阳光能公司美股招股说明书(2026-02-02版)

PROSPECTUS SUPPLEMENT NO. 2(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 February 2, 2026 (the “Current Report”). Accordingly, we have attached the Current Report 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 of 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 further 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 date 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 Selling 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 of Our common stock and our public warrants are listed on The Nasdaq Stock Market under the symbols “SPWR” and “SPWRW,”respectively. On January 30, 2026, the last reported sales price of our common stock was $1.72 per share, and the last reported sales 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 and 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 that Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” beginning on page 8 of the prospectus, and under similar headings in any amendments or Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or passed upon the accuracy or adequacy of the prospectus or this prospectus supplement. Any representation to the Prospectus Supplement dated February 2, 2026 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Item 1.01. Entry into a Material Definitive Agreement. On January 30, 2026, SunPower Inc., a Delaware corporation (the “Company”), entered into a Share Purchase Agreement(the “Share Purchase Agreement”) with Cobalt Power Systems, Inc., a California corporation (“Cobalt