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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 23, 2025

 

SunPower Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-40117   93-2279786
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

45700 Northport Loop East, Fremont, CA   94538
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (510) 270-2507

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   SPWR   The Nasdaq Global Market
         
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   SPWRW   The Nasdaq Capital Market

 

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).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Introductory Note

 

On September 26, 2025, SunPower Inc. (f/k/a/ Complete Solaria, Inc.) (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission that disclosed the closing of the acquisition contemplated by the Membership Interest Purchase Agreement (the “MIPA”) dated September 21, 2025 among the Company, Complete Solar, Inc., a Delaware corporation and a subsidiary of the Company (the “Buyer”), Sunder Energy LLC, a Delaware limited liability company (“Sunder”), and Chicken Parm Pizza LLC, a Delaware limited liability company, and the sole member of Sunder (the “Member”). The MIPA provided for the acquisition by the Buyer of all of the equity interests of Sunder from the Member. The transactions under the MIPA closed on September 24, 2025 (the “Closing”), and upon the Closing, the Company completed the acquisition of Sunder and Sunder became a wholly-owned subsidiary of the Buyer.

 

This Current Report on Form 8-K/A amends the Original Report to include the financial statements required to be filed under Item 9.01(a) of Current Report on Form 8-K and the pro forma financial information required to be filed under Item 9.01(b) of Current Report on Form 8-K. Except as provided herein, the disclosures made in the Original Report remain unchanged.

 

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Item 9.01. Financial Statements and Exhibits

 

(a) Financial Statements of Businesses Acquired

 

(i) Sunder’s audited financial statements, comprising the balance sheets as of December 31, 2024 and 2023, and the related statements of operations, statement of changes in member’s deficit, and statements of cash flows for each of the years then ended, and the related notes to the financial statements, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

 

(ii) Sunder’s unaudited financial statements, comprising the balance sheets as of June 30, 2025 and December 31 2024, and the related statements of operations, statements of changes in member’s deficit, and statements of cash flows for the six months ended June 30, 2025 and 2024, and the related notes to the financial statements, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

 

(b) Pro Forma Financial Information

 

The unaudited pro forma combined financial information required by Item 9.01 of Current Report on Form 8-K, giving effect to the closing of the MIPA and the acquisition of Sunder, is attached as Exhibit 99.3 to this Current Report on Form 8-K/A.

 

(d) Exhibits

 

Exhibit No.   Description
23.1   Consent of BDO USA, P.C.
99.1   Audited financial statements of Sunder Energy LLC as of December 31, 2024 and 2023, comprising the balance sheets as of December 31, 2024 and 2023 and the related statements of operations, statements of changes in member’s deficit, and statements of cash flows for each of the years then ended, and the related notes to such financial statements.
99.2   Unaudited financial statement of Sunder Energy LLC, comprising the balance sheets as of June 30, 2025 and December 31, 2024 and the related statements of operations, statements of changes in member’s deficit and statements of cash flows for the six months ended June 30, 2025 and 2024, and the related notes to the financial statements.
99.3   Unaudited pro forma combined financial statements of SunPower Inc. and Sunder Energy LLC.
104   Cover Page Interactive Data File (embedded within Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SunPower Inc.
   
Dated: January 9, 2026 By: /s/ Thurman J. Rodgers
    Thurman J. Rodgers
    Chief Executive Officer

 

 

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