officer and Principal Financial Officer of the Company.

Jeanne Nguyen Departure

Effective July 8, 2026, Jeanne Nguyen, the Company's former Chief

Accounting Officer, departed from the Company.

Implications of Being a Smaller Reporting Company

and Emerging Growth Company

We are a "smaller reporting

and 53 more changes in the filing

Risk factors 600 changes

the extent that we raise additional capital by issuing equity, convertible debt or other convertible 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 credit with White Lion (as defined below), through our standby equity purchase facility with Yorkville or 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.

Ineffective design and operation

Our Company did not design and maintain

Due to the pervasive nature of these deficiencies, business process controls that are dependent upon information from these systems were also not effective.

Our Company did not have adequate

did not file our Quarterly Report on Form 10-Q for the quarter ended March 29, 2026, our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, our Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 or the amendment required to our Current Report originally filed on September 26, 2025 relating to the Sunder acquisition within the timeframe required by the SEC. Accordingly, we are not currently eligible to use a registration statement on Form S-3 that would allow us to continuously incorporate by reference our SEC reports into the registration statement, to use "shelf" registration statements to conduct offerings, or to use our at-the-market offering facility until approximately one year from the date we have regained and maintain status as a current filer.

Our inability to use Form S-3 may significantly impair our ability to raise necessary capital to fund our operations and execute our strategy.

cells and panels from various countries continue to be subject to U.S. antidumping, and countervailing duty (AD/CVD) actions in the United States. The U.S. Department of Commerce (the " Department of Commerce ") maintains antidumping and countervailing duty orders on solar cells as well as panels produced in China. In 2022, the Department of Commerce found that solar product producers in Cambodia, Malaysia, Thailand, and Vietnam were circumventing the China AD/CVD actions. As a result, imports of solar products from these countries may be treated as if they are of Chinese origin and therefore subject to the aforementioned antidumping and countervailing duty orders.

high AD/CVD duty rates, together with uncertainty surrounding the implications of existing tariffs affecting the U.S. solar market and potential trade tensions between the U.S. and other countries has caused and is likely to cause further market volatility, price fluctuations, supply shortages, and project delays, any of which could harm our business, and the pursuit of mitigating actions may divert substantial resources from other projects.

A facility is not eligible for the PTC under Code Section 45Y if a tax credit already is allowed with respect to the facility under Code Section 45, 48 or 48E (or certain other tax credit provisions) for the taxable year or any prior taxable year.

to Section 45Y, solar facilities that begin construction after July 4, 2026 (one year after enactment) are ineligible for the Section 48E credit if placed in service after December 31, 2027. This placed-in-service deadline would not apply to energy storage technology.

the IRA, the Section 25D Credit available to a taxpayer is equal to the "applicable percentage" of expenditures for property that uses solar energy to generate electricity for use in a dwelling unit located in the U.S. and used as a residence by the taxpayer.

not being required to comply with

not being required to comply with

reduced disclosure obligations regarding

reduced demand for our products

increased price competition for

the introduction of any disadvantageous

decreased ability to forecast operating

energy as a green energy solution;

business and financial difficulties

metering is one of several key policies that have enabled the growth of distributed generation solar energy systems in the U.S., providing significant value to customers for electricity generated by their residential solar energy systems but not directly consumed on-site.

California, the California Public Utilities Commission (" CPUC ") issued an order in 2016 retaining retail-based net metering credits for residential customers of California's major utilities as part of Net Energy Metering 2.0 (" NEM 2.0 ").

efforts to obtain components from multiple sources whenever possible, many suppliers may be single-source suppliers of certain components.

need to purchase supplies globally and our continued international expansion further subjects us to risks relating to currency fluctuations.

Investing in our securities

in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our financial statements and related notes appearing at the end of this prospectus and in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations," before deciding to invest in our securities. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Risks Related to our Businesses and Industry

We have a history of

have a history of losses that may continue in the future; our management has identified conditions that raise substantial doubt about our ability to continue as a going concern; and we may not achieve profitability or generate positive cash flow.

Since our inception, we have

our inception, we have incurred losses and negative cash flows from operations. We incurred a net loss from continuing operations of $44.3 million in the fiscal year ended December 28, 2025 and of $19.2 million in in the thirteen weeks ended March 29, 2026. We had an accumulated deficit of $451.5 million as of March 29, 2026. We have current debt of $38.0 million, and notes payable and derivative liabilities, net of current portion of $131.8 million, as of March 29, 2026, as well as other current and long-term liabilities (including the liability we recorded relating to a litigation matter with Siemens). We had cash and cash equivalents, excluding restricted cash, of $9.5 million as of March 29, 2026, which was held for working capital expenditures. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding, either through external financial transactions or cash flows generated from operations, to meet our obligations and finance our operations.

Our ability to continue as a going concern requires that we obtain sufficient funding, either through external financial transactions or cash flows generated from operations, to meet our obligations and finance our operations.

If we are not able to secure

we are not able to secure adequate additional funding, either through external financial transactions or cash flows generated from operations, when needed, we will need to reevaluate our operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact our business, results of operations and future prospects. There can be no assurance that in the event we require additional financing, such financing will be available on terms that are favorable, or at all.

We may not achieve profitability

may not achieve profitability or positive cash flow for a number of reasons, including declines in revenue, as well as increases in costs of our products, U.S. and global macroeconomic trends, including with respect to the impact of U.S. trade tariffs and the imposition of additional tariffs applicable to our industry or our products. In addition, we may be unable to identify further cost savings opportunities below present levels that would not adversely impact the functioning of our existing operations needed to meet customer and regulatory requirements. If we fail to generate sufficient revenue to support our operations, we may not be able to achieve profitability or generate sufficient cash flow to meet our financial obligations and our liquidity position will be negatively impacted. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and "Notes to Consolidated Financial Statements - (1) Organization - (c) Liquidity and Going Concern" for a further discussion of the other factors that may impact our liquidity position.

Failure to generate sufficient

to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on our ability to achieve our intended business objectives.

We may need to raise

may need to raise additional funding to finance our operations. This additional financing may not be available on acceptable terms or at all. Failure to obtain this necessary capital when needed may force us to curtail planned programs or cease operations entirely.

Our operations have consumed

operations have consumed significant amounts of cash since inception. We expect to incur significant operating expenses as we continue to grow our business, including expenses incurred in connection with acquisitions and the further integration of acquired businesses, including the SunPower Businesses, Sunder, Ambia and Cobalt. We anticipate that our operating losses and negative operating cash flows will continue into the foreseeable future.

We had cash and cash equivalents,

had cash and cash equivalents, excluding restricted cash, of $9.5 million as of March 29, 2026. Our cash position raises substantial doubt regarding our ability to continue as a going concern for 12 months after the consolidated financial statements issuance. Further, we cannot guarantee that our business will generate sufficient cash flow from operations to fund our operations or liquidity needs. Over time, we expect that we will need to raise additional funds through the issuance of additional equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, any significant unplanned or accelerated expenses and new strategic investments.

We will require substantial

will require substantial additional capital to continue operations. Such additional capital might not be available when we need it and our actual cash requirements might be greater than anticipated. Additionally, the ability to raise additional financing depends on numerous factors that are outside our control, including general economic and market conditions, interest rates, the health of financial institutions, investors' and lenders' assessments of our prospects and the prospects of the solar industry in general. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders, and our financial condition, results of operations, business and prospects could be materially and adversely affected. If the financial markets become difficult or costly to access, including due to rising interest rates, inflation, fluctuations in exchange rates or other changes in geopolitical or economic conditions, including, without limitation, with respect to tariffs and trade policies, our ability to raise additional capital may be negatively impacted. Our failure to raise capital in the future would have a negative impact on our ability to expand our business.

additional funds may cause dilution to existing stockholders and/or may restrict our operations or require us to relinquish proprietary rights.

To the extent that we raise

additional capital by issuing equity, convertible debt or other convertible 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 credit with White Lion (as defined below), through our standby equity purchase facility with Yorkville or 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. Our ability to use our at-the-market offering facility or shelf registration statement are currently constrained by the size of our non-affiliate market capitalization, our trading volume and other factors, and there can be no assurance regarding the price at which we will be able to sell such shares, and any sales of our common stock under our at-the-market offering facility, and any offerings we might complete under our shelf registration statement, may be at prices that result in additional dilution to our existing stockholders. Further, as a result of our current ineligibility to use Form S-3, we currently cannot use our at-the-market offering facility or conduct securities offerings using our shelf registration statement. If we incur additional debt, the debt holders, together with holders of our outstanding Convertible Senior Notes and the Yorkville Notes (each as defined below), would have rights senior to holders of common stock to make claims on our assets, and the terms of any future debt could restrict our operations, including our ability to pay dividends on our common stock.

have identified material weaknesses in our internal controls over financial reporting. As a result of these material weaknesses, we identified material errors to our interim results for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six weeks ended June 29, 2025, and the thirteen and thirty-nine weeks ended September 28, 2025 (the "Prior Periods") and we have determined that the Prior Periods included in our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2025, June 29, 2025, and September 28, 2025 should no longer be relied upon and should be restated. If we are unable to maintain effective internal controls over financial reporting and disclosure controls and procedures, the accuracy and timeliness of our financial and operating reporting may be adversely affected, and confidence in our operations and disclosures may be lost.

In connection with the preparation

connection with the preparation and audit of our financial statements for the year ended December 28, 2025, our management identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of annual or interim financial statements would not be prevented or detected on a timely basis. The material weaknesses are as follows:

The Company did not maintain

Company did not maintain controls to execute the criteria established in the COSO Framework for (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring activities.

Each of the control deficiencies

of the control deficiencies identified below constitute a material weakness, either individually or in the aggregate.

Control Environment.

Environment. Our Company did not maintain an effective control environment and identified the following material weakness: our Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting and a lack of appropriate and consistent IT policies given the significant volume of financially relevant IT changes, which contributed to the Company's inability to properly analyze, record and disclose accounting matters timely and accurately.

Activities. Our Company did not design and implement effective control activities and identified the following material weakness:

Ineffective design and operation of certain control activities due to significant personnel changes throughout fiscal 2025. Control deficiencies, which aggregate to a material weakness, occurred within substantially all areas of financial reporting.

Information and Communication.

and Communication. Our Company did not design and implement effective information and communication activities and identified the following material weaknesses :

Our Company did not design and maintain effective general information technology controls over logical access and program change management for our key information systems used to support the financial reporting process. Specifically, management did not maintain effective controls to ensure proper segregation of duties related to user administration and other privileged access functions and in implementing program changes in information systems. Due to the pervasive nature of these deficiencies, business process controls that are dependent upon information from these systems were also not effective.

Our Company did not have adequate processes and controls for communicating information among the accounting, finance, operations, and legal departments, necessary to support the proper functioning of internal controls.

Monitoring Activities.

Activities. Our Company did not design and implement effective monitoring activities and identified the following material weaknesses: (i) failure to adequately monitor compliance with accounting policies, procedures and controls related to substantially all areas of financial reporting;

(i) failure to adequately monitor compliance with accounting policies, procedures and controls related to substantially all areas of financial reporting; and (ii) failure to properly select, develop and perform ongoing evaluations of the components of internal controls (including the monitoring of service providers' control environments).

These material weaknesses

material weaknesses described in the paragraphs above contributed to material accounting errors identified and corrected during the audit of our Company's financial statements. Additionally, in connection with the preparation of our audited financial statements for the year ended December 28, 2025, and as a result of these material weaknesses, we identified material errors to our interim results for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six weeks ended June 29, 2025, and the thirteen and thirty-nine weeks ended September 28, 2025 (the "Prior Periods") and we determined that the Prior Periods included in our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2025, June 29, 2025, and September 28, 2025 (the "Prior Filings") should no longer be relied upon and should be restated. If we fail to adequately remediate these material weaknesses, there could be material misstatements that may not be prevented or detected.

We have taken certain steps,

have taken certain steps, such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement our internal resources, to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses. Although we plan to complete this remediation process as quickly as possible, we cannot estimate how long it will take. We cannot provide assurance that the measures we have taken to date, and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weakness in internal control over financial reporting or that such measures will prevent or avoid potential future material weaknesses.

If we are not able to maintain

we are not able to maintain effective internal control over financial reporting and Disclosure Controls and procedures, or if material weaknesses are discovered in future periods, a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly reports under the Exchange Act (and which would limit our ability to use Form S-3 and may impact the availability of Rule 144), restatements of financial statements or other corrective disclosures, an inability to access commercial lending markets, defaults under our convertible notes and outstanding loans and other agreements, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity.

We face risks related

face risks related to the restatement of our previously issued quarterly financial statements.

As a result of our determination

a result of our determination that the Prior Filings should no longer be relied upon and should be restated, we face a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputation issues for our business. For example, we may face potential litigation or other disputes, which may include claims relating to federal and state securities laws, contractual claims and other claims arising from the restatement of the Prior Filings and the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We may discover additional errors in our previously filed financial statements. We cannot ensure that all of the risks and challenges described above will be eliminated or that general reputational harm will not persist. If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected.

We cannot ensure that all of the risks and challenges described above will be eliminated or that general reputational harm will not persist.

1 unchanged paragraph

and 520 more changes in the filing

Use of proceeds 9 changes

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

Information for Securities and Dividend Policy

Our common stock and Public

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 New York Stock Exchange under the symbols "FACT" and "FACT WS," respectively. On June 22, 2026, there were 146 holders of record of the common stock. We currently do not intend to list the Private Warrants on any stock exchange or stock market.

All of the shares of common

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 Securityholders.

We will not receive any of the proceeds from the resale of the shares of common stock by the Selling Securityholders.

The Selling 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.

Business 469 changes

recognized over time

recognized at a point in time

recognized at a point in time

recognized over time

recognized at a point in time

revenue was generated in the United States.

liabilities consist of the following (in thousands) :

Contract liabilities:

liabilities, current

liabilities, noncurrent

contract liabilities

recognized in the current period from contract liabilities as of December 28, 2025 was $ 18.5 million in the thirteen week period ended March 29, 2026.

following table sets forth the Company's financial assets and liabilities that are measured at fair value on a recurring basis (in thousands) :

2024 Notes derivative liability (1)

2024 Notes derivative liability – related parties (1)

2024 Notes derivative liability (1)

2024 Notes derivative liability – related parties (1)

2025 Note derivative liability– related party (1)

2025 Notes derivative liability (1)

2025 Note derivative liability – related party (1)

2026 Note derivative liability – related party

purchase agreement liabilities

Agreement with related party

Cobalt Consideration Shares

Ambia Consideration Shares

of December 28, 2025

2024 Notes derivative liability (1)

2024 Notes derivative liability – related parties (1)

2024 Notes derivative liability (1)

2024 Notes derivative liability – related parties (1)

2025 Note derivative liability– related party (1)

2025 Notes derivative liability (1)

2025 Note derivative liability – related party (1)

purchase agreement liabilities

Agreement with related party

Sunder Consideration Shares

Ambia Consideration Shares

The derivative liabilities

are associated with the Company's outstanding senior unsecured convertible notes with stated interest rates of 7.0 % (the "September 2024 Notes" and "September 2025 Notes") and 12.0 % (the "July 2024 Notes", "July 2025 Note", "November 2025 Note" and "January 2026 Note") all of which are defined in Note 9 – Borrowings and Derivative Liabilities .

of liabilities by class and categorized within Level 3 under the fair value hierarchy is as follows for the thirteen week periods ended March 29, 2026 and March 30, 2025 (in thousands) :

Weeks Ended March 29, 2026

as of December 28, 2025

(gain) loss recognized within Other non-operating income, net in the consolidated statement of operations ( 26,608 ( 210 ( 2,943 ( 28,255 as of March 29, 2026 $ 69,315 $ 11,030 $ 5,107 $ $ 1,676 $ 20,267 $ 107,974 Thirteen Weeks Ended March 30, 2025 Derivative liabilities Forward purchase agreements SAFE Agreements Warrant liabilities Total Balance as of December 29, 2024 $ 97,122 $ 3,494 $ $ $ 101,699 Additions — — — — — Conversions — — — — — Net (gain) loss recognized within Other non-operating income, net in the consolidated statement of operations ( 15,127 ( 268 ( 14,887 as of March 30, 2025 $ 81,995 $ 3,226 $ $ 1,187 $ 86,812 Subsequent to issuance, changes in the fair value of the derivative liabilities, liability classified warrants, forward purchase agreements and SAFEs are recorded within Other non-operating income, net in the Company's unaudited condensed consolidated statements of operations and comprehensive income.

Company recognized derivative liabilities arising from the conversion features of its senior unsecured convertible notes issued (refer to Note 9 – Borrowings and Derivative Liabilities ). Derivative liabilities are measured at fair value in accordance with ASC 820, Fair Value Measurement . The fair value of each respective derivative liability is measured using a Monte Carlo simulation that incorporates a binomial lattice model. Significant inputs to the binomial lattice model include the terms of the senior unsecured convertible notes (including the interest rate, conversion rate and conversion price), the underlying price of the Company's common stock, risk-free rate and volatility. Certain of these inputs are unobservable. Thus, these derivative liabilities are classified within Level 3 of the fair value hierarchy. The binomial lattice model produces an estimated fair value based on changes in the price of the underlying shares of the Company's common stock over successive periods of time. As a result of these interrelationships and inherent unobservable assumptions, the fair value of a derivative liability is subject to significant measurement uncertainty, and alternative reasonable assumptions could have produced materially different results as of March 29, 2026 and December 28, 2025.

assumptions used to value the derivative liabilities as of March 29, 2026 were as follows:

Senior Unsecured Convertible Notes

Initial conversion price

assumptions used to value the derivative liabilities as of December 28, 2025 were as follows:

Senior Unsecured Convertible Notes

Initial conversion price

The conversion option is derived based upon

the above assumptions plus a make-whole provision which is based upon changes in the Company's stock price and the conversion date.

Million Note and March 2026 Bridge Note

Company elected the fair value option under ASC 825 for the $1.9 Million Note (as defined in Note 9 – Borrowings and Derivative Liabilities) issued on January 27, 2026 in connection with the Standby Equity Purchase Agreement (as defined in Note 9 – Borrowings and Derivative Liabilities ) and the March 2026 Bridge Note (as defined in Note 9 – Borrowings and Derivative Liabilities) issued on March 6, 2026. The $1.9 Million Note and March 2026 Bridge Note were measured at fair value on a recurring basis and classified as a Level 3 liability due to the use of significant unobservable inputs.

Company estimated the fair value of each obligation using a Monte Carlo simulation model, which captures the economic characteristics of the instrument, including its variable conversion price feature that is dependent on future market prices of the Company's common stock. The Company utilized a "Bond plus Option" approach, where the value of upside plus amortization was determined in a simulation and the value related to principal repayment was calculated as a single payment of principal at maturity. The Company simulated its stock price from the valuation date to maturity date, at a daily step.

respect to the $1.9 Million Note, on each of the simulated paths, the Company (i) tested for an amortization trigger as applicable; and (ii) assumed that the maturity date will not be extended. Once the payoffs for all simulation paths were determined according to above, they were discounted back to the valuation date at the risk-free rate in case the $1.9 Million Note would be converted and at credit risk-adjusted rate otherwise.

respect to the March 2026 Bridge Note, on each of the simulated paths, the Company determined the maximum payoff on each installment date based on conversion price. Once the payoffs for all simulation paths were determined according to above, they were discounted back to the valuation date at the risk-free rate in case the March 2026 Bridge Note would be converted and at credit risk-adjusted rate otherwise.

fair value of these obligations was each calculated as the average present value across all simulation paths plus present value of debt component. The model was calibrated to transaction proceeds by varying credit risk-adjusted rate in the model. The change in yields between the valuation dates was applied to the credit risk-adjusted rate to account for market changes. Thus, these obligations are classified within Level 3 of the fair value hierarchy as the fair values are based upon unobservable inputs.

key inputs for the simulation include stock price, simulation period and volatility of the Company's common stock and were as follows as of March 29, 2026:

fair value measurement reflects a probability-weighted assessment of settlement outcomes, including conversion into equity versus cash repayment scenarios, and captures the optionality inherent in the instrument. Changes in these assumptions, particularly stock price volatility, credit spread, and the likelihood of conversion, can result in significant fluctuations in the estimated fair value. Changes in fair value are recognized in operating results within "Other non-operating income, net," in the Company's unaudited condensed consolidated statements of operations and comprehensive income, and no separate interest expense is recorded, as the fair value measurement incorporates the economic cost of the financing.

public warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument and therefore are considered a Level 1 instrument in the fair value hierarchy.

placement and working capital warrants

Company valued the private placement and working capital warrants, based on a binomial lattice model, which included the following inputs:

expected term is the time period to the expiration date of the warrants. The risk-free rate is interpolated from the U.S. Constant Maturity Treasury curve for a term matching the corresponding remaining life. Volatility was calibrated based on the public warrants closing price as of the valuation date. As the private and working capital warrants have terms nearly identical to the publicly traded warrants, the volatility was calibrated until the model price equaled the public warrants closing price. These inherent unobservable assumptions are subject to significant measurement uncertainty, and alternative reasonable assumptions could have produced materially different results as of March 29, 2026 and December 28, 2025. Thus, the private placement and working capital warrant liabilities are classified within Level 3 of the fair value hierarchy.

purchase agreement ("FPA") liabilities

are measured at fair value on a recurring basis using a Monte Carlo simulation analysis based upon the following inputs:

average price ("VWAP") reflects management's judgment regarding expected future trading activity and price behavior as an active forward market does not exist for the Company's common stock. Reasonably possible alternative VWAP outcomes at the reporting date could have resulted in a materially different fair value. The risk-free rate is derived from the applicable tenor of the U.S. Treasury yield curve. Changes in the risk-free rate would alter the present value of the simulated settlement amounts and could significantly impact the fair value estimate. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period. Because expected volatility drives the dispersion of simulated price paths, reasonably higher or lower volatility assumptions could materially increase or decrease the estimated fair value. These inputs are interrelated, and changes in one may affect the others. As a result of these interrelationships and inherent unobservable assumptions, the fair value of FPAs is subject to significant measurement uncertainty, and alternative reasonable assumptions could have produced materially different results as of March 29, 2026 and December 28, 2025. Thus, FPAs are classified within Level 3 of the fair value hierarchy.

agreement with related party

Company measured the fair value of its SAFE using a valuation technique that incorporates significant unobservable inputs and is therefore classified within Level 3 of the fair value hierarchy. The fair value of the SAFE is subject to estimation uncertainty because it depends on management's judgments about future events that are not directly observable in active markets. Management assigned a 50 % probability that the SAFE will convert into shares of the Company's stock in connection with a qualifying financing or other specified event. If the SAFE does not convert, management expects cash repayment in fiscal 2026 or fiscal 2027, with a 50 % probability assigned to each repayment year.

SAFE valuation also considers assumptions such as discount rates implied by the Company's convertible notes as of the valuation date, the timing and likelihood of financing or liquidity events, and, for the conversion path, the expected equity valuation and any applicable conversion economics (e.g., discounts or valuation caps). Settlement of the SAFE is contingent on future financing or liquidity events and the Company's funding plans. Accordingly, the measurement requires judgment about the likelihood and timing of conversion versus repayment and, where relevant, assumptions about the Company's equity value at conversion. Because these factors are not directly observable, reasonably possible alternative assumptions at the reporting date could produce a materially different fair value.

Increasing the probability of conversion would generally increase the fair value if the conversion terms imply a beneficial outcome to the holder relative to repayment; decreasing that probability would place more weight on the repayment scenarios and could increase or decrease the fair value depending on the applicable discount rate and timing of cash flows. Within the non-conversion path, shifting probability weight toward repayment in fiscal year 2026 would generally increase fair value (lower discounting), while shifting weight toward fiscal 2027 would generally decrease fair value (greater discounting), holding other inputs constant. A higher discount rate would decrease the present value of expected cash flows (and thus fair value), while a lower rate would increase fair value. Higher expected equity values or more favorable conversion economics would increase the fair value under the conversion path; lower expected equity values or less favorable terms would decrease it. These inputs are interrelated and unobservable. Because the valuation depends on significant unobservable inputs—including a 50% probability of conversion to equity and an even allocation between fiscal years 2026 and 2027 of repayment if conversion does not occur—there is significant measurement uncertainty, and alternative reasonable assumptions at the reporting date could have resulted in a materially different fair value of the SAFE liability as of March 29, 2026 and December 28, 2025. Thus, the SAFE liability is classified within Level 3 of the fair value hierarchy.

Ambia Consideration Shares

Deferred Ambia consideration is classified within Level 3 of the fair value hierarchy.

Company estimated the fair value of the deferred consideration shares using a Turnbull–Wakeman closed-form approximation for arithmetic average-rate options, with Black-Scholes values used as an upper bound. The valuation as of March 29, 2026, was based on a stock price of $ 1.25 and key assumptions including expected volatility of approximately 52 % to 72 %, risk-free rates of approximately 3.74 % to 3.76 %, zero dividend yield, and defined averaging periods over the contractual terms. The resulting fair values reflect per-unit option values of approximately $ 0.26 to $ 0.38 corresponding to total estimated value of $ 13.9 million. The fair value of the deferred consideration shares as of December 28, 2025 of $ 16.9 million was estimated using the Company's closing share price for its common stock of $ 1.61 at the Ambia Closing.

actual number of Deferred Ambia Consideration Shares issuable by the Company on the six- and 12-month anniversaries of the Ambia Closing was determined based on the 20-day trailing volume-weighted average price of the Company's common stock after market close on the business day immediately 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 Deferred Ambia Consideration Shares issuable by the Company will not be more than $ 2.8102 per share or less than $ 1.4988 per share. Additionally, the number of Deferred Ambia Consideration Shares issuable by the Company is subject to adjustment pursuant to customary working capital and balance sheet adjustment terms and subject to offset for certain indemnifiable damages in accordance with the Ambia MIPA.

liabilities not measured at fair value on a recurring basis:

Company's senior unsecured convertible notes were fair valued using a binomial lattice model, which includes Level 3, unobservable inputs. The key inputs used are consistent with those used to fair value the derivative liabilities as discussed under Derivative Liabilities above. The following tables set forth the Company's financial liabilities that are not measured at fair value and are considered a Level 3 instrument in the fair value hierarchy (in thousands) :

unsecured convertible notes

2024 Notes – related parties

2025 Note – related party

and 389 more changes in the filing

Management 689 changes

is actively pursuing plans to mitigate these conditions, including obtaining additional capital resources through equity or debt financing and leveraging support from significant shareholders when necessary. The Company has financed its operations primarily through sales of equity securities, private placements, debt, issuance of convertible notes and other debt instruments, other financing instruments, cash from operations, and proceeds from the Mergers.

Company did not file its Annual Report on Form 10-K for the fiscal year ended December 29, 2024 within the timeframe required by the SEC, its Quarterly Report on Form 10Q for the quarter ended September 28, 2025 or the amendment required to the Current Report originally filed on September 26, 2025 relating to the Sunder acquisition. As a result, the Company is not currently eligible to use a registration statement on Form S-3 that would allow it to continuously incorporate by reference its SEC reports into the registration statement, to use "shelf" registration statements to conduct offerings, or to use the at-the-market offering facility until approximately one year from the date that the Company has regained and maintained status as a current filer. Aside from a "shelf" registration, the Company has alternative financing options and may seek additional liquidity through the use of a Form S-1 registration statement and or private placements.

the Company is not able to secure adequate additional funding when needed, the Company will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact the Company's business, results of operations and future prospects. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms that are favorable, or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company's ability to achieve its intended business objectives.

there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying 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 its ability to continue as a going concern.

Basis of Presentation and Summary of Significant Accounting Policies of Presentation consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, as well as related disclosure of contingent assets and liabilities. Significant estimates and assumptions made by management include, but are not limited to, the determination of (i) the allowance for credit losses; (ii) inventory obsolescence; (iii) stock-based compensation; (iv) workmanship warranty; (v) intangible assets acquired in business combinations; (vi) forward purchase agreements; (vii) Simple Agreement for Future Equity ("SAFE") Agreements, (viii) derivative liabilities; and (ix) warrant liabilities.

Company's financial condition or operating results may be affected to the extent that there are material differences between estimates and actual results. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. The Company has assessed the impact and management is not aware of any specific events or circumstances that required an update to the Company's estimates and assumptions or materially affected the carrying value of the Company's assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained.

of prior year balances

Company reclassified long-term operating lease liabilities of $ 2.3 million from Operating lease liabilities, net of current portion to Other long-term liabilities to conform to the current year's presentation.

Company's segment information is presented on a basis that is consistent with the Company's internal management reporting.

The Company's Chief Executive Officer ("CEO") is the Chief Operating Decision Maker ("CODM"). The CODM manages the Company and reports financial results based on three reportable segments which are the same as the Company's operating segments. The CODM evaluates the performance of these reportable segments and allocates resources to make operating decisions based on certain financial information, including segment operating results prepared on a basis consistent with U.S. GAAP. The measurement criteria is based on each respective segment's operating revenue and operating (loss) income and excludes any corporate costs which are not allocatable to the operating segments. The CODM's measurement criteria does not include segment assets. For the periods presented, the Company reported its financial performance within three reportable segments;

Residential Solar Installation, New Homes Business and Dealer.

Solar Installation – This segment performs solar system, storage and battery installations for residential homeowners.

Homes Business – This segment performs solar system installations for new home builders. This segment was new in fiscal year 2024 as a result of the acquisition of the SunPower Businesses in the fourth quarter of fiscal year 2024.

– This segment provides a third-party solar energy sales force to initiate and execute contracts with customers throughout the United States. This segment's sales force works with solar installation companies and acts as the agent for each transaction entered. This segment is new in fiscal year 2025 as a result of the acquisition of Sunder.

Company is exposed to credit losses in the event of nonperformance by the counterparties to its financial and derivative instruments.

Financial and derivative instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, and contract assets. The Company's cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company's cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit.

and Cash Equivalents

and cash equivalents include cash held in checking and savings accounts consisting of highly liquid securities with maturity dates of three months or less from the original date of purchase. The Company maintains the majority of its cash balances with commercial banks in interest bearing accounts. The Company considers all highly liquid securities that mature within three months or less from the original date of purchase to be cash equivalents.

Company classifies all cash for which usage is limited by contractual provisions as restricted cash. Restricted cash consists of deposits in money market accounts, which is used as cash collateral backing letters of credit related to customs duty authorities' requirements.

The Company presents restricted cash as a noncurrent asset in its consolidated balance sheets. The Company reconciles cash, cash equivalents, and restricted cash reported on its consolidated balance sheets that aggregate to the beginning and ending balances shown on the Company's consolidated statements of cash flows as follows (in thousands) :

Cash and cash equivalents

cash equivalents, and restricted cash

of Customers – homeowners and financiers

As of December 28, 2025, one customer had an outstanding

balance that represented 11 %

of the Company's outstanding trade receivable balance. As of December 28, 2024, no customer had an outstanding balance that represented more than 10% of the Company's total trade accounts receivable balance.

The Company defines major customers as those customers

which generate revenues that exceed 10 %

of the Company's annual net revenues by reportable segment. In fiscal 2025 Customer A accounted for 19 % of revenues across the Residential Solar Installation and New Homes reportable segments. In fiscal year 2024, Customer A and Customer and 14 %, respectively, of gross revenues. Customer A generates revenue across the Residential Solar Installation and New Homes reportable segments.

Customer B generated revenue within the New Homes reportable segment.

is recognized for the Residential Solar Installation and New Homes Business reportable segments when a customer obtains control of promised products and services and the Company has satisfied its performance obligations which is the date by which substantially all of its design and installation is complete for a fully functioning solar power system to interconnect to the local power grid.

includes the design of a solar energy system, the delivery of the components of the solar energy system (i.e., photovoltaic system, inverter, battery storage, etc.), installation services and services facilitating the connection of the solar energy system to the power grid. The Company accounts for these services as inputs to a combined output, resulting in a single service-based performance obligation.

entering into a sales contract within the Dealer reportable segment, the requisite performance obligation of the Company is to assist the customer in the progress of the installation and obtain Permission to Operate ("PTO"). PTO typically occurs within 3 to 6 months after the initial sale, but can happen as early as two months or as late as twelve months after the sale.

amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and services. To achieve this core principle, the Company applies the following five steps:

Identification of the contract(s) with a customer;

Identification of the performance obligations in the contracts(s);

Determination of the transaction price;

Allocation of the transaction price to the performance obligations;

Recognition of the revenue when, or as, the Company satisfies a performance obligation.

is generally recognized at the transaction price contained within the agreement, net of the costs of financing, or other consideration paid to the customers that is not in exchange for a distinct good or service. The Company's arrangements may contain clauses that can either increase or decrease the transaction price. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change.

Company may provide incentives to its customers, such as discounts and rebates which are recorded net against the revenue that the Company has recognized related to the solar energy system sale.

Company records deferred revenue for amounts invoiced that are received in advance of the provisioning of services. In certain contracts with customers, the Company arranges for a third-party financing partner to provide financing to the customer. The Company collects upfront from the financing partner and the customer will provide instalment payments to the financing partner. The Company records revenue in the amount received from the financing partner, net of any financing fees charged to the homeowner, which the Company considers to be a customer incentive. None of the Company's contracts contain a significant financing component.

Solar Installation revenues

Company's Residential Solar Installation segment sells products through a network of installing and non-installing dealers and resellers, as well as its internal sales team. The Company's contracts with customers include three primary contract types:

The Company contracts directly with homeowners who purchase the solar energy system and related services from the Company. Customers are invoiced on a billing schedule, where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

Financing partner agreements

– In its financing partner agreements, the Company contracts directly with homeowners for the purchase of the solar energy system and related services. The Company refers the homeowner to a financing partner to finance the system, and the homeowner makes payments directly to the financing partner. The Company receives consideration from the financing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

Power purchase agreements and

lease agreements – The Company contracts directly with a leasing partner to perform the solar energy system installation, and the homeowner will finance the system through a power purchase agreement (or lease), which is signed with the Company's leasing partner. The Company considers the leasing partner to be its customer, as the Company does not contract directly with the homeowner and the leasing partner takes ownership of the system upon the completion of installation. The Company receives consideration from the leasing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

Homes Business revenues

Company's New Homes Business segment sells through a network of home builders as well as its internal sales team. The Company's contracts with customers include two primary contract types:

The Company contracts directly with homebuilders who purchase the solar energy system from the Company and are the customers in the transaction.

The Company's customers are invoiced upon the completion of installation.

Prior to SunPower Debtor's declaration of bankruptcy, certain homeowners had intended to lease a system from SunPower Debtors but were unable to consummate the transaction (as a result of SunPower Debtor's declaration of bankruptcy). The in-process system inventory (installed on recently constructed homes) was acquired by the Company in connection with the SunPower Acquisition. The Company contracted directly with a leasing partner to facilitate the leasing of the system to the impacted homeowners. The Company considers the leasing partner to be its customer. Under the terms of the Company's arrangement with the leasing partner, control is not transferred to the customer until the completed system is accepted by the customer. The Company receives consideration from the leasing partner following the acceptance of the system.

Company's performance obligation for both of these reportable segments is to design and install a fully functioning solar energy system. For all contract types (with the exception of New Homes Business Lease agreements), the Company recognizes revenue over time.

The Company's over-time revenue recognition begins when the solar power system is fully installed (as it is at this point that control of the asset begins to be transferred to the customer, and the customer retains the significant risks and rewards of ownership of the solar power system). The Company recognizes revenue using the input method based on direct costs to install the system and defers the costs of installation until such time that control of the asset transfers to the customer (installation). For New Homes Business Lease agreements, the Company considers the performance obligation to be satisfied at a point in time upon acceptance of the system by the customer.

Company earns revenue from contracts sold to customers for solar installations performed by third-party installation companies. The Company recognizes revenue at a point in time when PTO is complete. The Company acts as an agent in these arrangements and records revenue on a net basis. The Company does not have any significant financing components in these contracts. The Company does not provide warranty services related to these sales contracts, and therefore, the Company does not record a warranty reserve with respect to these sales contracts.

The incremental costs of obtaining customer contracts

consist of sales commissions which are paid to third-parties who source residential customer contracts for the sale of solar energy systems by the Company. The Company defers sales commissions and recognizes the expense in accordance with the timing of the related revenue recognition.

Amortization of deferred commissions is recorded as sales commissions in the accompanying consolidated statements of operations and comprehensive loss. As of December 28, 2025 deferred commissions was $ 5.6 million. Deferred commissions were not material as of December 29, 2024.

Assets and Contract Liabilities

The timing of revenue recognition, billings, and

cash collections results in billed accounts receivable, unbilled revenue (contract assets), and deferred revenue (contract liabilities) on the balance sheet.

Contract assets consist of unbilled receivables

which represent revenue that has been recognized in advance of the Company's right to bill the customer.

Contract liabilities consist of deferred revenue

and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract The Company typically invoices its customers upon completion of set milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives payment, or when such payment is unconditionally due from a customer prior to delivering goods or services to the customer under the terms of a customer agreement, the Company records this deferred revenue as a contract liability. Most installation projects are completed within 12 -months.

As such, a significant portion of the Company's contract liabilities is reflected within current liabilities in the accompanying consolidated balance sheets. Contract liabilities for installation projects expected to be completed beyond 12 months are classified as noncurrent obligations in the accompanying consolidated balance sheets.

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Executive compensation 235 changes

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Related-party transactions 85 changes

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Principal stockholders 264 changes

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Description of the securities 173 changes

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Plan of distribution 47 changes

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Notes to the financial statements 268 changes

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Other information 101 changes

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Financial statements 45 changes

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Undertakings 32 changes

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