沃尔夫速度公司美股招股说明书(2025-12-15版)

Wolfspeed, Inc. 11,362,132SHARES OF COMMON STOCK This prospectus relates to the potential offer and sale, from time to time, by the selling stockholders identified in this prospectus (the “sellingstockholders”) of up to 11,362,132shares of common stock, par value $0.00125 per share (the “Common Stock”), of Wolfspeed, Inc., a Delawarecorporation (“us,” “our, and “we”), which the selling stockholders may acquire upon conversion of certain of the 2.5% Convertible Second-Lien SeniorSecured Notes due 2031 (the “New 2L Non-Renesas Convertible Notes”) held by the selling stockholders. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of our Common Stock bythe selling stockholders. The selling stockholders may offer, sell or distribute all or a portion of the Common Stock registered hereby publicly or through privatetransactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of theseshares, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sale are within the sole discretion ofthe selling stockholders. Our registration of the Common Stock covered by this prospectus does not mean that the selling stockholders will offer or sell,as applicable, any of the Common Stock. We provide more information in the section titled “Plan of Distribution.” Our shares of Common Stock are listed on the New York Stock Exchange (the “NYSE”) under the symbol “WOLF.” On December12, 2025, theclosing sale price of our Common Stock was $18.56 per share. Investing in shares of our Common Stock involves a high degree of risk. You should carefully review the risks anduncertainties that are described in the “Risk Factors” sectionbeginning on page 6 of this prospectus and under similarheadings in any amendments or supplements to this prospectus or in the documents incorporated by reference into thisprospectus. Neither the U.S.Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is December15, 2025. Table of Contents EXPLANATORY NOTE On June30, 2025, Wolfspeed, Inc. (the “Company”) and its wholly owned subsidiary, Wolfspeed Texas LLC (together with the Company,“Wolfspeed”), filed voluntary petitions commencing cases (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Bankruptcy Codein the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) to implement a prepackagedchapter 11 plan of reorganization (the “Plan”). The Chapter 11 Cases were jointly administered under the captionIn re Wolfspeed, Inc., et al. A summaryof the material terms of the Plan and related matters is contained in the Company’s Current Report on Form 8-K filed with the SEC on July1, 2025. OnSeptember8, 2025, the Court entered the Order (I)Approving the Disclosure Statement, (II)Confirming the Joint Prepackaged Chapter 11 Plan ofReorganization of Wolfspeed, Inc. and Its Debtor Affiliate, and (III)Approving Entry into the Backstop Agreement [Docket No.285], which, amongother things, confirmed the Plan. On September29, 2025 (the “Plan Effective Date”), the conditions to the effectiveness of the Plan were satisfied orwaived and the Plan became effective. Wolfspeed emerged from the Chapter 11 Cases on September29, 2025. In connection with the confirmation of the Plan by the Bankruptcy Court and emergence from bankruptcy, the Company entered into aRegistration Rights Agreement, dated September29, 2025 (the “Registration Rights Agreement”), that requires the Company to file with the SEC a shelfregistration statement for the offer and resale, from time to time, of the common stock of the Company, or the common stock of the Companyunderlying certain securities, held by certain holders that received such common stock or securities at emergence. On November13, 2025, the Company filed a Current Report on Form 8-K with unaudited pro forma consolidated financial information reflectingthe Company’s Unaudited Pro Forma Consolidated Balance Sheet as of September28, 2025 and Unaudited Pro Forma Consolidated Statements ofOperations for the year ended June28, 2025 and three months ended September28, 2025 as if the Plan Effective Date and fresh start accounting hadoccurred as of an earlier date. This Current Report Form 8-K is incorporated by reference herein. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSSTATEMENT REGARDING FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDETERMINATION OF OFFERING PRICEDIVIDEND POLICY BENEFICIAL OWNERSHIP OF SECURITIES SELLING STOCKHOLDERS DESCRIPTION OF CAPITAL STOCK DESCRIPTIO