SunPower Inc美股招股说明书(2026-08-04版)

Up to 45,571,137 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the“Selling Securityholders”) of up to 45,571,137 shares of our common stock, par value $0.0001 per share (the “common stock”), consisting of (i)19,300,991 shares of common stock (the “Exchange Shares”) issued by us pursuant to separately- and privately-negotiated agreements (the“Exchange Agreements”) with certain holders of our 12.0% Convertible Senior Notes due 2029 (the “12.0% Notes”), 10.0% Convertible SeniorSecured Notes due 2029 (the “10.0% Notes”) and 7.0% Convertible Senior Notes due 2029 (the “7.0% Notes” and together with the 12.0% Notes andthe 10.0% Notes, collectively, the “Notes”) in exchange for approximately $10.7 million of cash interest otherwise payable on July 1, 2026, October 1,2026 and January 1, 2027, and (ii) 26,270,146 shares of common stock (the “FPA Shares”) issued or issuable by us pursuant to the terms of separately-and privately-negotiated OTC Equity Prepaid Forward Transaction Settlement Agreements (the “FPA Settlement Agreements”) and related ForwardPurchase Agreements. The Exchange Shares were issued by us to the Selling Securityholders pursuant to the Exchange Agreements on July 1, 2026. Atotal of 17,900,462 FPA Shares were issued by us to the Selling Securityholders pursuant to FPA Settlement Agreements, and up to an additional8,369,684 FPA Shares are issuable pursuant to the FPA Settlement Agreements. See “Prospectus Summary” below for a description of the Exchange Agreements, the Notes, and the FPA Settlement Agreements and related ForwardPurchase Agreements and “Selling Securityholders” for additional information regarding the Selling Securityholders. 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 SellingSecurityholders. The Selling Securityholders may sell or otherwise dispose of the shares of common stock described in this prospectus in a number of different waysand at varying prices. See “Plan of Distribution” for more information about how the Selling Securityholders may sell or otherwise dispose of theshares of common stock being registered pursuant to this prospectus. None of the Selling Securityholders are an “underwriter” with respect to thesecurities registered hereunder within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. The Selling Securityholders will pay all brokerage fees and commissions and similar expenses attributable to the sales of its common stock. We willpay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares of common stock offered hereby,including legal and accounting fees. See “Plan of Distribution.” Shares of our common stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SPWR”. On August 3, 2026, the closing price ofour common stock was $0.303. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced publiccompany reporting requirements. 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 9 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, orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated August 4, 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” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by themdescribed in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them describedin this prospectus. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other thanthose contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to whichwe have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where theof