SunPower Inc美股招股说明书(2026-01-30版)

PROSPECTUS SUPPLEMENT NO. 1(To the Prospectus dated January 23, 2026) SUNPOWER INC. Up to 48,521,163 Shares of Common Stock This prospectus supplement supplements the prospectus dated January 23, 2026 (as amended or supplemented, the “prospectus”),which forms a part of our registration statement on Form S-1 (No. 333-292713). This prospectus supplement is being filed to updateand supplement the information in the prospectus with the information contained in our Current Report on Form 8-K filed with theSecurities and Exchange Commission on January 30, 2026 (the “Current Report”). Accordingly, we have attached the Current Reportto this prospectus supplement. The prospectus and this prospectus supplement relate 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 the prospectus and this prospectus supplement relate may be issued to White Lion pursuant tothe Common Stock Purchase Agreement dated July 16, 2024 between us and White Lion, as amended by Amendment No. 1 to theCommon Stock Purchase Agreement dated July 24, 2024, Amendment No. 2 to the Common Stock Purchase Agreement dated August14, 2024, and Amendment No. 3 to the Common Stock Purchase Agreement dated January 11, 2026 (as amended, the “White LionPurchase Agreement”), establishing an equity line of credit. Such shares of our common stock include up to 48,521,163 shares ofcommon stock that we may elect, in our sole discretion, to issue and sell to White Lion from time to time during the commitmentperiod under the White Lion Purchase Agreement. See “The White Lion Transaction” and “Selling Securityholder” in the prospectusfor more information regarding the White Lion Purchase Agreement and the Selling Securityholder. The actual number of shares of our common stock issuable to White Lion will vary depending on the then-current market price ofshares of our common stock sold to the Selling Securityholder under the White Lion Purchase Agreement and are subject to the furtherlimitations set forth in the White Lion Purchase Agreement. We are not selling any securities under the prospectus or this prospectus supplement and will not receive any of the proceeds from thesale of shares of common stock by the Selling Securityholder. However, we may receive proceeds of up to approximately $48.5million from the sale of our common stock to the Selling Securityholder pursuant to the White Lion Purchase Agreement after the dateof the prospectus (assuming the shares are sold at a price of $1.00 per share). The actual proceeds from White Lion under the WhiteLion Purchase Agreement may be less than this amount depending on the number of shares of our common stock sold and the price atwhich the shares of our common stock are sold. The Selling Securityholder may sell or otherwise dispose of the shares of common stock described in the prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution” in the prospectus for more information about how the SellingSecurityholder may sell or otherwise dispose of the shares of common stock being registered pursuant to the prospectus. The SellingSecurityholder 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 common stockby it. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares ofcommon stock offered by the prospectus, including legal and accounting fees. See “Plan of Distribution” in the prospectus. Our common stock and our public warrants are listed on The Nasdaq Stock Market under the symbols “SPWR” and “SPWRW,”respectively. On January 29, 2026, the last reported sales price of our common stock was $1.80 per share, and the last reported salesprice of our public warrants was $0.2811 per public warrant. This prospectus supplement should be read in conjunction with the prospectus, including any amendments or supplements thereto,which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus,including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates andsupersedes the information contained therein. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus,including any amendments or supplements thereto. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. The prospectus and this prospectus supplement comply with the requirements thatapply to an issuer that is a