### POS AM - POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
As filed with the United States Securities
and Exchange Commission on May 22, 2026.
Registration No. 333-292713
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SunPower Inc.
(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
Orem, UT 84097
(877) 299-4943
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
Thurman J. Rodgers
Chief Executive Officer
1403 N. Research Way
Orem, UT 84097
(877) 299-4943
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
Copies to:
Michael Penney
Arnold & Porter Kaye Scholer LLP
250 W. 55th Street
New York, NY 10019
Tel: (212) 836-8000
Approximate date of commencement of proposed
sale to the public:
From time to time on or after this registration
statement is declared effective.
If 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. ☒
If this Form is filed to
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
amendment filed pursuant to Rule 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. ☐
Indicate 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 | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
The registrant hereby
amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Post-Effective Amendment
No. 1 (this “Amendment”) to the Registration Statement on Form S-1, as amended (SEC File No. 333-292713) (the “Original
Registration Statement”), of SunPower Inc. (the “Company”) is being filed pursuant to the undertakings in the Original
Registration Statement to update and supplement the information contained in the Original Registration Statement, which was originally
declared effective by the Securities and Exchange Commission on January 23, 2026.
The Original Registration
Statement, as amended by this Amendment, pertains solely to the resale of up to 48,521,163 shares of common stock (the “ Offered
Securities ”) issuable to White Lion Capital LLC (“ White Lion ”) pursuant to the Common Stock Purchase Agreement,
dated July 16, 2024, between the Company and White Lion, as amended by Amendment No. 1 thereto, dated July 24, 2024, Amendment No. 2 thereto,
dated August 14, 2024, and Amendment No. 3 thereto, dated January 11, 2026 (as amended, the “ Purchase Agreement ”).
The Offered Securities were initially registered on the Original Registration Statement.
For the convenience of the
reader, this Amendment sets forth the Original Registration Statement in its entirety, as amended by this Amendment. This Amendment is
being filed to incorporate certain information from the Company’s Annual Report on Form 10-K for the year ended December 28, 2025,
filed with the SEC on April 14, 2026, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2026,
filed with the SEC on May 19, 2026 and to update certain other information in the Registration Statement.
No additional securities
are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were previously paid.
The 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 MAY 22, 2026
SUNPOWER INC.
Up to 48,521,163 Shares of Common Stock
This prospectus relates to the potential offer
and sale of up to 48,521,163 shares of our common stock, par value $0.0001 per share (the “ common stock ”), by White
Lion Capital, LLC (“ White Lion ” or the “ Selling Securityholder ”).
The shares of common stock to which this prospectus
relates may be issued to White Lion pursuant to the Common Stock Purchase Agreement dated July 16, 2024 between us and White Lion, as
amended by Amendment No. 1 to the Common Stock Purchase Agreement dated July 24, 2024, Amendment No. 2 to the Common Stock Purchase Agreement
dated August 14, 2024, and Amendment No. 3 to the Common Stock Purchase Agreement dated January 11, 2026 (as amended, the “ White
Lion Purchase Agreement ”), establishing an equity line of credit. Such shares of our common stock include up to 48,521,163 shares
of common stock (the “ Offered Securities ”) that we may elect, in our sole discretion, to issue and sell to White Lion
from time to time during the White Lion Commitment Period (as defined below) subject to and pursuant to the terms and conditions of the
White Lion Purchase Agreement (assuming the shares to be issued are sold at a price of $1.00 per share). See “ The White Lion
Transaction ” below for a description of the White Lion Purchase Agreement and “ Selling Securityholder ” for
additional information regarding White Lion.
The actual number of Offered Securities issuable
to White Lion will vary depending on the then-current market price of shares of our common stock sold to the Selling Securityholder under
the White Lion Purchase Agreement and are subject to the further limitations set forth in the White Lion Purchase Agreement.
We 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 Securityholder. However, we may receive
proceeds of up to $48.5 million from the sale of the Offered Securities to the Selling Securityholder pursuant to the White Lion Purchase
Agreement after the date of this prospectus (assuming the shares are sold at a price of $1.00 per share). The actual proceeds from White
Lion under the White Lion Purchase Agreement may be less than this amount depending on the number of shares of our common stock sold and
the price at which the shares of our common stock are sold.
The Selling Securityholder 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 Securityholder may sell or otherwise dispose of the shares of common
stock being registered pursuant to this prospectus. The Selling Securityholder is an “underwriter” within the meaning of Section
2(a)(11) of the Securities Act of 1933, as amended.
The Selling Securityholder 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”) under the symbol “SPWR”. On May 15, 2026, the closing price of our common stock was $1.02.
We are an “emerging growth company”
as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements.
This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Investing in our securities involves a high
degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning
on page 10 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
Prospectus dated , 2026
ABOUT THIS PROSPECTUS
This prospectus is part of
Post-Effective Amendment No. 1 to the registration statement on Form S-1 (File No. 333-292713) that we filed with the Securities and Exchange
Commission (the “ SEC ”) using the “shelf” registration process and updates the disclosure contained in the
Registration Statement following the filing of the Company’s Annual Report on Form 10-K for the year ended December 28, 2025, filed
with the SEC on April 14, 2026 and the Company’s Quarterly Report on Form 10-Q for the thirteen week period ended March 29, 2026,
filed with the SEC on May 19, 2026. Under this shelf registration process, the Selling Securityholder may, from time to time, sell the
securities offered by it described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholder of
the securities offered by it described in this prospectus.
Neither we nor the Selling
Securityholder have authorized anyone to provide you with any information or to make any representations other than those contained in
this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we
have referred you. Neither we nor the Selling Securityholder take responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. Neither we nor the Selling Securityholder will make an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted.
We may also provide a prospectus
supplement or post-effective amendment to the registration statement to add information to, or update or change information contained
in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the
registration statement together with the additional information to which we refer you in the section of this prospectus titled “Where
You Can Find More Information” before deciding to invest in any of the securities being offered. The information contained in
this prospectus and any supplement to this prospectus is accurate only as of the respective dates thereof, regardless of the time of delivery
of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed
since those dates.
On July 17, 2023, FACT filed
an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents,
and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware,
under which FACT was domesticated and continues as a Delaware corporation, changing its name to “Complete Solaria, Inc.”
Legacy Complete Solaria,
Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“ Legacy Complete Solaria ”), FACT, Jupiter
Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of FACT (“ First Merger Sub ”), Jupiter Merger
Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT (“ Second Merger Sub ”) and The
Solaria Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Legacy Complete Solaria (“ Solaria ”),
entered into that certain Amended and Restated Business Combination Agreement, dated as of May 26, 2023 (as may be further amended, supplemented
or otherwise modified from time to time, the “ Business Combination Agreement ”). Pursuant to the terms and subject to
the conditions of the Business Combination, on July 18, 2023, (i) First Merger Sub merged with and into Legacy Complete Solaria with Legacy
Complete Solaria surviving as a wholly-owned subsidiary of FACT (the “ First Merger ”), (ii) immediately thereafter and
as part of the same overall transaction, Legacy Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving
as a wholly-owned subsidiary of FACT (the “ Second Merger ”), and FACT changed its name to “Complete Solaria, Inc.”
and Second Merger Sub changed its name to “CS, LLC” and (iii) immediately after the consummation of the Second Merger and
as part of the same overall transaction, Solaria merged with and into a newly-formed Delaware limited liability company and wholly-owned
subsidiary of FACT and changed its name to “SolarCA LLC” (“ Third Merger Sub ”), with Third Merger Sub surviving
as a wholly-owned subsidiary of FACT (together with the First Merger and the Second Merger, the “Mergers”).
On October 16, 2025, the
Company filed with the Secretary of State of Delaware a Certificate of Amendment to its Certificate of Incorporation to change its corporate
name from “Complete Solaria, Inc.” to “SunPower Inc.”, effective as of 4:30 PM Eastern Time on October 17, 2025.
Unless the context indicates
otherwise, references in this prospectus to “SunPower,” “we,” “us,” “our,” the “Company”
and similar terms refer to SunPower Inc. (f/k/a “Complete Solaria, Inc.” and, previously, “Freedom Acquisition I Corp.”)
and its consolidated subsidiaries. References to “FACT” refer to the predecessor company prior to the consummation of the
Business Combination.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for
complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred
to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this
prospectus is a part, and you may obtain copies of those documents as described below under “ Where You Can Find More Information ”.
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The statements contained in
this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited
to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. These forward-looking statements include, without limitation, statements about:
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our future capital requirements, the sufficiency of our cash, and sources and uses of cash, including cash required to service our current and future borrowings; |
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our ability to obtain funding for our operations and future growth, including in connection with the integration of our acquisitions, and our ability to raise capital and refinance our existing debt; |
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our expectations and plans relating to cost control efforts (including headcount management and potential reductions) and expectations with respect to when we achieve breakeven operating income; |
● | our direct and indirect exposure
to companies in the solar and renewable energy industries that are facing financial difficulties and potential bankruptcies; |
● | our ability to grow and manage
growth profitably following the closing of business combinations including, without limitation, our recent acquisitions of the SunPower
Businesses, Sunder Energy LLC (“Sunder”), Ambia Energy LLC (“Ambia”) and Cobalt Power Systems, Inc. (“Cobalt”); |
● | disruptions in our supply chains
and distribution channels, tariffs and trade barriers, export regulations, bank failures, geopolitical conflicts and other macroeconomic
conditions on our business and operations, results of operations and financial position; |
● | our ability to leverage our
acquisitions, including our ability to integrate acquired businesses, to fund and meet the liquidity needs of the acquired businesses,
to retain key employees of the acquired businesses, to take advantage of growth opportunities and to realize the expected benefits of
such acquisitions; |
● | the potential impact of changes
to and developments relating to the regulations and policies applicable to our business, customers and the industry; |
● | changes in the availability
of rebates, tax credits and other incentives; |
● | changes impacting the demand
for solar solutions from residential customers and small and medium-sized businesses, including changes resulting from the current political
climate and also changes in the price of electricity from other sources, including traditional utilities; |
● | changes in and the volatility
of interest rates; |
● | our financial and business
performance following our recent acquisitions, including financial projections and business metrics, and our ability to manage our costs; |
● | changes in our strategy, future
operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
● | our ability to meet the expectations
of new and current customers, and our ability to achieve market acceptance for our products and services, especially in light of the
intense competition faced in our industry; |
● | our expectations and forecasts
with respect to market opportunity and market growth; |
ii
● | the ability of our products
and services to meet customers’ compliance and regulatory needs; |
● | our ability to attract and
retain qualified employees and management; |
● | our ability to develop and
maintain our brand and reputation, and our ability to maintain our relationships with key suppliers, installers and build partners; |
● | developments and projections
relating to our competitors and industry; |
● | changes in general economic
and financial conditions, inflationary pressures and the resulting impact on demand, and our ability to plan for and respond to the impact
of those changes; |
● | our expectations regarding
our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and |
● | our business, expansion plans
and opportunities. |
The forward-looking statements
contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those described in the section titled “Risk Factors” and elsewhere in this prospectus. Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law. We discuss in greater detail
many of these risks under the section titled “Risk Factors” contained in the applicable prospectus supplement, in any free
writing prospectuses we may authorize for use in connection with a specific offering, and in our most recent Annual Report on Form 10-K
and in our most recent Quarterly Report on Form 10-Q. Also, these forward-looking statements represent our estimates and assumptions only
as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise
any forward-looking statements to reflect new information or future events or developments. You should read this prospectus, any applicable
prospectus supplement, together with the documents we have filed with the SEC and any free writing prospectus that we may authorize for
use in connection with a specific offering completely and with the understanding that our actual future results may be materially different
from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
In addition, statements that
“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon
information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such
statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an
exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you
are cautioned not to unduly rely upon these statements.
iii
TABLE OF CONTENTS
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Page |
Prospectus Summary |
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1 |
Risk Factors |
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10 |
Market and Industry Data |
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45 |
Use of Proceeds |
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46 |
Determination of Offering Price |
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47 |
Market Information for Securities and Dividend Policy |
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47 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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48 |
Business |
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67 |
Management |
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73 |
Executive Compensation |
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79 |
Certain Relationships and Related Party Transactions |
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93 |
Principal Stockholders |
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98 |
Selling Securityholder |
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101 |
Description of Capital Stock |
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102 |
Material U.S. Federal Income Tax Consequences |
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110 |
Plan of Distribution |
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115 |
Legal Matters |
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117 |
Experts |
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117 |
Where You Can Find More Information |
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117 |
Index to Consolidated Financial Statements |
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F-1 |
You should rely only on the
information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities
and Exchange Commission. Neither we nor the Selling Securityholder have authorized anyone to provide you with additional information or
information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholder
is offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus
or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside of
the United States: Neither we nor the Selling Securityholder have done anything that would permit this offering or possession or distribution
of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the
United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the
offering of our securities and the distribution of this prospectus outside the United States.
iv
FREQUENTLY USED TERMS
“ Board ”
or “ Board of Directors ” means the board of directors of SunPower.
“ Business Combination ”
means the transactions contemplated by the Business Combination Agreement.
“ Business Combination
Agreement ” means the amended and restated business combination agreement, dated as of May 26, 2023, by and among FACT, First
Merger Sub, Second Merger Sub, Legacy Complete Solaria and Solaria.
“ Closing ”
means the closing of the Business Combination.
“ Closing Date ”
means the date of the Closing.
“ Code ”
means the Internal Revenue Code of 1986, as amended.
“ Complete Solar ”
means Complete Solar Holding Corporation, a Delaware corporation, prior to the consummation of the Required Transaction.
“ SunPower ”
or “the Company ” means SunPower Inc. (f/k/a Complete Solaria, Inc. and, previously, Freedom Acquisition I Corp.), a
Delaware corporation and its subsidiaries.
“ DGCL ”
means the Delaware General Corporation Law, as amended.
“ Domestication ”
means the domestication of FACT as a corporation incorporated in the State of Delaware.
“ ESPP ”
means the 2023 Employee Stock Purchase Plan of SunPower Inc.
“ Exchange Act ”
means the U.S. Securities Exchange Act of 1934, as amended.
“ FACT ”
means Freedom Acquisition I Corp., a Cayman Islands exempted company, prior to the consummation of the Domestication.
“ FACT Class A Ordinary
Shares ” or “ Class A Ordinary Shares ” means the 34,500,000 Class A ordinary shares, par value $0.0001 per
share, of FACT prior to the consummation of the Domestication.
“ Private Warrants ”
means the 6,266,667 warrants held by the Sponsor that were issued in a private placement at the time of FACT’s IPO, each of which
is exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share.
“ FACT Public Warrants ”
or “ Public Warrants ” means the 8,625,000 warrants to acquire FACT Class A Ordinary Shares, issued as part of the public
units issued by FACT, at an initial exercise price of $11.50 per share.
“ GAAP ”
means U.S. generally accepted accounting principles.
“ IPO ”
means FACT’s initial public offering of its units, ordinary shares and warrants pursuant to its registration statement on Form S-1
declared effective by the SEC on February 25, 2021 (SEC File No. 333-252940).
v
“ Merger Warrants ”
means warrants issued to certain equityholders of Legacy Complete Solaria received as consideration in connection with the exchange of
their capital stock held in Legacy Complete Solaria.
“ Legacy Complete
Solaria ” means, prior to the Business Combination, Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware
corporation which, pursuant to the Business Combination, became a direct, wholly owned subsidiary of SunPower Inc. (f/k/a Complete Solaria,
Inc.) and was renamed CS, LLC.
“ Nasdaq ”
means the Nasdaq Stock Market.
“ Required Transaction ”
means the transactions contemplated by that certain merger agreement by and among the Company, Complete Solaria Midco, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of Solaria, Complete Solaria Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Complete Solaria Midco, LLC, Solaria, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity
as the representative of Solaria’s stockholders, including the merger of Solaria with and into a wholly-owned subsidiary of Legacy
Complete Solaria, which were consummated on November 4, 2022.
“ SEC ”
means the U.S. Securities and Exchange Commission.
“ Securities Act ”
means the Securities Act of 1933, as amended.
“ Solaria ”
means The Solaria Corporation, a Delaware corporation and a wholly-owned subsidiary of SunPower.
“ Sponsor ”
means Freedom Acquisition I LLC, a Cayman Islands limited liability company.
“ Transfer Agent ”
means Continental Stock Transfer & Trust Company.
“ Warrants ”
means, collectively, the Private Warrants, the Public Warrants and the Working Capital Warrants.
“ Working Capital
Warrants ” means warrants issued to certain equityholders of Legacy Complete Solaria.
vi
Prospectus
Summary
This 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
Our 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.
Business Overview
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.
1
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”.
Revenue Model
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.
2
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.
“SunPower” and
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.
Recent Developments
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 (as defined
below), 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 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.
3
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 “ Exchange Agreements ”). In connection with the closings under the 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.
Cost Control Measures
On May 12, 2026, the Company
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
Gutmann as Director
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.
Implications of Being a Smaller Reporting Company
and Emerging Growth Company
We are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements and reduced disclosure obligations
regarding executive compensation. We will remain a smaller reporting company until the last day of any fiscal year for so long as either
(1) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June
30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our
shares of common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take
advantage of any reduced disclosure obligations, it may make the comparison of our financial statements with other public companies difficult
or impossible.
We are an “emerging
growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act ”). As an emerging growth
company, we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory
vote on executive compensation and to provide information relating to the ratio of total compensation of our President and Chief Executive
Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities
Reform Act of 2010, which is part of the Dodd-Frank Act.
Section 102(b)(1) of the
JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies, but any such an election to opt out is irrevocable. We have elected to opt out of such extended transition period.
4
We will remain an emerging
growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of FACT’s
initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be
a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of
the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible
debt securities during the prior three-year period. References herein to “emerging growth company” are to its meaning under
the Securities Act, as modified by the JOBS Act.
The White Lion Transaction
On July 16, 2024, we entered
into the original White Lion Purchase Agreement with White Lion, which we and White Lion amended on July 24, 2024, August 14, 2024, and
January 11, 2026. We also entered into a Registration Rights Agreement with White Lion on July 16, 2024 (the “ RRA ”).
Pursuant to the White Lion Purchase Agreement, as amended, the Company has the right, but not the obligation, to require White Lion to
purchase, from time to time, up to $55.0 million in aggregate gross purchase price of newly issued shares of our common stock, subject
to certain limitations and conditions set forth in the White Lion Purchase Agreement. Subject to the satisfaction of certain customary
conditions, the Company’s right to sell shares to White Lion commenced on the date of the execution of White Lion Purchase Agreement
and extends until the earlier of (i) White Lion having purchased shares of common stock equal to $55.0 million and (ii) December 31, 2027
(the “ White Lion Commitment Period ”).
During the White Lion Commitment
Period, subject to the terms and conditions of the White Lion Purchase Agreement, the Company may notify White Lion when the Company exercises
its right to sell shares of its common stock. The Company may deliver a Fixed Purchase Notice (as such term is defined in the White Lion
Purchase Agreement), where the Company can require White Lion to purchase up to a number of shares of common stock equal to the lesser
of (i) $150,000 or (ii) 100% of Average Daily Trading Volume (as such term is defined in the White Lion Purchase Agreement). The Company
may also deliver a Rapid Purchase Notice (as such term is defined in the White Lion Purchase Agreement), where the Company may require
White Lion to purchase up to a number of shares of common stock equal to the lesser of (i) 100% of the Average Daily Trading Volume and
(ii) $2,000,000 divided by the highest closing price of the common stock over the most recent five business days immediately prior to
the receipt of the notice. White Lion may waive such limits under any notice at its discretion and purchase additional shares.
The price to be paid by White
Lion for any shares that the Company requires White Lion to purchase will depend on the type of purchase notice that the Company delivers.
For shares being issued pursuant to Fixed Purchase Notice, the purchase price per share will be equal to 90% of the lowest VWAP (as defined
in the White Lion Purchase Agreement) of the common stock that occurs during the five consecutive business days prior to the purchase
notice. For shares being issued pursuant to a Rapid Purchase Notice, the purchase price per share will be equal to the average of the
three lowest traded prices on the date that the notice is delivered.
Further, pursuant to Amendment
No. 2, the Company may notify White Lion to exercise the Company’s right to sell shares of its common stock by delivering an Hour
Rapid Purchase Notice (as defined in the White Lion Purchase Agreement). If the Company delivers an Hour Rapid Purchase Notice, the Company
shall deliver to White Lion shares of common stock not to exceed the lesser of (i) five percent of the Average Daily Trading Volume on
the date of an Hour Rapid Purchase Notice and (ii) 100,000 shares of common stock. The closing of the transactions under an Hour Rapid
Purchase Notice will occur one business day following the date on which the Hour Rapid Purchase Notice is delivered. At such closing,
White Lion will pay the Company the Hour Rapid Purchase Investment Amount equal to the number of shares of common stock subject to the
applicable Hour Rapid Purchase Notice multiplied by the lowest traded price of our common stock during the one-hour period following White
Lion’s consent to the acceptance of the applicable Hour Rapid Purchase Notice.
Pursuant to Amendment No.
3, we have the option to submit three hour rapid purchase notices to White Lion that, if accepted by White Lion and otherwise delivered
in accordance with the White Lion Purchase Agreement, enable the Company to sell shares of its common stock to White Lion based on the
lowest traded price of the Company’s common stock during the three-hour valuation period following White Lion’s written acceptance
of a three hour purchase notice.
5
No purchase notice shall
result in White Lion beneficially owning (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) more
than 9.99% of the number of shares of the common stock outstanding immediately prior to the issuance of shares of common stock issuable
pursuant to a purchase notice.
The Company may deliver purchase
notices under the White Lion Purchase Agreement, subject to market conditions, and in light of our capital needs, from time to time and
under the limitations contained in the White Lion Purchase Agreement. Any proceeds that the Company receives under the White Lion Purchase
Agreement are expected to be used for working capital and general corporate purposes, as further summarized in “Use of Proceeds”.
The Company and White Lion
will have the right to terminate the White Lion Purchase Agreement in the event of a material breach by the other party and notice being
sent by the non-breaching party to the breaching party. The White Lion Purchase Agreement also automatically terminates upon the earlier
of (i) the end of the White Lion Commitment Period, (ii) the date that the Company commences a voluntary bankruptcy proceeding, a custodian
is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit
of its creditors, and (iii) immediately upon the delisting of the common stock from The Nasdaq Global Market.
In consideration for the
commitments of White Lion, as described above, the Company issued 348,837 shares of common stock (the “ Commitment Shares ”)
to White Lion. The Commitment Shares were fully earned by White Lion at the time of issuance.
Concurrently with the White
Lion Purchase Agreement, the Company entered into the RRA with White Lion. The White Lion Purchase Agreement and the RRA contain customary
representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants
contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the
parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
As of May 15, 2026, the Company
has issued a total of 11,140,000 shares of common stock under the White Lion Purchase Agreement for aggregate gross proceeds of approximately
$20.4 million.
Other Information
We will bear all costs, expenses
and fees in connection with the registration of Offered Securities. The Selling Securityholder will bear all commissions and discounts,
if any, attributable to its sales of Offered Securities. We are registering certain shares of our common stock for sale by the Selling
Securityholder pursuant to the RRA with the Selling Securityholder. See the section of this prospectus entitled “ Selling Securityholder ”
for more information.
White Lion is an “underwriter”
with respect to the Offered Securities within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “ Securities
Act ”), and any profits on the sales of the Offered Securities by White Lion and any discounts, commissions, or concessions received
by White Lion with respect to the Offered Securities are deemed to be underwriting discounts and commissions under the Securities Act.
White Lion may offer and
sell the Offered Securities owned by it covered by this prospectus from time to time, in a number of different ways and at varying prices.
If any underwriters, dealers or agents are involved in the sale of any of the Offered Securities, their names and any applicable purchase
price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set
forth, in any applicable prospectus supplement. See the sections of this prospectus entitled “ About this Prospectus ”
and “ Plan of Distribution ” for more information. No securities may be sold without delivery of this prospectus and
any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this
prospectus and any applicable prospectus supplement before you invest in our securities.
Potential Dilution
As of May 15, 2026, there were
145,819,663 shares of our common stock outstanding of which approximately 108.9 million shares were held by non-affiliates of our company.
If all of the 48,521,163 shares offered for resale by the Selling Securityholder under this prospectus were issued and outstanding as
of the date hereof, such shares would represent approximately 25.0% of the total number of outstanding shares of common stock and approximately
30.8% of the total number of outstanding shares of common stock held by non-affiliates of our company, in each case as of May 15, 2026.
6
Summary Risk Factors
Below is a summary of material
factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and
uncertainties that we face.
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We 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. |
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We 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. |
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Raising additional funds may cause dilution to existing stockholders and/or may restrict our operations or require us to relinquish proprietary rights. |
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We have identified material weaknesses in our internal controls over financial reporting. As a result of these material weaknesses, we previously 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 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. |
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We face risks related to the restatement of our previously issued quarterly financial statements. |
● | Our failure to prepare and
timely file our periodic reports with the SEC limits our access to the public markets to raise debt or equity capital. |
● | Our business depends in part on the availability of rebates, tax credits
and other financial incentives. The OBBBA has materially reduced the availability of these rebates, credits or incentives, which may adversely
impact our business. |
● | Macroeconomic conditions in
our domestic and international markets, as well as inflation concerns, instability of financial institutions, rising interest rates,
and recessionary concerns may adversely affect our industry, business and financial results. |
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We have incurred losses and may be unable to achieve or sustain profitability in the future. |
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We face competition from both traditional energy companies and renewable energy companies. |
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Our growth strategy depends on the widespread adoption of solar power technology. |
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We are exposed to the credit risk of customers and our finance partners, and payment delinquencies on accounts receivables. |
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Any unauthorized access to or disclosure or theft of personal information we gather, store or use could harm our reputation and subject us to claims or litigation. |
7
● | Our success depends on the
continuing contributions of key personnel, including Thurman J. Rodgers. If we are unable to attract and retain key employees and qualified
personnel, our business and prospects could be harmed. |
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Our operating results and ability to grow may fluctuate from quarter to quarter and year to year, which could make future performance difficult to predict and could cause operating results for a particular period to fall below expectations. |
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We may be subject to breaches of our information technology systems, which could lead to disclosure of internal information, damage to our reputation or relationships with dealers, suppliers, and customers, and disrupt access to online services. Such breaches could subject us to significant reputational, financial, legal, and operational consequences. |
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We are subject to legal proceedings and regulatory inquiries and may be named in additional claims or legal proceedings or become involved in regulatory inquiries, all of which are costly, distracting to our core business and could result in an unfavorable outcome or harm our business, financial condition, results of operations or the trading price for our securities. |
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Our Directors, executive officers and principal stockholders will continue to have significant influence over our company, which could limit your ability to influence the outcome of key transactions, including a change of control. |
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If we fail to meet all applicable requirements of Nasdaq and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease. |
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We may be required to repurchase up to 5,618,488 shares of common stock from the investors with whom we entered into Forward Purchase Agreements in connection with the closing of the Business Combination, which would reduce the amount of cash available to us to fund our growth plan. |
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Our 10.0% Senior Secured Notes are secured obligations, and there are risks associated with our 10.0% Senior Secured Notes that could adversely affect our business and financial condition. |
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The conversion features of the Convertible Senior Notes and Yorkville Notes may adversely affect our financial condition and operating results. |
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The issuance of common stock to the Selling Securityholder may cause substantial dilution to our existing shareholders, and the sale of such shares acquired by the Selling Securityholder could cause the price of our common stock to decline. |
● | Future sales (including potential
sales of securities to White Lion pursuant to the White Lion Purchase Agreement), or the perception of future sales, by us
or our stockholders in the public market could cause the market price for the common stock to decline. |
8
The Offering
Securities offered by the Selling Securityholder |
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Up to 48,521,163 shares of our common stock
(which is in addition to the 6,928,837 shares of our common stock previously offered and sold by the Selling Securityholder).
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Shares of common stock outstanding prior to this offering |
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145,819,663 (as of May 15, 2026). |
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Shares of common stock outstanding after this offering |
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194,340,826 (based on the total shares outstanding as of May 15, 2026). |
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Terms of the offering |
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The Selling Securityholder will determine when and how it will dispose of the shares of common stock registered for resale under this prospectus. |
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Use of proceeds |
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We will not receive any of the proceeds from the
resale of the shares of common stock by the Selling Securityholder. However, we may receive up to an additional $48,521,163 in gross proceeds
under the White Lion Purchase Agreement (assuming the shares to be issued are sold at a price of $1.00 per share) from sales of common
stock that we may elect to make to the Selling Securityholder pursuant to the White Lion Purchase Agreement, if any, from time to time
in our sole discretion, during the White Lion Commitment Period.
The proceeds from the Selling Securityholder that
we receive under the White Lion Purchase Agreement, if any, are currently expected to be used for general corporate purposes, including
working capital. Accordingly, we retain broad discretion over the use of the net proceeds from the sale of our common stock under the
White Lion Purchase Agreement. The precise amount and timing of the application of such proceeds will depend upon our liquidity needs
and the availability and cost of other capital over which we have little or no control. As of the date hereof, we cannot specify with
certainty the particular uses for the net proceeds from the sales of shares of common stock, if any to White Lion under the White Lion
Purchase Agreement. See “ Use of Proceeds .”
We will incur all costs associated with this prospectus
and the registration statement of which it is a part.
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Risk factors |
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Before investing in our securities, you should carefully read and consider the information set forth in “ Risk Factors ” beginning on page 10. |
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Nasdaq ticker symbols |
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“SPWR” and “SPWRW” |
For additional information concerning the offering, see “ Plan
of Distribution ” beginning on page 115.
9
Risk
Factors
Investing 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
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 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. 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.
If 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
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 - Liquidity and Going Concern” for a further discussion of the other factors that may impact our liquidity
position.
Failure 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
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
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,
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.
10
We 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.
Raising 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, 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.
11
We 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
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
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
identified below constitute a material weakness, either individually or in the aggregate.
Control 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.
Control 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.
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.
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;
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
described in the paragraphs above contributed to material accounting errors identified and corrected during the audit of our 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.
12
We 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
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
to the restatement of our previously issued quarterly financial statements.
As 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.
Our failure to prepare
and timely file our periodic reports with the SEC limits our access to the public markets to raise debt or equity capital.
We 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 timeframes 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. If we seek to access the capital markets
through a registered offering during the period of time that we are unable to use Form S-3, we may be required to publicly disclose the
proposed offering and the material terms thereof before the offering commences, we may experience delays in the offering process due to
SEC review of a Form S-1 registration statement and we may incur increased offering and transaction costs and other considerations. If
we are unable to raise capital through a registered offering, we would be required to conduct our equity financing transactions on a private
placement basis, which may be subject to pricing, size and other limitations imposed under the Nasdaq rules, or seek other sources of
capital. The foregoing limitations on our financing approaches could prevent us from pursuing transactions or implementing business strategies
that would be beneficial to our business.
13
Changes in international
trade policies, tariffs, or trade disputes could significantly and adversely affect our business, revenues, margins, results of operations,
and cash flows.
On February 7, 2018, safeguard
tariffs on imported solar cells and modules (“ CSPV ”) went into effect pursuant to Proclamation 9693, which approved
recommendations to provide relief to U.S. manufacturers and impose safeguard tariffs on imported solar cells and modules, based on the
investigations, findings, and recommendations of the U.S. International Trade Commission (the “ International Trade Commission ”).
On February 4, 2022, then President Biden issued Proclamation 10339 extending the existing safeguard measures on U.S. imports of CSPV
products by an additional four years until February 6, 2026. Prior to the termination of the safeguard tariffs, modules were subject to
a tariff rate of approximately 15%. Cells were subjected to a tariff-rate quota, under which the first 5 GW of cell imports each year
was exempt from tariffs, and cells imported after the 5 GW quota was reached were subject to the same approximately 15% tariff as modules
in the first year, with the same 0.25% decline in each of the three subsequent years. The tariff-free cell quota applied globally, without
any allocation by country or region.
While solar cells and modules
based on interdigitated back contact technology were excluded from these safeguard tariffs, our solar products based on other technologies
continue were subject to the safeguard tariffs until February 6, 2026.
Solar 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. On June
6, 2022, then President Biden issued an Executive Order allowing U.S. solar installers to import solar modules and cells from Cambodia,
Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic
production of clean energy technologies. This moratorium ended in June 2024 and China-wide AD/CVD action now applies to imports from those
countries that contain Chinese-origin inputs. Additionally, on December 29, 2023, Auxin and Concept Clean Energy, Inc. filed suit in the
U.S. Court of International Trade challenging the legal basis for the moratorium and implementing regulations. In August 2025 the Court
of International Trade found the moratorium on the collection of AD/CVD duties to be unlawful and ordered retroactive collection of duties
that should have been paid during that period. The retroactive collection of duties was stayed pending appeal. On February 9, 2026, the
U.S. government withdrew its appeal of that decision, but other parties continue to pursue the appeal. In addition, on May 15, 2024 the
Department of Commerce and the U.S. International Trade Commission initiated antidumping and countervailing duty investigations of CSPV
products from Cambodia, Malaysia, Thailand, and Vietnam. Both the Department of Commerce and the U.S. International Trade Commission made
affirmative findings for all countries. On June 24, 2025, the Department of Commerce imposed antidumping and countervailing duty orders
on CSPV products from all four countries. Duty rates range zero to over 100% antidumping duties and approximately 15% to over 3000% countervailing
duties depending on the company and country. Antidumping and countervailing duties are assessed retroactively and thus final assessment
of duties on imports made after June 2025 will be determined in future proceedings by the Department of Commerce.
The 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.
Further, the Uyghur Forced
Labor Prevention Act may inhibit importation of certain solar modules or components. In addition, the imposition of tariffs is likely
to result in a wide range of impacts to the U.S. solar industry and the global manufacturing market, as well as our business in particular.
Such tariffs could materially increase the price of our solar products and result in significant additional costs to the Company, its
resellers, and the resellers’ customers, which could cause a significant reduction in demand for our solar power products and greatly
reduce our competitive advantage.
14
Our business depends
in part on the availability of rebates, tax credits and other financial incentives. The OBBBA has materially reduced the availability
of these rebates, credits or incentives, which may adversely impact our business.
U.S. federal, state and local
government bodies provide incentives to end users, distributors, system integrators and manufacturers of solar energy systems to promote
solar electricity in the form of rebates, tax credits and other financial incentives such as system performance payments, payments for
renewable energy credits associated with renewable energy generation and the exclusion of solar energy systems from property tax assessments.
These incentives enable us to lower the price charged to customers for energy and for solar energy systems. However, these incentives
may expire on a particular date, end when the allocated funding is exhausted or be reduced or terminated as solar energy adoption rates
increase. These reductions or terminations often occur without warning.
The Inflation Reduction Act
of 2022 (“ IRA ”) extended and modified prior law applicable to U.S. federal tax credits that are available with respect
to solar energy systems. Under the IRA, the following tax credits were generally available: (i) a production tax credit under Code Section
45 (for facilities that began construction before January 1, 2025) and Code Section 45Y (for facilities that are placed in service after
December 31, 2024) (the “ PTC ”) with respect to electricity produced from certain qualifying facilities, (ii) an investment
tax credit under Code Section 48 (for facilities that began construction before January 1, 2025) and Code Section 48E (for facilities
that are placed in service after December 31, 2024) (the “ ITC ”) in connection with the installation of certain solar
facilities and energy storage technology, and (iii) a residential clean energy credit (the “ Section 25D Credit ”) in
connection with the installation of qualifying property that uses solar energy to generate electricity for residential use.
On July 4, 2025, the One
Big Beautiful Bill Act (the “ OBBBA ”) was enacted and significantly modified the IRA’s clean energy incentive
framework by accelerating the termination of certain credits and adding new eligibility restrictions and compliance burdens. The OBBBA
effectively repealed, on an accelerated timeline, key federal tax incentives for solar projects by curtailing eligibility for the clean
electricity PTC and ITC for applicable solar facilities placed in service after December 31, 2027 (subject to grandfathering for projects
that begin construction by July 4, 2026) and by terminating the Section 25D Credit after 2025.
With respect to the PTC,
solar energy projects that began construction before January 1, 2025 generally remain eligible for the PTC under Section 45 (as amended
by the IRA) and generally are not subject to the accelerated phaseouts or other limitations introduced by the OBBBA. The PTC available
to a taxpayer in 2024 and prior taxable years under Code Section 45 generally is equal to a certain rate multiplied by the kilowatt hours
of electricity produced by the taxpayer from solar energy at a facility owned by it and sold to an unrelated party during that taxable
year. The base rates for the PTC under Code Section 45 is 0.3 cents (adjusted for inflation). This rate is increased to 1.5 cents (adjusted
for inflation) for projects that (i) have a maximum net output of less than one megawatt (measured in alternating current), (ii) begin
construction before January 29, 2023, and (iii) meet certain prevailing wage and apprenticeship requirements. It also may be increased
for projects that include a certain percentage of components produced in the U.S. and projects that are located in certain energy communities,
in each case subject to applicable requirements and IRS guidance.
The PTC under Code Section
45Y, the successor to Code Section 45 that is applicable for facilities placed in service after December 31, 2024, generally is similar
to the PTC under Code Section 45 but includes certain different terms and qualification requirements. The PTC amount under Code Section
45Y generally is equal to the PTC outlined above for Code Section 45, including the availability of the same increased credit rates under
the same circumstances. The PTC under Code Section 45Y applies to kilowatt hours of electricity produced at a “qualified facility,”
which generally is a facility, such as a solar energy facility, that generates electricity and has a greenhouse gas emission rate that
is not greater than zero.
15
Under the OBBBA, solar facilities
that begin construction after July 4, 2026 (one year after enactment of the OBBBA) are ineligible for the Code Section 45Y credit if placed
in service after December 31, 2027. Facilities that begin construction prior to July 4, 2026 are not subject to this accelerated placed-in-service
deadline. In addition, IRS guidance interpreting these OBBBA termination provisions imposes more stringent “beginning of construction”
requirements, increasing the risk that projects may fail to qualify if development timelines slip or if the taxpayer cannot satisfy the
applicable standards. Moreover, the OBBBA denies the Code Section 45Y for certain leased residential solar water heating property (while
generally excluding leased solar electric generating property from that denial). 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.
With respect to the ITC,
solar energy projects that began construction before January 1, 2025 generally remain eligible for the ITC under Section 48 and are not
subject to the accelerated phaseouts or other limitations introduced by the OBBBA. The ITC available under Code Section 48E is the successor
provision of Code Section 48 and is applicable for investments in facilities placed in service after December 31, 2024. The ITC under
Code Section 48E generally is similar to the ITC outlined above under Code Section 48 in structure, including generally providing for
the same increased credit rates under the same circumstances. The ITC under Code Section 48E applies to investments in a “qualified
facility” and “energy storage technology”. A “qualified facility” for these purposes generally is the same
as described above for the PTC under Code Section 45Y and “energy storage technology” is defined by reference to such term
in Code Section 48.
Similar 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. Moreover, the OBBBA denies
the Code Section 48E for certain leased residential solar water heating property (while generally excluding leased solar electric generating
property from that denial). The ITC under Code Section 48E is subject to recapture if the Internal Revenue Service determines that the
greenhouse gas emissions rate for the facility exceeds a certain threshold. A facility is not eligible for the ITC under Code Section
48E if a tax credit already is allowed with respect to the facility under Code Section 45, 45Y or 48 (or certain other tax credit provisions)
for the taxable year or any prior taxable year.
Under 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. The applicable percentage
is 26% for such systems that are placed in service before January 1, 2022 and 30% for such systems that are placed in service after December
31, 2021. As modified by the OBBBA, the Section 25D Credit terminated with respect to expenditures made after December 31, 2025, and an
expenditure generally is treated as made when the original installation of the property is completed (or, in certain cases, when construction
or reconstruction is completed and the taxpayer’s original use of the structure begins). The unavailability of the Section 25D Credit
for systems when installation is completed after December 31, 2025 likely will impact the prices of our solar energy systems and overall
value proposition our solar systems provide to customers.
The OBBBA also introduces
additional restrictions relating to certain FEOC and supply chain sourcing, which may affect project eligibility and increase compliance
costs. On February 12, 2026, the U.S. Treasury Department and Internal Revenue Service released IRS Notice 2026-15, which provides additional
guidance regarding the prohibited foreign entity (“PFE”) rules under the OBBBA. In particular, this notice establishes interim
safe harbors for determining whether a project receives material assistance from a PFE, including guidance on calculation of the Material
Assistance Cost Ratio. While this guidance reduces certain uncertainties, it is interim in nature, and further rulemaking, including a
notice of proposed rulemaking and final regulations expected later in 2026, may modify or replace this framework. Such future guidance
could impose more restrictive requirements or additional compliance burdens, which may increase our costs and adversely affect our ability,
or our customers’ ability, to qualify for applicable tax credits. If we or our customers are unable to satisfy the PFE or related
eligibility requirements, it could materially and adversely affect our revenues, results of operations, cash flows and the overall demand
for our products.
The OBBBA has materially
reduced the governmental incentives available to participants in the solar industry, which is likely to adversely affect the results of
our operations and our ability to compete in this industry by increasing the cost of capital, causing us to increase the prices of our
energy and solar energy systems and reduce the size of our addressable market. Even where incentives remain available, evolving statutory
requirements and administrative guidance may create uncertainty, increase compliance costs, and delay or reduce tax credit financing,
which could disrupt project timelines and harm our liquidity.
16
Moreover, the U.S. federal
tax credits discussed above have complex legal and operational requirements, including with respect to “beginning of construction”
and placed-in-service requirements. There also may be uncertainty as to how such requirements promulgated under the IRA or the OBBBA are
interpreted. If Internal Revenue Service guidance regarding implementation of the IRA or the OBBBA is viewed by investors as unclear,
tax credit financing may be delayed or downsized, harming our ability to secure financing for customers. Our failure to either (i) interpret
the new requirements under the IRA and the OBBBA regarding among other things, timing of construction, prevailing wage, apprenticeship,
domestic content, siting in an “energy community,” accurately or (ii) adequately update our supply-chain, manufacturing, installation,
and record-keeping processes to meet such requirements, may result a partial or full reduction in the related U.S. federal tax benefit,
and our customers, financiers and shareholders may require us to indemnify them for certain of such reductions.
We are an “emerging
growth company” and a “smaller reporting company” and we cannot be certain if the reduced reporting requirements applicable
to these companies will make our common stock less attractive to investors.
We are an “emerging
growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). For as long as we continue to be an emerging
growth company, we intend to take advantage of exemptions from various reporting requirements that apply to other public companies that
are not emerging growth companies, including:
● | not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “ Sarbanes-Oxley
Act ”); |
● | not being required to comply
with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “ PCAOB ”) regarding
mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the
financial statements; |
● | reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements; and |
● | exemptions from the requirements
of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments
not previously approved. |
Under the JOBS Act, emerging
growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, will not be subject to the
same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, our financial
statements may be different from companies that comply with the new or revised accounting pronouncements as of public company effective
dates.
We will remain an emerging
growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion in total annual
gross revenues; (2) the date we qualify as a “large accelerated filer,” with at least $700.0 million of equity securities
held by non-affiliates; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior
three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of our IPO.
Even after we no longer qualify
as an emerging growth company, we may still qualify as a “smaller reporting company,” as defined in the Exchange Act, which
generally would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including providing
only two years of audited financial statements, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation our periodic reports and proxy statements,
unless we are also an accelerated filer, in which case different requirements will apply.
We cannot predict if investors
will find our securities less attractive because we may rely on these exemptions. If some investors find our common stock less attractive
as a result, there may be a less active trading market for our securities and the trading price of our securities may be more volatile.
17
Macroeconomic conditions
in our domestic and international markets, as well as inflation concerns, instability of financial institutions, rising interest rates,
and recessionary concerns may adversely affect our industry, business and financial results.
Our business depends on the
overall demand for our solar energy products and on the economic health and willingness of our customers and potential customers to purchase
our products and services. As a result of macroeconomic or market uncertainty, including inflation concerns, rising interest rates, recessionary
concerns, and geopolitical conflicts, customers may decide to delay purchasing our products and services or not purchase at all. In addition,
a number of the risks associated with our business, which are disclosed in these risk factors, may increase in likelihood, magnitude or
duration, and we may face new risks that we have not yet identified.
In the past, unfavorable
macroeconomic and market conditions have resulted in sustained periods of decreased demand. Macroeconomic and market conditions could
be adversely affected by a variety of political, economic or other factors in the U.S. and international markets, which could, in turn,
adversely affect spending levels of installers and end users and could create volatility or deteriorating conditions in the markets in
which we operate. Macroeconomic uncertainty or weakness could result in:
● | reduced demand for our products
as a result of constraints on spending for solar energy systems by our customers and/or a reduction in government subsidies for renewable
energy investments; |
● | increased price competition
for our products that may adversely affect revenue, gross margin and profitability; |
● | the introduction of any disadvantageous
trade regulations and import duties and tariffs; |
● | decreased ability to forecast
operating results and make decisions about budgeting, planning and future investments; |
● | decrease in the popularity
of solar energy as a green energy solution; |
● | business and financial difficulties
faced by our suppliers or other partners, including impacts to material costs, sales, liquidity levels, ability to continue investing
in their businesses, ability to import or export goods, ability to meet development commitments and manufacturing capability; and |
● | increased overhead
and production costs as a percentage of revenue. |
Reductions in customer spending
in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, would
adversely affect our business, results of operations and financial condition.
Existing regulations
and policies, including trade policies and tariffs, and changes to these regulations and policies, including changes to trade policies
and tariffs, may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly
reduce demand for our products and services.
The market for electric generation
products is heavily influenced by federal, state and local government laws, geopolitical forces (such as trade policies and tariffs),
regulations and policies concerning the electric utility industry in the U.S. and abroad, as well as policies promulgated by electric
utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity
generation, and trade and policy changes that make solar power less competitive with other power sources could deter investment in the
research and development of alternative energy sources as well as customer purchases of solar power technology, which could in turn result
in a significant reduction in the demand for our solar power products. The market for electric generation equipment is also influenced
by geopolitics, trade and local content laws, policies and tariffs, regulations and policies that can discourage growth and competition
in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our solar products.
In addition, on-grid applications depend on access to the grid, which is also regulated by government entities. We anticipate that our
solar power products and our installation will continue to be subject to oversight and regulation in accordance with federal, state, local
and foreign regulations relating to construction, safety, environmental protection, utility interconnection and metering, trade, and related
matters. It is difficult to track the requirements of individual states or local jurisdictions and design equipment to comply with the
varying standards. In addition, the U.S. and European Union, among others, have imposed tariffs or are in the process of evaluating the
imposition of tariffs on solar panels, solar cells, polysilicon, and potentially other components. These and any other tariffs or similar
taxes or duties may increase the price of our solar products and adversely affect our cost reduction roadmap, which could harm our results
of operations and financial condition. We cannot predict what actions may be taken by the United States or other countries with respect
to trade policies and tariffs or with respect to other policies and incentives that impact the solar industry, or that promote other forms
of energy production over the solar industry. Any new regulations or policies pertaining our solar power products may result in significant
additional expenses for our customers, which could cause a significant reduction in demand for our solar power products.
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We rely on net metering
and related policies to offer competitive pricing to customers in many of our current markets and changes to net metering policies may
significantly reduce demand for electricity from residential solar energy systems.
Net 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. Net metering allows a homeowner
to pay his or her local electric utility for power usage net of production from the solar energy system or other distributed generation
source. Homeowners receive a credit for the energy an interconnected solar energy system generates in excess of that needed by the home
to offset energy purchases from the centralized utility made at times when the solar energy system is not generating sufficient energy
to meet the customer’s demand. In many markets, this credit is equal to the residential retail rate for electricity and in other
markets, such as Hawaii and Nevada, the rate is less than the retail rate and may be set, for example, as a percentage of the retail rate
or based upon a valuation of the excess electricity. In some states and utility territories, customers are also reimbursed by the centralized
electric utility for net excess generation on a periodic basis.
Net metering programs have
been subject to legislative and regulatory scrutiny in some states and territories including, but not limited to, California, New Jersey,
Arizona, Nevada, Connecticut, Florida, Maine, Kentucky, Puerto Rico and Guam. These jurisdictions, by statute, regulation, administrative
order or a combination thereof, have recently adopted or are considering new restrictions and additional changes to net metering programs
either on a state-wide basis or within specific utility territories. Many of these measures were introduced and supported by centralized
electric utilities. These measures vary by jurisdiction and may include a reduction in the rates or value of the credits customers are
paid or receive for the power they deliver back to the electrical grid, caps or limits on the aggregate installed capacity of generation
in a state or utility territory eligible for net metering, expiration dates for and phasing out of net metering programs, replacement
of net metering programs with alternative programs that may provide less compensation and limits on the capacity size of individual distributed
generation systems that can qualify for net metering. Net metering and related policies concerning distributed generation also received
attention from federal legislators and regulators.
In 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 ”). Under NEM 2.0, new
distributed generation customers receive the retail rate for electricity exported to the grid, less certain non-by passable fees. Customers
under NEM 2.0 also are subject to interconnection charges and time-of-use rates. Existing customers who receive service under the prior
net metering program, as well as new customers under the NEM 2.0 program, currently are permitted to remain covered by them on a legacy
basis for a period of 20 years. On September 3, 2020, the CPUC opened a new proceeding to review its current net metering policies and
to develop Net Energy Metering 3.0 (“ NEM 3.0 ”), also referred to by the CPUC as the NEM 2.0 successor tariff. NEM 3.0
was finalized on December 15, 2022 and includes several changes from previous net metering plans. The changes instituted by NEM 3.0 impacted
the amount that homeowners with solar power will be able to recuperate when selling excess energy back to the utility grid. With NEM 3.0,
the value of the credits for net exports are tied to the state’s Distributed Energy Resources Avoided Cost Calculator Documentation
(“ ACC ”). Another significant change with NEM 3.0 relates to the netting period: the time period over which the utilities
measure the clean energy being imported or exported. In general, longer netting periods have typically been advantageous for solar power
customers because production can offset any consumption. NEM 3.0 will instead measure energy using instantaneous netting, which means
interval netting approximately every 15 minutes. This will lead to more NEM customers’ electricity registering as exports, now valued
at the new, lower ACC value. Overall, the institution on NEM 3.0 has resulted in a smaller market for residential solar systems and it
is not certain that market conditions will improve or that NEM 3.0 will be amended or replaced with a more solar-friendly rate structure.
Other states may adopt policies similar to NEM 3.0 that cause deterioration to other residential solar markets.
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Any shortage, delay
or component price change from these suppliers or delays and price increases associated with the product transport logistics could result
in sales and installation delays, cancellations and loss of market share.
We purchase solar panels, inverters
and other system components from a number of suppliers for certain components; however, we may be susceptible to quality issues, shortages
and price changes. If we fail to develop, maintain and expand relationships with existing or new suppliers, we may be unable to adequately
meet anticipated demand for our solar energy systems or may only be able to offer our systems at higher costs or after delays. If one
or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production, we may be unable to satisfy this demand
due to an inability to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms.
In particular, there are
a limited number of inverter and battery suppliers. Once we design a system for use with a particular inverter or battery, if that type
of inverter or battery is not readily available at an anticipated price, we may incur additional delay and expense to redesign the system
and source alternative inventory.
In addition, production of
solar panels involves the use of numerous raw materials and components. Several of these have experienced periods of limited availability,
particularly polysilicon, as well as indium, cadmium telluride, aluminum and copper. The manufacturing infrastructure for some of these
raw materials and components has a long lead time, requires significant capital investment and relies on the continued availability of
key commodity materials, potentially resulting in an inability to meet demand for these components. The prices for these raw materials
and components fluctuate depending on global market conditions and demand and we may experience rapid increases in costs or sustained
periods of limited supplies.
Despite efforts to obtain
components from multiple sources whenever possible, many suppliers may be single-source suppliers of certain components. If we cannot
maintain long-term supply agreements or identify and qualify multiple sources for components, access to supplies at satisfactory prices,
volumes and quality levels may be harmed. We may also experience delivery delays of components from suppliers in various global locations.
In addition, while there are alternative suppliers and service providers that we could enter into agreements with to replace our suppliers
on commercially reasonable terms, we may be unable to establish alternate supply relationships or obtain or engineer replacement components
in the short term, or at all, at favorable prices or costs. Qualifying alternate suppliers or developing our own replacements for certain
components may be time-consuming and costly and may force us to make modifications to our product designs.
Our need to purchase supplies
globally and our continued international expansion further subjects us to risks relating to currency fluctuations. Any decline in the
exchange rate of the U.S. dollar compared to the functional currency of component suppliers could increase component prices. In addition,
the state of the financial markets could limit suppliers’ ability to raise capital if they are required to expand their production
to meet our needs or satisfy our operating capital requirements. Changes in economic and business conditions, wars, governmental changes
and other factors beyond our control or which we do not presently anticipate, could also affect suppliers’ solvency and ability
to deliver components on a timely basis. Any of these shortages, delays or price changes could limit our growth, cause cancellations or
adversely affect profitability and the ability to compete in the markets in which we operate effectively.
Our business substantially
focuses on solar service agreements and transactions with residential customers
Our business substantially
focuses on solar service agreements and transactions with residential customers. Our energy system sales to homeowners utilize power purchase
agreements (“ PPAs ”), leases, loans and other products and services. We currently offer PPAs and leases through Goodleap,
LLC, LightReach, EverBright, LLC, Dividend Solar Loan Company and other financial institutions. If we were unable to arrange new or alternative
financing methods for PPAs and leases on favorable terms, our business, financial condition, results of operations, and prospects could
be materially and adversely affected.
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If we fail to manage
operations and growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately
address competitive challenges.
We have experienced significant
growth in recent periods (including through the integration of acquired companies) as measured by our number of customers, and we intend
to continue efforts to expand our business within existing and new markets. This growth (including these integration activities) has placed,
and any future growth may place, a strain on management, operational and financial infrastructure. Our growth requires our management
to devote a significant amount of time and effort to maintain and expand relationships with customers, dealers and other third parties,
attract new customers and dealers, arrange financing for growth and manage expansion into additional markets.
In addition, our current
and planned operations, personnel, information technology and other systems and procedures might need to be revised to support future
growth and may require us to make additional unanticipated investments in its infrastructure. Our success and ability to further scale
our business will depend, in part, on our ability to manage these changes in a cost-effective and efficient manner.
If we cannot manage operations
and growth, we may be unable to meet expectations regarding growth, opportunity and financial targets, take advantage of market opportunities,
execute our business strategies or respond to competitive pressures. This could also result in declines in quality or customer satisfaction,
increased costs, difficulties in introducing new offerings or other operational difficulties. Any failure to effectively manage our operations
and growth could adversely impact our reputation, business, financial condition, cash flows and results of operations.
We have incurred losses
and may be unable to achieve or sustain profitability in the future.
We have incurred net losses
in the past, including a net loss from continuing operations of $44.3 million in the fiscal year ended December 28, 2025. We had an accumulated
deficit of $451.5 million as of March 29, 2026. Additionally, as of March 29, 2026, we had current indebtedness of $38.0 million and long-term
indebtedness, including derivative liabilities, net of current of $131.8 million. We will continue to incur net losses as spending increases
to finance the expansion of operations, installation, engineering, administrative, sales and marketing staffs, spending increases on brand
awareness and other sales and marketing initiatives and implement internal systems and infrastructure to support the Company’s growth.
We do not know whether revenue will grow rapidly enough to absorb these costs, and our limited operating history makes it difficult to
assess the extent of these expenses or their impact on results of operations. Our ability to achieve profitability depends on a number
of factors, including but not limited to:
● | Growing the customer base; |
● | Maintaining or further lowering
the cost of capital; |
● | Reducing the cost of components
for our solar service offerings; |
● | Growing and maintaining our
sales partner network; |
● | Growing our direct-to-consumer
and New Homes business to scale; and |
● | Reducing operating costs by
lowering customer acquisition costs and optimizing our design and installation processes and supply chain logistics. |
Even if we do achieve profitability,
we may be unable to sustain or increase profitability in the future.
21
A material drop in
the retail price of utility-generated electricity or electricity from other sources could adversely impact our ability to attract customers,
which would harm our business, financial condition, and results of operations.
We believe a homeowner’s
decision to buy solar energy from us is primarily driven by a desire to lower electricity costs. Decreases in the retail prices of electricity
from utilities or other energy sources would harm our ability to offer competitive pricing and could harm its business. The price of electricity
from utilities could decrease as a result of:
● | the construction of a significant
number of new power generation plants, including nuclear, coal, natural gas or renewable energy technologies; |
● | the construction of additional
electric transmission and distribution lines; |
● | a reduction in the price of
natural gas or other natural resources as a result of new drilling techniques or other technological developments, a relaxation of associated
regulatory standards, or broader economic or policy developments; |
● | energy conservation technologies
and public initiatives to reduce electricity consumption; |
● | subsidies impacting electricity
prices, including in connection with electricity generation and transmission; and |
● | development of new energy technologies
that provide less expensive energy. |
A reduction in utility electricity
prices would make the purchase of our solar service offerings less attractive. If the retail price of energy available from utilities
were to decrease due to any of these or other reasons, we would be at a competitive disadvantage. As a result, we may be unable to attract
new homeowners and growth would be limited.
We face competition
from both traditional energy companies and renewable energy companies.
The solar energy and renewable
energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets
and compete with large utilities. Our primary competitors are the traditional utilities that supply energy to potential customers. We
compete with these utilities primarily based on price, predictability of price and the ease by which customers can switch to electricity
generated by our solar energy systems. If we cannot offer compelling value to its customers based on these factors, then our business
will not grow. Utilities generally have substantially greater financial, technical, operational and other resources than us. As a result
of their greater size, these competitors may be able to devote more resources to the research, development, promotion and sale of their
products or respond more quickly to evolving industry standards and changes in market conditions than we can. Utilities could also offer
other value added products and services that could help them compete with us even if the cost of electricity they offer is higher than
ours. In addition, utilities’ diversified generation portfolios which may allow utilities to sell electricity more cheaply than
electricity generated by our solar energy systems.
Our growth strategy
depends on the widespread adoption of solar power technology.
The distributed residential
solar energy market is at a relatively early stage of development compared to fossil fuel-based electricity generation. If additional
demand for distributed residential solar energy systems fails to develop sufficiently or takes longer to develop than we anticipate, the
Company may be unable to originate additional solar service agreements and related solar energy systems and energy storage systems to
grow the business. In addition, demand for solar energy systems and energy storage systems in our targeted markets may not develop to
the extent it anticipates. As a result, we may need to successfully broaden our customer base through origination of solar service agreements
and related solar energy systems and energy storage systems within its current markets or in new markets we may enter.
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Many factors may affect the
demand for solar energy systems, including, but not limited to, the following:
● | availability, substance and
magnitude of solar support programs including government targets, subsidies, incentives, renewable portfolio standards and residential
net metering rules; |
● | the relative pricing of other
conventional and non-renewable energy sources, such as natural gas, coal, oil and other fossil fuels, wind, utility-scale solar, nuclear,
geothermal and biomass; |
● | performance, reliability and
availability of energy generated by solar energy systems compared to conventional and other non-solar renewable energy sources; |
● | availability and performance
of energy storage technology, the ability to implement such technology for use in conjunction with solar energy systems and the cost
competitiveness such technology provides to customers as compared to costs for those customers reliant on the conventional electrical
grid; and |
● | general economic conditions
and the level of interest rates. |
The residential solar energy
industry is constantly evolving, which makes it difficult to evaluate our prospects. We cannot be certain if historical growth rates reflect
future opportunities or its anticipated growth will be realized. The failure of distributed residential solar energy to achieve, or its
being significantly delayed in achieving, widespread adoption could have a material adverse effect on our business, financial condition
and results of operations.
Our business could
be adversely affected by seasonal trends, poor weather, labor shortages, and construction cycles.
Our business is subject to
significant industry-specific seasonal fluctuations. In the U.S., many customers make purchasing decisions towards the end of the year
in order to take advantage of tax credits and residential solar sales tend to decline during the winter months. In addition, sales in
the new home development market are often tied to construction market demands, which tend to follow national trends in construction, including
declining sales during cold weather months.
Natural disasters,
terrorist activities, political unrest, economic volatility, and other outbreaks could disrupt our delivery and operations, which could
materially and adversely affect our business, financial condition, and results of operations.
Global pandemics or fear
of spread of contagious diseases, such as Ebola virus disease (EVD), coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome
(MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, avian flu and monkeypox, as well as hurricanes, earthquakes, tsunamis,
or other natural disasters could disrupt our business operations, reduce or restrict operations and services, incur significant costs
to protect its employees and facilities, or result in regional or global economic distress, which may materially and adversely affect
business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife,
future disruptions in access to bank deposits or lending commitments due to bank failures and other geopolitical uncertainty could have
a similar adverse effect on our business, financial condition, and results of operations. On February 24, 2022, the Russian Federation
launched an invasion of Ukraine that has had an immediate impact on the global economy resulting in higher energy prices and higher prices
for certain raw materials and goods and services which in turn is contributing to higher inflation in the U.S. and other countries across
the globe with significant disruption to financial markets. Any one or more of these events may impede our operation and delivery efforts
and adversely affect sales results, or even for a prolonged period of time, which could materially and adversely affect our business,
financial condition, and results of operations. We cannot predict the full effects the supply chain constraints will have on our business,
cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties.
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We are exposed to the
credit risk of customers and our finance partners, and payment delinquencies on accounts receivables.
Defaults by customers and
the financial institutions that fund some of our customers’ solar systems have not been material to date, but we expect that the
risk of customer defaults or financial partner defaults may increase as we grow our business. For example, Sunnova Energy International,
Inc. (“Sunnova”), a major provider of financing for solar systems, announced that substantial doubt exists regarding its ability
to continue as a going concern. While the Company does not use Sunnova for any of its customer financing, if any of our financing partners
experience liquidity concerns or stop funding projects, we may incur significant losses or project delays. If any of our customers are
unable to make milestone payments on systems purchased in cash, our revenue and costs could be adversely affected. If economic conditions
worsen, certain of our customers or finance partners may face liquidity concerns and may be unable to satisfy their payment obligations
to us on a timely basis or at all, which could have a material adverse effect on our financial condition and results of operations.
We may not realize the
anticipated benefits of past or future acquisitions, including the transactions under the asset purchase agreement with the SunPower
Debtors, the Sunder Acquisition, the Ambia Acquisition and the Cobalt Acquisition and integration of these acquisitions may disrupt our
business.
In November 2022, we acquired
The Solaria Corporation (“ Solaria ”), after which Complete Solar was renamed “Complete Solaria, Inc.” In
October 2023, we subsequently sold solar panel assets of Solaria, including intellectual property and customer contracts, to Maxeon Solar
Technologies, Ltd., which resulted in an impairment loss of $147.5 million and loss on disposal of $1.8 million. On September 30, 2024,
we completed the acquisition of the Acquired SunPower Assets under the APA with the SunPower Debtors, which resulted in our acquisition
of the SunPower Businesses and a significant expansion of our business operations and headcount. On September 21, 2025, we entered into
an agreement to acquire Sunder and completed the Sunder Acquisition effective September 24, 2025. On November 21, 2025, we entered into
an agreement to acquire Ambia and completed the Ambia Acquisition on November 21, 2025. We completed the acquisition of Cobalt on February
2, 2026. In the future, we may acquire additional companies, project pipelines, products, or technologies, or enter into joint ventures
or other strategic initiatives. Our ability as an organization to integrate acquisitions is unproven. We may not realize the anticipated
benefits of our acquisitions or any other future acquisition or the acquisition may be viewed negatively by customers, financial markets
or investors.
Any acquisition has numerous
risks, including, but not limited to, the following:
● | difficulty in assimilating
the operations and personnel of the acquired company; |
● | difficulty in effectively integrating
the acquired technologies or products with current products and technologies; |
● | difficulty in maintaining controls,
procedures and policies during the transition and integration; |
● | disruption of ongoing business
and distraction of management and employees from other opportunities and challenges due to integration issues; |
● | difficulty integrating the
acquired company’s accounting, management information and other administrative systems; |
● | inability to retain key technical
and managerial personnel of the acquired business; |
● | inability to retain key customers,
vendors, and other business partners of the acquired business; |
● | inability to achieve the financial
and strategic goals for the acquired and combined businesses; |
● | incurring acquisition-related
costs or amortization costs for acquired intangible assets that could impact operating results; |
● | failure of due diligence processes
to identify significant issues with product quality, legal and financial liabilities, among other things; |
● | inability to assert that internal
controls over financial reporting are effective; and |
● | inability to obtain, or obtain
in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions. |
24
● | inability to rebuild trust
with home builders due to the bankruptcy of the SunPower Debtors. |
● | inability to obtain advantageous
financing arrangements with financiers in order to pass the saving on to customers. |
We may be required
to file claims against other parties for infringing its intellectual property that may be costly and may not be resolved in its favor.
To protect our intellectual
property rights and to maintain competitive advantage, we have filed, and may continue to file, suits against parties we believe infringe
or misappropriate our intellectual property. Intellectual property litigation is expensive and time-consuming, could divert management’s
attention from our business, and could have a material adverse effect on our business, operating results, or financial condition, and
our enforcement efforts may not be successful. In addition, the validity of our patents may be challenged in such litigation. Our participation
in intellectual property enforcement actions may negatively impact our financial results.
Developments in technology
or improvements in distributed solar energy generation and related technologies or components may materially adversely affect demand for
our offerings.
Significant developments
in technology, such as advances in distributed solar power generation, energy storage solutions such as batteries, energy storage management
systems, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of distributed
or centralized power production may materially and adversely affect demand for our offerings and otherwise affect our business. Future
technological advancements may result in reduced prices to consumers or more efficient solar energy systems than those available today,
either of which may result in current customer dissatisfaction. We may not be able to adopt these new technologies as quickly as its competitors
or on a cost-effective basis.
Additionally, recent technological
advancements may impact our business in ways not currently anticipated. Any failure by us to adopt or have access to new or enhanced technologies
or processes, or to react to changes in existing technologies, could result in product obsolescence or the loss of competitiveness of
and decreased consumer interest in its solar energy services, which could have a material adverse effect on its business, financial condition
and results of operations.
Our business is subject
to complex and evolving data protection laws. Many of these laws and regulations are subject to change and uncertain interpretation and
could result in claims, increased cost of operations or otherwise harm its business.
Consumer personal privacy
and data security have become significant issues and the subject of rapidly evolving regulation in the U.S. Furthermore, federal, state
and local government bodies or agencies have in the past adopted, and may in the future adopt, more laws and regulations affecting data
privacy. For example, the state of California enacted the California Consumer Privacy Act of 2018 (“ CCPA ”) and California
voters recently approved the California Privacy Rights Act (“ CPRA ”). The CCPA creates individual privacy rights for
consumers and places increased privacy and security obligations on entities handling the personal data of consumers or households. The
CCPA went into effect in January 2020 and it requires covered companies to provide new disclosures to California consumers, provides such
consumers, business-to-business contacts and employees new ways to opt-out of certain sales of personal information, and allows for a
new private right of action for data breaches. The CPRA modifies the CCPA and imposes additional data protection obligations on companies
doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. The CCPA
and the CPRA may significantly impact the Company’s business activities and require substantial compliance costs that adversely
affect its business, operating results, prospects and financial condition. To date, we have not experienced substantial compliance costs
in connection with fulfilling the requirements under the CCPA or CPRA. However, we cannot be certain that compliance costs will not increase
in the future with respect to the CCPA and CPRA or any other recently passed consumer privacy regulation.
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Outside the U.S., an increasing
number of laws, regulations, and industry standards may govern data privacy and security. For example, the European Union’s General
Data Protection Regulation (“ EU GDPR ”) and the United Kingdom’s GDPR (“ UK GDPR ”) impose strict
requirements for processing personal data. Under the EU GDPR, companies may face temporary or definitive bans on data processing and other
corrective actions; fines of up to 20 million Euros or 4% of annual global revenue, whichever is greater; or private litigation related
to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent
their interests. Non-compliance with the UK GDPR may result in substantially similar adverse consequences to those in relation to the
EU GDPR, including monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher.
In addition, we may be unable
to transfer personal data from Europe and other jurisdictions to the U.S. or other countries due to data localization requirements or
limitations on cross-border data flows. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the
transfer of personal data to other countries. In particular, the European Economic Area (“ EEA ”) and the United Kingdom
have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it believes are not adequate.
Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross- border data transfer laws. Although
there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the U.S. in compliance with law,
such as the EEA and UK’s standard contractual clauses, these mechanisms are subject to legal challenges, and there is no assurance
that the Company can satisfy or rely on these measures to lawfully transfer personal data to the U.S. If there is no lawful manner for
us to transfer personal data from the EEA, the UK, or other jurisdictions to the U.S., or if the requirements for a legally-compliant
transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of its operations,
the need to relocate part of or all of its business or data processing activities to other jurisdictions at significant expense, increased
exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other
third parties, and injunctions against its processing or transferring of personal data necessary to operate its business. Some European
regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the
EU GDPR’s cross-border data transfer limitations.
Any inability to adequately
address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations and policies,
could result in additional cost and liability to us damage our reputation, inhibit sales and adversely affect our business. Furthermore,
the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to our business may
limit the use and adoption of, and reduce the overall demand for, its solutions. If we are not able to adjust to changing laws, regulations
and standards related to privacy or security, our business may be harmed.
Any unauthorized access
to or disclosure or theft of personal information we gather, store or use could harm our reputation and subject us to claims or litigation.
We receive, store and use
personal information of customers, including names, addresses, e-mail addresses, and other housing and energy use information. We also
store information of dealers, including employee, financial and operational information. We rely on the availability of data collected
from customers and dealers in order to manage our business and market our offerings. We take certain steps in an effort to protect the
security, integrity and confidentiality of the personal information collected, stored or transmitted, but there is no guarantee inadvertent
or unauthorized use or disclosure will not occur or third parties will not gain unauthorized access to this information despite our efforts.
Although we take precautions to provide for disaster recovery, our ability to recover systems or data may be expensive and may interfere
with normal operations. Also, although we obtain assurances from such third parties that they will use reasonable safeguards to secure
their systems, we may be adversely affected by unavailability of their systems or unauthorized use or disclosure or its data maintained
in such systems. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified
until they are launched against a target, our suppliers or vendors and our dealers may be unable to anticipate these techniques or to
implement adequate preventative or mitigation measures.
Cyberattacks in particular
are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data
and other electronic security breaches that could lead to disruptions in critical systems, disruption of customers’ operations,
loss or damage to data delivery systems, unauthorized release of confidential or otherwise protected information, corruption of data and
increased costs to prevent, respond to or mitigate cybersecurity events. In addition, certain cyber incidents, such as advanced persistent
threats, may remain undetected for an extended period.
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Unauthorized use, disclosure
of or access to any personal information maintained by us or on the behalf of us, whether through breach of our systems, breach of the
systems of our suppliers, vendors or dealers by an unauthorized party or through employee or contractor error, theft or misuse or otherwise,
could harm our business. If any such unauthorized use, disclosure of or access to such personal information were to occur, our operations
could be seriously disrupted and we could be subject to demands, claims and litigation by private parties and investigations, related
actions and penalties by regulatory authorities.
In addition, we could incur
significant costs in notifying affected persons and entities and otherwise complying with the multitude of federal, state and local laws
and regulations relating to the unauthorized access to, use of or disclosure of personal information. Finally, any perceived or actual
unauthorized access to, use of or disclosure of such information could harm our reputation, substantially impair our business, financial
condition and results of operations. While we currently maintain cybersecurity insurance, such insurance may not be sufficient to cover
against claims, and we cannot be certain that cyber insurance will continue to be available on economically reasonable terms, or at all,
or that any insurer will not deny coverage as to any future claim.
If we fail to comply
with laws and regulations relating to interactions by the Company or its dealers with current or prospective residential customers, it
could result in negative publicity, claims, investigations and litigation and adversely affect financial performance.
Our business substantially
focuses on home improvement contracts for the installation of solar systems for residential customers. We offer leases, loans and other
products and services directly to consumers and through sales partners in our dealer networks, who utilize sales people employed by or
engaged as third-party service providers of such contractors. We and our dealers must comply with numerous federal, state and local laws
and regulations that govern matters relating to interactions with residential consumers, including those pertaining to consumer protection,
marketing and sales, privacy and data security, consumer financial and credit transactions, mortgages and refinancings, home improvement
contracts, warranties and various means of customer solicitation, including under the laws described below in “ As sales to residential
customers have grown, we have increasingly become subject to substantial financing and consumer protection laws and regulations. ”
These laws and regulations are dynamic and subject to potentially differing interpretations and various federal, state and local legislative
and regulatory bodies may initiate investigations, expand current laws or regulations, or enact new laws and regulations regarding these
matters. Changes in these laws or regulations or their interpretation could dramatically affect how we and our dealers do business, acquire
customers and manage and use information collected from and about current and prospective customers and the costs associated therewith.
We and our dealers strive to comply with all applicable laws and regulations relating to interactions with residential customers. It is
possible, however, that these requirements may be interpreted and applied in a manner inconsistent from one jurisdiction to another and
may conflict with other rules or our practices or the practices of our dealers.
Although we require dealers
to meet consumer compliance requirements, we do not control dealers and their suppliers or their business practices. Accordingly, we cannot
guarantee they follow ethical business practices such as fair wage practices and compliance with environmental, safety and other local
laws. A lack of demonstrated compliance could lead us to seek alternative dealers or suppliers, which could increase costs and have a
negative effect on business and prospects for growth. Violation of labor or other laws by our dealers or suppliers or the divergence of
a dealer or supplier’s labor or other practices from those generally accepted as ethical in the U.S. or other markets in which the
Company does or intends to do business could also attract negative publicity and harm the business.
From time to time, we have
been included in lawsuits brought by the consumer customers of certain contractors in our networks, citing claims based on the sales practices
of these contractors. We cannot be sure that a court of law would not determine that we are liable for the actions of the contractors
in our networks or that a regulator or state attorney general’s office may hold us accountable for violations of consumer protection
or other applicable laws by. Our risk mitigation processes may not be sufficient to mitigate financial harm associated with violations
of applicable law by our contractors or ensure that any such contractor is able to satisfy its indemnification obligations to us. Any
significant judgment against us could expose it to broader liabilities, a need to adjust our distribution channels for products and services
or otherwise change our business model and could adversely impact the business.
27
We may be unsuccessful
in introducing new services and product offerings.
We intend to introduce new offerings
of services and products to both new and existing customers in the future, including home automation products and additional home technology
solutions. We may be unsuccessful in significantly broadening our customer base through the addition of these services and products within
current markets or in new markets the Company may enter. Additionally, we may not be successful in generating substantial revenue from
any additional services and products introduced in the future and may decline to initiate new product and service offerings.
Damage to our brand
and reputation or change or loss of use of our brand could harm our business and results of operations.
We depend significantly on
our reputation for high-quality products, excellent customer service and the brand name “SunPower” to attract new customers
and grow our business. If we fail to continue to deliver solar energy systems or energy storage systems within the planned timelines,
if our offerings do not perform as anticipated or if we damage any of our customers’ properties or delays or cancels projects, our
brand and reputation could be significantly impaired. Future technological improvements may allow the company to offer lower prices or
offer new technology to new customers; however, technical limitations in our current solar energy systems and energy storage systems may
prevent us from offering such lower prices or new technology to existing customers.
In addition, given the sheer
number of interactions our personnel or dealers operating on our behalf have with customers and potential customers, it is inevitable
that some customers’ and potential customers’ interactions with us or dealers operating on our behalf will be perceived as
less than satisfactory. This has led to instances of customer complaints, some of which have affected our digital footprint on rating
websites and social media platforms. If we cannot manage hiring and training processes to avoid or minimize these issues to the extent
possible, our reputation may be harmed and our ability to attract new customers would suffer.
In addition, if we were to
no longer use, lose the right to continue to use or if others use the “SunPower” brand, we could lose recognition in the marketplace
among customers, suppliers and dealers, which could affect our business, financial condition, results of operations and would require
financial and other investment and management attention in new branding, which may not be as successful.
Our success depends
on the continuing contributions of key personnel, including Thurman J. Rodgers. If we are unable to attract and retain key employees and
qualified personnel, our business and prospects could be harmed.
We rely heavily on the services
of our key executive officers and other key employees, in particular Thurman J. Rodgers, and the loss of services of any principal member
of the management team or other key employees could adversely affect our operations. There have been, and from time to time there may
continue to be, changes in our management team resulting from the hiring or departure of executives and key employees, or the transition
of executives within our business, which could disrupt our business. For example, during 2024, 2025 and early 2026, we had turnover in
key positions, including our Chief Executive Officer and our Chief Financial Officer. As a result of the SunPower Acquisition, the Sunder
Acquisition, the Ambia Acquisition and the Cobalt Acquisition, we also appointed new employees to key positions and restructured our management
reporting lines. Such changes in our executive management team or workforce may be disruptive to our business, divert management’s
attention, result in a loss of knowledge and negatively impact employee morale. If we encounter further turnover or difficulties associated
with the transition or departure of our executive officers and key employees, or if we are unsuccessful in recruiting new personnel or
in retaining and motivating existing personnel, our operations may be disrupted, which could harm our business.
We are investing significant
resources in developing new members of management as we complete our restructuring and strategic transformation, including as a result
of the SunPower Acquisition. We also anticipate that over time we will need to hire a number of highly skilled technical, sales, marketing,
administrative, and accounting personnel. The competition for qualified personnel is intense in this industry. We may not be successful
in attracting and retaining sufficient numbers of qualified personnel to support its anticipated growth. We cannot guarantee that any
employee will remain employed with us for any definite period of time since all employees, including key executive officers, serve at-will
and may terminate their employment at any time for any reason.
28
Labor is subject to external
factors that are beyond our control, including our industry’s highly competitive market for skilled workers and leaders, cost inflation,
and workforce participation rates. As we build our brand and become more well known and grow globally, there is increased risk that competitors
or other companies will seek to hire our personnel. The failure to attract, integrate, train, motivate and retain these personnel could
seriously harm our business and prospects.
### EX-23.1 - CONSENT OF BDO USA, P.C
EX-23.1
2
ea029106601ex23-1.htm
CONSENT OF BDO USA, P.C
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We hereby consent to the use in the Prospectus constituting a part
of this Registration Statement of our report dated April 14, 2026, relating to the consolidated financial statements of SunPower Inc.
(the “Company”), which is contained in that Prospectus. Our report contains an explanatory paragraph regarding the Company’s
ability to continue as a going concern.
We also consent to the reference to us under the caption “Experts”
in the Prospectus.
/s/ BDO USA, P.C.
Atlanta, GA
May 22, 2026
### EX-23.2 - CONSENT OF BDO USA, P.C
EX-23.2
3
ea029106601ex23-2.htm
CONSENT OF BDO USA, P.C
Exhibit 23.2
Consent of Independent Auditor
We hereby consent to the use in the Prospectus
constituting a part of this Registration Statement of SunPower Inc. of our report dated January 9, 2026, relating to the financial statements
of Sunder Energy LLC which is contained in that Prospectus. Our report contains an explanatory paragraph regarding Sunder Energy LLC’s
ability to continue as a going concern.
We also consent to the reference to us under the
caption “Experts” in the Prospectus.
/s/ BDO USA, P.C.
Atlanta, GA
May 22, 2026
### EX-23.3 - CONSENT OF TANNER LLP
EX-23.3
4
ea029106601ex23-3.htm
CONSENT OF TANNER LLP
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Stockholders and the Board of Directors of
SunPower, Inc.
We consent to the use in this Registration Statement
on Form S-1 of SunPower Inc. of our report dated December 22, 2025, relating to the financial statements of Ambia Energy, LLC as of December
31, 2024 and for the year then ended, which is part of this Registration Statement. We also consent to the reference to our firm under
the heading “Experts” in such Prospectus.
/s/ Tanner LLP
Lehi, Utah
May 22, 2026