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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):
November 21, 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 November 24, 2025, SunPower
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 November 21, 2025 among the Company, Ambia Energy, LLC, a Utah limited liability company (“Ambia”),
and Ambia Holdings, Inc., a Delaware corporation and the sole member of Ambia (the “Member”). The MIPA provided for
the acquisition by the Company of all of the equity interests of Ambia from the Member. The transactions under the MIPA closed on November
21, 2025 (the “Closing”), and upon the Closing, Ambia became a wholly-owned subsidiary of the Company.
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, in each case relating
to Ambia. Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
(i) Ambia’s
audited financial statements, comprising the balance sheet as of December 31, 2024 and the related statement of operations and
member’s deficit, and statement of cash flows for the year 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) Ambia’s unaudited financial statements, comprising
the consolidated balance sheets as of September 30, 2025 and December 31, 2024, and the related statements of operations and member’s
deficit, and statements of cash flows for the nine months ended September 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 Ambia, is attached as Exhibit
99.3 to this Current Report on Form 8-K/A.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Tanner LLP |
| 99.1 |
|
Audited
financial statements of Ambia Energy, LLC comprising the balance sheet as of December 31, 2024, and the related statement of
operations and member’s deficit, and statement of cash flows for the year then ended, and the related notes to such financial
statements. |
| 99.2 |
|
Unaudited financial statements of Ambia Energy, LLC, comprising the balance sheets as of September 30, 2025 and December 31, 2024, and the related statements of operations and member’s deficit, and statements of cash flows for the nine months ended September 30, 2025 and 2024, and the related notes to the financial statements. |
| 99.3 |
|
Unaudited pro forma combined financial statements of SunPower Inc. and Ambia Energy, LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within Inline XBRL document). |
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 12, 2026 |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
