SunPower Inc美股招股说明书(2026-01-23版)

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 LionCapital, 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 usand 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 PurchaseAgreement dated August 14, 2024, and Amendment No. 3 to the Common Stock Purchase Agreement dated January 11, 2026 (as amended, the “White Lion PurchaseAgreement”), 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 mayelect, 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 termsand 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 adescription 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 SellingSecurityholder 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 thedate 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 lessthan 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 thisprospectus. 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 (exceptbrokerage fees and commissions and similar expenses) incurred in registering the shares of common stock offered hereby, including legal and accounting fees. See “Plan ofDistribution.” Shares of our common stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SPWR”. On January 22, 2026, the closing price of our common stock was$1.98. 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 reportingrequirements. 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 8 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 oradequacy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated January 23, 2026 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registrationprocess. 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 receiveany 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 thisprospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to whic