[8-K] Complete Solaria, Inc. Reports Material Event

Rhea-AI Filing Summary

SunPower Inc. (SPWR) reported that it completed the acquisition of all membership interests of Ambia Energy, LLC on November 21, 2025. SunPower paid the seller with 10,243,924 shares of its common stock at closing and agreed to issue an additional $9.375 million in shares on the six-month anniversary and another $9.375 million in shares on the 12-month anniversary of closing, subject to stockholder approval under Nasdaq rules.

The number of these future shares will be based on a 20-day volume‑weighted average price of SPWR stock, capped at $2.8102 per share and floored at $1.4988 per share, and can be adjusted for working capital and indemnity claims. SunPower agreed to register both the closing and post‑closing consideration shares for resale under the Securities Act after filing required Ambia financial statements and pro forma information. The shares are being issued in a private transaction relying on the Section 4(a)(2) exemption and are not registered at issuance.

Insights

Equity capital markets analyst

SunPower is using stock, not cash, to acquire Ambia, with additional contingent share issuance.

SunPower Inc. acquired all membership interests of Ambia Energy, LLC by issuing 10,243,924 common shares at closing. It also committed to issue an extra $9.375 million in stock on each of the six‑ and 12‑month anniversaries of the November 21, 2025 closing, subject to stockholder approval under Nasdaq rules. This structure shifts consideration from cash to equity, which can affect existing shareholders through dilution rather than impacting cash balances.

The post‑closing share amounts will be set using a 20‑day VWAP, with a maximum price of $2.8102 and a minimum of $1.4988 per share, so the actual shares issued will move inversely with the trading price within that band. The agreement allows working capital and balance sheet adjustments and offsets for indemnifiable damages to be taken against these future share issuances, tying part of the consideration to Ambia’s delivered financial position and any post‑closing claims.

The consideration shares are being issued in a private transaction under Section 4(a)(2), and SunPower has agreed to register both the closing and post‑closing shares for resale under the Securities Act after it files required Ambia financial statements and pro forma data. Actual market impact will depend on future SPWR trading prices, the degree of any indemnity setoffs, and how quickly the registered holders choose to resell once the resale registration is effective.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Complete Solaria, Inc.

(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. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2025, SunPower Inc., a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with 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 Company, Ambia and the Member completed the closing under the Membership Interest Purchase Agreement (the “Closing”) on November 21, 2025. At the Closing, the Company acquired all of the outstanding membership interests of Ambia from the Member for: (a) 10,243,924 shares (the “Closing Consideration Shares”) of common stock of the Company, $0.0001 par value per share (the “Common Stock”), issued at the Closing to the Member; and (b) the agreement to issue an additional $9.375 million of shares of Common Stock on the six-month anniversary of the Closing and an additional $9.375 million of shares of Common Stock on the 12-month anniversary of the Closing (such additional shares of Common Stock, the “Post-Closing Consideration Shares”). The issuance of the Post-Closing Consideration Shares is subject to approval by the Company’s stockholders following the Closing in accordance with the rules and regulations of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635(a)).

The actual number of Post-Closing Consideration Shares issuable by the Company on the six- and 12-month anniversaries of the Closing will be determined based on the 20-day trailing volume-weighted average price of the Common Stock after market close on the business day immediate prior to the issuance date of the applicable shares (the “VWAP Value”); provided that the VWAP Value for the calculation of the actual number of Post-Closing Consideration Shares issuable by the Company will not be more than $2.8102 per share or less than $1.4988 per share. Additionally, the number of Post-Closing Consideration Shares issuable by the Company is subject to adjustment pursuant to customary working capital and balance sheet adjustment terms and subject to offset for certain indemnifiable damages in accordance with the Membership Interest Purchase Agreement. Pursuant to the terms and conditions of the Membership Interest Purchase Agreement, the Company agreed to register the Closing Consideration Shares and the Post-Closing Consideration Shares for resale to the public under the Securities Act of 1933, as amended (the “Securities Act”), no later than 10 calendar days after the date on which the Company files an amendment to this Current Report on Form 8-K to file the required financial statements pursuant to Item 9.01(a) and Item 9.01(b) of Form 8-K with respect to the Company’s acquisition of Ambia.

The Membership Interest Purchase Agreement includes customary representations and warranties, covenants, and indemnities, in each case under the circumstances and subject to certain limitations set forth in the Membership Interest Purchase Agreement. The indemnification obligations under the Membership Interest Purchase Agreement are subject to customary baskets and caps. The Company’s primary source of recovery for indemnifiable damages is set off of such damages against the Post-Closing Consideration Shares issuable by the Company following Closing.

The foregoing summary of the Membership Interest Purchase Agreement is not complete, and it is qualified in its entirety by reference to the full text of the Membership Interest Purchase Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Closing Consideration Shares issued pursuant to the Membership Interest Purchase Agreement, and the Post-Closing Consideration Shares to be issued pursuant to the Membership Interest Purchase Agreement, will not be registered under the Securities Act or any state securities laws, and such securities will be issued to the Member in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same. The Closing Consideration Shares and the Post-Closing Consideration Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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Item 7.01. Regulation FD Disclosure.

On November 24, 2025, the Company issued a press release regarding the Membership Interest Purchase Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired

The financial statements required by this item are not available at this time and will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information

The pro forma financial information required by this item are not available at this time and will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit Number		Description
10.1		Membership Interest Purchase Agreement, dated November 21, 2025, by and among SunPower Inc., Ambia Energy, LLC and Ambia Holdings, Inc.+*
99.1		Press Release dated November 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

* Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

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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.

Dated: November 24, 2025	SUNPOWER INC.
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

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FAQ

What transaction did SunPower Inc. (SPWR) announce involving Ambia Energy, LLC?

SunPower Inc. completed the acquisition of all outstanding membership interests of Ambia Energy, LLC on November 21, 2025 under a Membership Interest Purchase Agreement.

How much stock did SunPower issue at closing to acquire Ambia Energy?

At closing, SunPower issued 10,243,924 shares of its common stock (the Closing Consideration Shares) to the sole member of Ambia as consideration.

What additional stock consideration may SunPower issue after the Ambia acquisition?

SunPower agreed to issue an additional $9.375 million in common stock on the six‑month anniversary of closing and another $9.375 million in common stock on the 12‑month anniversary, as Post‑Closing Consideration Shares.

How will the number of SunPower Post-Closing Consideration Shares be calculated?

The number of Post‑Closing Consideration Shares will be based on the 20‑day trailing volume‑weighted average price of SunPower’s common stock, using a price no higher than $2.8102 per share and no lower than $1.4988 per share, with adjustments for working capital and potential indemnifiable damages.

Are the SunPower shares for the Ambia acquisition registered under the Securities Act?

The Closing Consideration Shares and Post‑Closing Consideration Shares are not registered under the Securities Act and are being issued in reliance on the Section 4(a)(2) exemption for private offerings.

Will SunPower register the Ambia acquisition shares for resale?

SunPower agreed to register both the Closing Consideration Shares and the Post‑Closing Consideration Shares for resale to the public under the Securities Act, within a period tied to filing required Ambia financial statements and pro forma information.

What additional disclosures will SunPower provide about the Ambia acquisition?

SunPower plans to file Ambia’s financial statements and related pro forma financial information in an amendment no later than 71 days after the date the current report is required to be filed.