SunPower Inc美股招股说明书(2026-07-07版)

SUNPOWER INC. Up to 39,534,884 Shares of Common Stock This prospectus supplement supplements the prospectus dated June 1, 2026 (as amended or supplemented, the “prospectus”), whichforms a part of our registration statement on Form S-1 (No. 333-296206). This prospectus supplement is being filed to update andsupplement the information in the prospectus with the information contained in (the “Supplemental Information”) our CurrentReport on Form 8-K filed with the Securities and Exchange Commission on July 7, 2026 (the “Current Report”). Accordingly, wehave attached the Current Report to this prospectus supplement with respect to the Supplemental Information. The prospectus and this prospectus supplement relate to the registration of the resale or other disposition of up to 39,534,884 shares ofour common stock by YA II PN, LTD (“Yorkville”). Yorkville is also referred to in the prospectus and this prospectus supplement asthe Selling Securityholder. The shares of our common stock to which the prospectus and this prospectus supplement relate have beenor may be issued by us to Yorkville (i) pursuant to a standby equity purchase agreement, dated as of January 27, 2026, by and betweenus and Yorkville (the “SEPA”), and (ii) upon conversion of a convertible debenture issued by us on March 6, 2026 to Yorkville (the“YA Debenture”). Such shares of common stock include (i) up to 25,000,000 shares of common stock that we may, at our discretion,elect to issue and sell to Yorkville from time to time after the date of the prospectus and this prospectus supplement pursuant to theSEPA (the “SEPA Shares”) and (ii) up to 14,534,884 shares of common stock that may be issued to Yorkville upon conversion byYorkville of the YA Debenture (the “Debenture Shares” and, collectively with the Conversion Shares, the “Offered Securities”). We are not selling any securities under the prospectus and this prospectus supplement and will not receive any of the proceeds fromthe sale of our common stock by the Selling Securityholder. Prior to the date of the prospectus and this prospectus supplement, wereceived (i) proceeds of $1,710,000 in connection with our sale and issuance to Yorkville on January 27, 2026 of a convertiblepromissory note in the aggregate principal amount of $1,900,000 as a pre-paid advance under the SEPA and (ii) proceeds of$9,000,000 from the issuance and sale by us to Yorkville of the YA Debenture; and we may receive proceeds from sales of commonstock that we may elect to make to Yorkville pursuant to the SEPA, if any, from time to time after the date of the prospectus and thisprospectus supplement. The net proceeds from sales, if any, under the SEPA, will depend on the frequency and prices at which we sellshares of common stock to Yorkville after the date of the prospectus and this prospectus supplement. See “PROSPECTUSSUMMARY - The Standby Equity Purchase Agreement” on page 4 of the prospectus for a description of the SEPA and YA Debentureand “SELLING SECURITYHOLDER” on page 109 of the prospectus for additional information regarding the Selling Securityholder. The Selling Securityholder may sell or otherwise dispose of the common stock described in the prospectus and this prospectussupplement in a number of different ways and at varying prices. Yorkville is an “underwriter” within the meaning of Section 2(a)(11)of the Securities Act of 1933, as amended (the “Securities Act”), only with respect to advances under the SEPA (“Advances”), andany profits on the sales of shares of our common stock by Yorkville acquired under the SEPA and any discounts, commissions, orconcessions received by Yorkville are deemed to be underwriting discounts and commissions under the Securities Act. If anyunderwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee,commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, inany applicable prospectus supplement. Yorkville is not an “underwriter” within the meaning of Section 2(a)(11) of the Securities Actwith respect to the shares of our common stock issuable to Yorkville upon conversion by Yorkville of the YA Debenture. We will paythe expenses incurred in registering under the Securities Act the offer and sale of the shares of the common stock to which theprospectus and this prospectus supplement relate by the Selling Securityholder, including our legal and accounting fees. See “Plan ofDistribution” on page 124 of the prospectus for more information. No securities may be sold without delivery of the prospectus andthis prospectus supplement and any applicable prospectus supplement describing the method and terms of the offering of suchsecurities. You should carefully read the prospectus and this prospectus supplement and any applicable prospectus supplement beforeyou invest in our securities. We engaged Northland Capital Markets (“Northland”) as our