SunPower (NASDAQ: SPWR) files 8-K/A with Sunder acquisition data

Rhea-AI Filing Summary

SunPower Inc. filed an amended Form 8-K/A to update its earlier report on the acquisition of Sunder Energy LLC. The amendment follows the closing of the Membership Interest Purchase Agreement under which a SunPower subsidiary acquired all equity interests of Sunder, making Sunder a wholly owned subsidiary. The transaction under the agreement closed on September 24, 2025.

The amendment primarily adds detailed financial information for the acquired business. It includes Sunder’s audited financial statements for the years ended December 31, 2024 and 2023, unaudited interim financials for the six months ended June 30, 2025 and 2024, and unaudited pro forma combined financial statements for SunPower and Sunder, all filed as exhibits and incorporated by reference.

true 0001838987 0001838987 2025-09-23 2025-09-23 0001838987 SPWR:CommonStockParValue0.0001PerShareMember 2025-09-23 2025-09-23 0001838987 SPWR:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-09-23 2025-09-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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.

1

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).

2

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

3

FAQ

What does SunPower (SPWR) report in this Form 8-K/A amendment?

The company filed an amended Form 8-K/A to supplement its earlier disclosure about acquiring Sunder Energy LLC. This amendment adds Sunder’s audited and unaudited financial statements and unaudited pro forma combined financial information as required under Item 9.01.

What acquisition involving SunPower (SPWR) is discussed here?

The filing relates to SunPower’s acquisition of Sunder Energy LLC under a Membership Interest Purchase Agreement. A SunPower subsidiary purchased all equity interests of Sunder, and at closing on September 24, 2025, Sunder became a wholly owned subsidiary.

Which Sunder Energy financial statements are included as exhibits?

The amendment includes Sunder’s audited financial statements as of December 31, 2024 and 2023 with related statements of operations, changes in member’s deficit, and cash flows, and unaudited financial statements as of June 30, 2025 and December 31, 2024 for the six-month periods ended June 30, 2025 and 2024, all with accompanying notes.

Does SunPower provide pro forma financial information for the Sunder acquisition?

Yes. The amendment files unaudited pro forma combined financial statements of SunPower Inc. and Sunder Energy LLC as Exhibit 99.3, giving effect to the closing of the Membership Interest Purchase Agreement and the completed acquisition.

Which key exhibits are attached to this SunPower 8-K/A?

Key exhibits include a consent of BDO USA, P.C. (Exhibit 23.1), audited Sunder financial statements (Exhibit 99.1), unaudited Sunder interim financials (Exhibit 99.2), unaudited pro forma combined financials (Exhibit 99.3), and the cover page Inline XBRL data file (Exhibit 104).

Did the SunPower 8-K/A change the previously reported terms of the Sunder deal?

No. The amendment states that, except for the added financial statements and pro forma information, the disclosures in the original report remain unchanged. It primarily fulfills the requirement to file acquired business financials under Item 9.01.