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SunPower Inc美股招股说明书(2026-08-10版)

2026-08-10 美股招股说明书 dede
报告封面

PROSPECTUS SUPPLEMENT NO. 4(To the Prospectus dated June 1, 2026) SUNPOWER INC. Up to 48,521,163 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. 333-292713). This prospectus supplement is being filed to update andsupplement the information in the prospectus with the information contained in our Current Report on Form 8-K filed with theSecurities and Exchange Commission on August 10, 2026 (the “Current Report” and such information, the “SupplementalInformation”). Accordingly, we have attached the Current Report to this prospectus supplement with respect to the SupplementalInformation. 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 (the “Offered Securities”) that we may elect, in our sole discretion, to issue and sell to White Lion from time to timeduring the White Lion Commitment Period (as defined in the Prospectus) subject to and pursuant to the terms and conditions of theWhite Lion Purchase Agreement (assuming the shares to be issued are sold at a price of $1.00 per share). See “The White LionTransaction” for a description of the White Lion Purchase Agreement and “Selling Securityholder” for additional informationregarding White Lion. The actual number of Offered Securities issuable to White Lion will vary depending on the then-current market price of shares of ourcommon stock sold to the Selling Securityholder under the White Lion Purchase Agreement and are subject to the further limitationsset 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 $48.5 million from the saleof the Offered Securities to the Selling Securityholder pursuant to the White Lion Purchase Agreement after the date 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 PurchaseAgreement may be less than this amount depending on the number of shares of our common stock sold and the price at which theshares of our common stock are sold. The Selling Securityholder may sell or otherwise dispose of the shares of common stock described in the prospectus and thisprospectus supplement in a number of different ways and at varying prices. See “Plan of Distribution” for more information abouthow the Selling Securityholder may sell or otherwise dispose of the shares of common stock being registered pursuant to theprospectus and this prospectus supplement. The Selling Securityholder is an “underwriter” within the meaning of Section 2(a)(11) ofthe 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 commonstock. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares ofcommon 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 7, 2026, theclosing price of our common stock was $0.2675. 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 withreducedpublic company reporti