沃尔夫速度公司美股招股说明书(2025-12-15版)

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 Senior 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 of 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 this 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 criminal 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 of 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 Company 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 had Table of Contents TABLE OF CONTENTS BENEFICIAL OWNERSHIP OF SECURITIES WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE You should rely only on the information contained in this prospectus or any amendment or supplement to this prospectus or incorporatedby reference into this prospectus. This prospectus is an offer to sell only the securities offered hereby, but only under the circumstances and injurisdictions where it is lawful to do so. Neither we nor the selling stockholder have authorized anyone to provide you with informationdifferent from that contained in this prospectus or any amendment or supplement to this prospectus or incorporated by reference into thisprospectus. Neither we nor the selling stockholder take any responsibility for, or can provide any assurance as to the reliability of, anyinformation other than the information in this prospectus or any amendment or supplement to this prospectus or incorporated by reference Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-1 that we filed with the SEC using the “shelf” registration process. Under the shelfregistration process, the selling stockholders may, from time to time, sell the securities offered by them described in this prospectus through any me