false
--12-29
0001838987
0001838987
2025-10-16
2025-10-16
0001838987
SPWRW:CommonStockParValue0.0001PerShareMember
2025-10-16
2025-10-16
0001838987
SPWRW:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2025-10-16
2025-10-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 16, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On October 16, 2025, SunPower
Inc. (the “Company”) filed with the Secretary of State of Delaware a Certificate of Amendment to its Certificate of
Incorporation (the “Certificate of Amendment”) to change its corporate name from Complete Solaria, Inc. to SunPower
Inc. (the “Name Change”). The Name Change was effective as of 4:30 PM Eastern Time on October 17, 2025. Pursuant to
Delaware law, a stockholder vote was not necessary to effectuate the Name Change. A copy of the Certificate of Amendment is attached as
Exhibit 3.1 hereto and is incorporated herein by reference.
In connection with the Name
Change, the Company’s board of directors also amended and restated the Company’s Amended and Restated Bylaws to reflect the
Name Change (as amended and restated, the “Second Amended and Restated Bylaws”). No other changes were made to the
bylaws. A copy of the Second Amended and Restated Bylaws reflecting the Name Change is attached as Exhibit 3.2 hereto and is incorporated
herein by reference.
The Company’s common
stock (the “Common Stock”) will continue to trade on the Nasdaq Global Market under the symbol “SPWR”,
and the Company’s warrants (the “Warrants”) will continue to trade on the Nasdaq Capital Market under the symbol
“SPWRW”, and no change will be made to the CUSIP number for the Common Stock or the Warrants, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation of SunPower Inc. |
| 3.2 |
|
Second Amended and Restated Bylaws of SunPower Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the 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: October 22, 2025 |
|
| |
|
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |