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:
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).
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.
As reported in the Current
Reports on Form 8-K filed with the U.S. Securities and Exchange Commission on (i) November 24, 2025, as amended by a Current Report on
Form 8-K/A filed with the SEC on January 13, 2026, and (ii) September 26, 2025, as amended by a Current Report on Form 8-K/A filed with
the SEC on January 9, 2026 , SunPower Inc. (the “Company”) completed the closings of the acquisitions contemplated
by (i) the Membership Interest Purchase Agreement (the “Ambia 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 “Ambia Member”), and (ii) the Membership Interest Purchase Agreement (the “Sunder 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 “Sunder Member”). The Ambia MIPA provided for the acquisition
by the Company of all of the equity interests of Ambia from the Ambia Member. The transactions under the Ambia MIPA closed on November
21, 2025 (the “Ambia Closing”), and upon the Ambia Closing, Ambia became a wholly-owned subsidiary of the Company.
The Sunder MIPA provided for the acquisition by the Buyer of all of the equity interests of Sunder from the Sunder Member. The transactions
under the Sunder MIPA closed on September 24, 2025 (the “Sunder Closing”), and upon the Sunder 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 is being
filed to provide certain unaudited pro forma combined financial statements of the Company for the fiscal year ended December 28, 2025
so that such financial statements are available to be incorporated into any future registration statements (or amendments thereto). A
pro forma balance sheet is not presented as of the fiscal year ended December 28, 2025, as the Company’s most recent balance sheet
already reflects these transactions. This Current Report on Form 8-K should be read in connection with the Company’s November 24,
2025 and September 26, 2025 filings referenced above, as well as the amendments thereto, which together provide a more complete description
of these transactions.
The unaudited pro forma combined
financial information, giving effect to the closing of the Sunder MIPA and the Ambia MIPA and the acquisition of Ambia and Sunder, is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Exhibit 99.1
UNAUDITED PRO FORMA
COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined statement
of operations is derived from the historical consolidated financial statements of SunPower Inc. and Subsidiaries (the “Company”,
“SunPower”), the historical financial statements of Sunder Energy, LLC (“Sunder”) and the historical financial
statements of Ambia Energy LLC (“Ambia”) and reflects (1) the acquisition of Ambia which closed on November 21, 2025 (the
“Ambia Acquisition”), (2) the acquisition of Sunder which closed on September 24, 2025 (the “Sunder Acquisition”
and collectively with the Ambia Acquisition and Sunder Acquisition “Acquisitions”) and (3) the financing of the Sunder Acquisition
(the “Financing”).
The unaudited pro forma combined financial information
related to the Acquisitions has been prepared by the Company using the acquisition method of accounting in accordance with GAAP. The Company
has been treated as the acquirer for accounting purposes and thus accounts for the Acquisitions as a business combination in accordance
with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The estimated fair
values of the assets acquired and liabilities assumed and the related purchase price allocation for both Ambia and Sunder are provisional
and have been made solely for the purpose of providing unaudited pro forma combined financial information.
The unaudited pro forma combined statements of
operations for the year ended December 28, 2025 combine the historical statements of operations of the Company, Sunder and Ambia on a
pro forma basis as if the Acquisitions and the Financing had been consummated on January 1, 2025, the beginning of the earliest period
presented. An unaudited combined balance sheet is not presented as the Acquisitions and the Financing have been reflected in the Company’s
balance as of March 29, 2026, included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2026
filed with the SEC on May 19, 2026.
The unaudited pro forma combined financial information
does not give effect to any cost savings, operating synergies or revenue synergies that may result from the Acquisitions.
The unaudited pro forma combined statement of
operations has been developed from and should be read in conjunction with:
| ● | the accompanying notes to the
Unaudited Pro Forma Combined Statement of Operations; |
| ● | the historical audited financial
statements of the Company for the fiscal year ended December 28, 2025 and the related notes in its Annual Report for such fiscal year; |
| ● | the audited financial statements
of Ambia as of and for the year ended December 31, 2024, and the unaudited financial statements of Ambia as of and for the nine months
ended September 30, 2025; and |
| ● | the audited financial statements
of Sunder as of and for the year ended December 31, 2024, and the unaudited financial statements of Sunder as of and for the six months
ended June 30, 2025. |
Assumptions and estimates underlying the unaudited
pro forma adjustments set forth in the unaudited pro forma combined statement of operations are described in the accompanying notes. The
unaudited pro forma combined statement of operations has been presented for illustrative purposes only and are not necessarily indicative
of the operating results and financial position that would have been achieved had the Acquisition and Financing occurred on the dates
indicated. Further, the unaudited pro forma combined financial statements do not purport to project the future operating results or financial
position of SunPower following the completion of the Acquisitions. The unaudited pro forma adjustments represent management’s estimates
based on information available as of the date of these unaudited pro forma combined financial statements and are subject to change as
additional information becomes available and analyses are performed.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 28, 2025
(In thousands, except shares and per share data)
| | |
| | |
Sunder
Energy LLC | | |
Ambia
Energy LLC | | |
| |
| | |
SunPower
Historical
Results of
Operations | | |
Historical
Results of
Operations (Note
2) | | |
Transaction
Adjustments
(Note 4) | | |
Pro
Forma
Results of
Operations | | |
Historical
Results of
Operations (Note
3) | | |
Reclassification
Adjustments
(Note 4) | | |
Transaction
Adjustments
(Note 4) | | |
Pro
Forma
Results of
Operations | | |
Combined
Pro Forma Results of
Operations | |
| Revenues | |
$ | 300,000 | | |
$ | 56,084 | | |
$ | - | | |
$ | 56,084 | | |
$ | 73,604 | | |
$ | - | | |
$ | - | | |
$ | 73,604 | | |
$ | 429,688 | |
| Cost
of revenues | |
| 170,788 | | |
| - | | |
| 300 | (C) | |
| 2,132 | | |
| 38,881 | | |
| - | | |
| - | | |
| 38,881 | | |
| 209,969 | |
| Gross
profit (loss) | |
| 129,212 | | |
| 56,084 | | |
| (300 | ) | |
| 53,952 | | |
| 34,723 | | |
| - | | |
| - | | |
| 34,723 | | |
| 219,719 | |
| Operating
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Sales
commissions | |
| 37,009 | | |
| 45,615 | | |
| - | | |
| 45,615 | | |
| 18,813 | | |
| - | | |
| - | | |
| 18,813 | | |
| 101,437 | |
| Sales
and marketing | |
| 29,030 | | |
| 1,251 | | |
| - | | |
| 1,251 | | |
| 128 | | |
| - | | |
| - | | |
| 128 | | |
| 30,409 | |
| General
and administrative | |
| 90,104 | | |
| 15,916 | | |
| 2,753 | (C) | |
| 18,669 | | |
| 13,979 | | |
| 1,975 | (H) | |
| 1,792 | (D) | |
| 17,746 | | |
| 126,519 | |
| Rent | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,338 | | |
| (1,338 | )(H) | |
| - | | |
| - | | |
| - | |
| Depreciation
and amortization | |
| - | | |
| - | | |
| - | | |
| - | | |
| 637 | | |
| (637 | )(H) | |
| - | | |
| - | | |
| - | |
| Total
operating expenses | |
| 156,143 | | |
| 62,782 | | |
| 2,753 | | |
| 65,535 | | |
| 34,895 | | |
| - | | |
| (1,792 | ) | |
| 36,687 | | |
| 258,365 | |
| Loss
from continuing operations | |
| (26,931 | ) | |
| (6,698 | ) | |
| (3,053 | ) | |
| (9,194 | ) | |
| (172 | ) | |
| - | | |
| - | | |
| (172 | ) | |
| (38,646 | ) |
| Interest
expense | |
| (25,095 | ) | |
| (246 | ) | |
| (2,658 | )(E) | |
| (2,904 | ) | |
| (1,286 | ) | |
| - | | |
| 1,286 | (F) | |
| 0 | | |
| (27,999 | ) |
| Interest
income | |
| 3 | | |
| 36 | | |
| - | | |
| 36 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 39 | |
| Other
income (expense), net | |
| 9,347 | | |
| 320 | | |
| - | | |
| 320 | | |
| 17 | | |
| - | | |
| - | | |
| 17 | | |
| 9,684 | |
| Total
other income (expense), net | |
| (15,745 | ) | |
| 110 | | |
| (2,658 | ) | |
| (2,548 | ) | |
| (1,269 | ) | |
| - | | |
| 1,286 | | |
| 17 | | |
| (18,276 | ) |
| Loss
from continuing operations before income taxes | |
| (42,676 | ) | |
| (6,588 | ) | |
| (5,711 | ) | |
| (12,299 | ) | |
| (1,441 | ) | |
| - | | |
| (506 | ) | |
| (1,947 | ) | |
| (56,922 | ) |
| Income
tax (provision) benefit | |
| (1,578 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,578 | ) |
| Net
loss from continuing operations | |
$ | (44,254 | ) | |
$ | (6,588 | ) | |
$ | (5,711 | ) | |
$ | (12,299 | ) | |
$ | (1,441 | ) | |
$ | - | | |
$ | (506 | ) | |
$ | (1,947 | ) | |
$ | (58,500 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net
loss from continuing operations per share attributable to common stockholders, basic and diluted | |
$ | (0.51 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | (0.56 | ) |
| Weighted
average shares used to compute net loss per share attributable to common stockholders, basic and diluted | |
| 87,108,928 | | |
| | | |
| 2,472,528 | (G) | |
| 2,472,528 | | |
| | | |
| | | |
| 15,150,086 | (I) | |
| 15,150,086 | | |
| 104,731,542 | |
The accompanying notes are an integral part
of these pro forma financial statements.
Notes to Unaudited Pro Forma Combined Financial
Statements
The unaudited pro forma combined financial information
was prepared in accordance with Article 11 of Regulation S-X, and presents the pro forma results of operations of the Company based on
the historical financial information of the Company, Sunder and Ambia after giving effect to the Acquisitions, the Financing, and reclassifications
as set forth in the notes to the unaudited pro forma combined financial information.
The unaudited pro forma combined financial information
does not reflect any management adjustments for expected effects of the Acquisitions.
The unaudited pro forma combined statements of
operations for the year ended December 28, 2025, combine the historical statements of operations of the Company, Sunder and Ambia on a
pro forma basis as if the Sunder and Ambia Acquisitions and the financing of the Sunder Acquisition had been consummated on January 1,
2025, the beginning of the earliest period presented.
Sunder Acquisition
On September 21, 2025, the Company entered into
a Membership Interest Purchase Agreement (“MIPA”) with Sunder Energy LLC (“Sunder” or “Sunder Acquisition”)
and the seller, Chicken Parm Pizza LLC (“Seller/Member”), the sole member of Sunder. The acquisition of Sunder was completed
in the Company’s third fiscal quarter on September 24, 2025, and the financial results of Sunder have been included in the Company’s
unaudited condensed consolidated financial statements since the date of acquisition.
Per the terms of the MIPA, the Company acquired
all of the outstanding membership interest of Sunder for (1) $20.7 million in cash, subject to certain working capital and other adjustments;
(2) a promissory note to the Member in the principal amount of $20.0 million (“Seller Note”); (3) and 10.0 million shares
of the Company’s common stock (valued at the closing share price on September 24, 2025, of $1.71 per share).
The total consideration is summarized as follows
(in thousands except share data):
| Consideration | |
| |
| Cash | |
$ | 20,689 | |
| Seller note | |
| 20,000 | |
| 3,333,334 shares of the Company’s common stock issued at Closing | |
| 5,700 | |
| Contingent consideration arrangement - up to 6,666,666 shares of the Company’s common stock to be issued | |
| 11,400 | |
| Fair value of total consideration transferred | |
$ | 57,789 | |
The fair values of assets acquired and liabilities
assumed are based upon a provisional valuation of the assets acquired and liabilities assumed, and the Company’s estimates and assumptions
are subject to change within the measurement period. Finalization of the fair values remains open for the components of working capital,
identification and valuation of intangibles and allocation of goodwill.
The following table summarizes the provisional
fair value of identifiable assets acquired and liabilities assumed (in thousands):
| Net assets acquired: | |
| |
| Accounts receivable | |
$ | 797 | |
| Prepaid expenses and other current assets | |
| 3,039 | |
| Property and equipment | |
| 241 | |
| Operating lease right-of-use assets | |
| 313 | |
| Other noncurrent assets | |
| 135 | |
| Intangibles | |
| 37,500 | |
| Contract liabilities | |
| (11,673 | ) |
| Accounts payable | |
| (203 | ) |
| Accrued expenses and other current liabilities | |
| (3,850 | ) |
| Operating lease liabilities | |
| (332 | ) |
| Fair value of net tangible assets acquired | |
| 25,967 | |
| Goodwill recognized | |
| 31,822 | |
| Consideration transferred | |
$ | 57,789 | |
Goodwill represents the excess of the estimated
consideration transferred over the fair value of the net tangible and intangible assets acquired that is associated with the excess cash
flows that the acquisition is expected to generate in the future.
Ambia Acquisition
On November 21, 2025, the Company entered into
a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with Ambia and Ambia Holdings, Inc.,
a Delaware corporation and the sole member of Ambia (“Ambia Holdings”). Ambia was the sole operating entity within Ambia Holdings.
The Company, Ambia and Ambia Holdings completed
the closing under the Membership Interest Purchase Agreement (the “Ambia Closing”) on November 21, 2025. At the Ambia Closing,
the Company acquired all of the outstanding membership interests of Ambia from Ambia Holdings for: (a) 10,243,924 shares (the “Ambia
Closing Consideration Shares”) of common stock of the Company, issued at the Ambia Closing to Ambia Holdings; and (b) the agreement
to issue an additional $9.375 million of shares of the Company’s common stock on each of the six-month anniversary of the Ambia
Closing and the 12-month anniversary of the Ambia Closing (such additional shares of common stock, the “Deferred Ambia Consideration
Shares”). The issuance of the Deferred Ambia 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 Deferred Ambia 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 Deferred Ambia 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 Deferred
Ambia 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.
The Company’s closing share price for its
common stock of $1.61 on November 21, 2025 was used to fair value the shares issued at the Ambia Closing.. The Fair value of contingent
consideration was $16,879 as of December 28, 2025. The total consideration is summarized as follows (in thousands):
| Consideration | |
| |
| 10,243,924 shares of the Company’s common stock issued at Ambia Closing | |
$ | 16,493 | |
| Deferred Ambia Consideration Shares | |
| 16,879 | |
| Fair value of total consideration | |
$ | 33,372 | |
| Provisional fair value of net assets acquired: | |
| |
| Cash and cash equivalents | |
$ | 1,350 | |
| Contract assets - unbilled | |
| 1,143 | |
| Accounts receivable | |
| 1,368 | |
| Prepaid expenses and other current assets | |
| 797 | |
| Property and equipment, net | |
| 2,230 | |
| Operating lease right-of-use assets | |
| 2,563 | |
| Other noncurrent assets | |
| 182 | |
| Intangibles | |
| 4,300 | |
| Contract liabilities | |
| (1,675 | ) |
| Accounts payable | |
| (2,806 | ) |
| Finance lease liabilities | |
| (1,269 | ) |
| Accrued expenses and other current liabilities | |
| (2,917 | ) |
| Operating lease liabilities, non-current | |
| (2,702 | ) |
| Fair value of net tangible assets acquired | |
| 2,564 | |
| Fair value of common stock issued | |
| 16,493 | |
| Fair value of Deferred Ambia Consideration Shares | |
| 16,879 | |
| Goodwill recognized | |
| 30,808 | |
| Consideration transferred | |
$ | 33,372 | |
Financing of the Acquisitions
Sunder Acquisition
The acquisition of Sunder was financed as follows:
(i) on September 21, 2025, the Company issued $22.0 million of 7% senior unsecured convertible notes (the “September 2025 Notes”),
(ii) at closing on September 24, 2025, the Company issued a $20.0 million note to the sellers of Sunder (the “Seller Note”)
and (iii) also at closing the Company agreed to issue 10.0 million shares of the Company’s stock which had a fair value of $17.1
million at the closing date of the Sunder acquisition.
The September 2025 Notes were issued pursuant
to an Indenture agreement with U.S. Bank Trust Company, National Association, as trustee (the “Indenture”). The September
2025 Notes issued under the Indenture bear interest at 7.0% per annum, and the interest is payable semiannually in arrears on January
1 and July 1 of each year beginning on January 1, 2025. The principal is payable in full at maturity on July 1, 2029. The September 2025
Notes are convertible into shares of the Company’s common stock at the option of the holder at a conversion rate of $2.14 per common
share. Holders of the September 2025 Notes may convert at any time. The September 2025 Notes may be declared due and payable at the option
of the holder upon an event of default and upon a qualifying change of control event.
The Seller Note has an original principal amount
of $20.0 million. The Seller Note bears interest at 7.0% per annum, compounded at the end of each calendar quarter. Interest is due and
payable concurrent with the payment of the principal balance. The maturity date under the Seller Note is the earlier of (i) May 15, 2026
and (ii) the date on which all amounts under the Seller Note otherwise become due and payable following an event of default. The Seller
Note must also be repaid in the event of a change of control of the Company or the sale of all or substantially all of the consolidated
assets of the Company and its subsidiaries. The Company concluded that since the sellers joined the Company and have a level of influence
that is not insignificant, they are related parties of the Company and therefore the Seller Note is a related party obligation.
The Sunder Acquisition was also financed through
the issuance of shares of the Company’s common stock. The Company agreed to issue 10.0 million shares of the Company’s common
stock (valued at the closing share price on September 24, 2025, of $1.71 per share). At closing the Company issued 3,333,334 shares of
the Company’s common stock and subject to approval of such issuances by the Company’s stockholders, the Company will issue
an additional 3,333,333 shares of the Company’s common stock to be issued on the 12-month anniversary of the Closing and (y) a further
3,333,333 shares of the Company’s common stock to be issued on the 18-month anniversary of the Closing (“Deferred Consideration
Shares”). In lieu of issuing the Deferred Consideration Shares, the Company, in its sole discretion, may elect to pay the Member
a cash payment equal to the number of Deferred Consideration Shares otherwise issuable by the Company multiplied by the volume-weighted
average price of the Company’s common stock as quoted on Nasdaq for the 30-trading day period ending two business days prior to
the date on which the applicable Deferred Consideration Shares were otherwise issuable (“Cash in Lieu Amount”). If the Company
elects to pay the Cash in Lieu Amount, 50% of the Cash in Lieu Amount will be paid on the three-month anniversary of the date on which
the applicable Deferred Consideration Shares were otherwise issuable, with the remaining 50% of the Cash in Lieu Amount payable on the
6 month anniversary of the date on which the applicable Deferred Consideration Shares were otherwise issuable. The shares of the Company’s
common stock were valued at $17.1 million at the date of acquisition. The transaction adjustments within the pro forma results of operations
for the year ended December 28, 2025 present the shares of common stock issuable in connection with the Sunder acquisition period.
Ambia Acquisition
The Ambia Acquisition was consummated through
the issuance of shares of the Company’s common stock. At the Ambia Closing the Company paid initial consideration through the issuance
of 10,243,924 shares of the Company’s common stock, a non-cash transaction. The Deferred Ambia Consideration Shares will also be
paid in shares of the Company’s common stock.
| 2. | Sunder Year to Date Results
through September 23, 2025 |
The historical pro forma results of Sunder for
the period January 1, 2025 through September 23, 2025 were derived from the unaudited financial statements for the six months ended June
30, 2025 and interim results of operations for the period from July 1, 2025 through September 23, 2025 as follows (in thousands):
| | |
Six Months
Ended
June 30,
2025 | | |
July 1, 2025
thru
September 23,
2025 | | |
Year to Date
Through
September 23,
2025 | |
| Revenues | |
$ | 40,012 | | |
$ | 16,072 | | |
$ | 56,084 | |
| Operating expenses | |
| | | |
| | | |
| | |
| Sales commissions | |
| 33,339 | | |
| 12,276 | | |
| 45,615 | |
| Sales and marketing | |
| 771 | | |
| 480 | | |
| 1,251 | |
| General and administrative | |
| 11,458 | | |
| 4,458 | | |
| 15,916 | |
| Total operating expenses | |
| 45,568 | | |
| 17,214 | | |
| 62,782 | |
| Loss from operations | |
| (5,556 | ) | |
| (1,142 | ) | |
| (6,698 | ) |
| Interest expense | |
| (168 | ) | |
| (78 | ) | |
| (246 | ) |
| Interest income | |
| 33 | | |
| 3 | | |
| 36 | |
| Other income (expense), net | |
| 10 | | |
| 310 | | |
| 320 | |
| Total other income (expense), net | |
| (125 | ) | |
| 235 | | |
| 110 | |
| Loss from before income taxes | |
| (5,681 | ) | |
| (907 | ) | |
| (6,588 | ) |
| Income tax (provision) benefit | |
| - | | |
| - | | |
| - | |
| Net loss | |
$ | (5,681 | ) | |
$ | (907 | ) | |
$ | (6,588 | ) |
| 3. | Ambia Year to Date results through November 20, 2025 |
The historical pro forma results of Ambia for
the period January 1, 2025 through November 20, 2025 were derived from the unaudited financial statements for the nine months ended September
30, 2025 and interim results of operations for the period from October 1, 2025 through November 20, 2025 as follows (in thousands):
| | |
Nine Months
Ended
September 30,
2025 | | |
Oct 1, 2025
thru
November 20,
2025 | | |
Year to Date
Through
November 20,
2025 | |
| Revenues | |
$ | 61,076 | | |
$ | 12,528 | | |
$ | 73,604 | |
| Cost of revenue | |
| 32,622 | | |
| 6,259 | | |
| 38,881 | |
| Gross Profit | |
| 28,454 | | |
| 6,269 | | |
| 34,723 | |
| Operating expenses | |
| | | |
| | | |
| | |
| Sales commissions | |
| 16,003 | | |
| 2,810 | | |
| 18,813 | |
| Sales and marketing | |
| - | | |
| 128 | | |
| 128 | |
| General and administrative | |
| 10,845 | | |
| 3,134 | | |
| 13,979 | |
| Rent | |
| 1,038 | | |
| 300 | | |
| 1,338 | |
| Depreciation and Amortization | |
| 495 | | |
| 142 | | |
| 637 | |
| Total operating expenses | |
| 28,381 | | |
| 6,514 | | |
| 34,895 | |
| Loss from operations | |
| 73 | | |
| (245 | ) | |
| (172 | ) |
| Interest expense | |
| (1,286 | ) | |
| - | | |
| (1,286 | ) |
| Interest income | |
| - | | |
| - | | |
| - | |
| Other income (expense), net | |
| 17 | | |
| - | | |
| 17 | |
| Total other income (expense), net | |
| (1,269 | ) | |
| - | | |
| (1,269 | ) |
| Loss from before income taxes | |
| (1,196 | ) | |
| (245 | ) | |
| (1,441 | ) |
| Income tax (provision) benefit | |
| - | | |
| - | | |
| - | |
| Net loss | |
$ | (1,196 | ) | |
$ | (245 | ) | |
$ | (1,441 | ) |
| 4. | Notes to the Unaudited Pro
Forma Combined Statements of Operations |
The pro forma adjustments included in the unaudited
pro forma combined statements of operations for the year ended December 28, 2025, are as follows:
| C. | As of the acquisition date, the
provisional components of Sunder intangibles acquired and their useful lives were as follows (in thousands): |
| | |
Estimated
useful life | |
Amount | |
| Customer related intangible | |
10 year | |
$ | 30,600 | |
| Trademark | |
10 years | |
| 6,100 | |
| Developed technology | |
2 years | |
| 800 | |
| Intangible assets acquired | |
| |
$ | 37,500 | |
Intangible assets are amortized on a
straight-line basis. This transaction adjustment reflects the pro forma amortization expense for the period from January 1, 2025 to September
23, 2025, the acquisition date. The components of the pro forma amortization expense are as noted below (in thousands):
| | |
Year-to-date
Through | |
| | |
September 23,
2025 | |
| Customer related intangible | |
$ | 2,295 | |
| Trademark | |
| 458 | |
| Developed technology | |
| 300 | |
| Total pro forma amortization expense | |
$ | 3,052 | |
| Classified within cost of revenues | |
$ | 300 | |
| Classified within general and administrative expense | |
| 2,752 | |
The above estimates of intangible assets’
fair values and useful lives are provisional and subject to change upon finalization of the fair values of the assets acquired.
| D. | As of the acquisition date, the
provisional components of Ambia intangibles acquired and their useful lives were as follows (in thousands): |
| | |
Estimated
useful life | |
Amount | |
| Customer related intangible | |
1 year | |
$ | 3,400 | |
| Trademark | |
1 year | |
| 900 | |
| Developed technology | |
| |
| | |
| Intangible assets acquired | |
| |
$ | 4,300 | |
Intangible assets are amortized on a
straight-line basis. This transaction adjustment reflects the pro forma amortization expense for the period from January 1, 2025 to November
20, 2025, the acquisition date. The components of the pro forma amortization expense are as noted below (in thousands):
| | |
Year-to-date
Through | |
| | |
November 20,
2025 | |
| Customer related intangible | |
$ | 967 | |
| Trademark | |
| 825 | |
| Total pro forma amortization expense | |
$ | 1,792 | |
| E. | Transaction adjustment reflects
(i) the impact of interest expense and amortization of debt issuance costs arising from the September 2025 Notes issued in connection
with the acquisition of Sunder, assuming the September 2025 Notes were issued on January 1, 2025 and (ii) the impact of interest expense
arising from the $20.0 million Seller Note issued in connection with the acquisition of Sunder, assuming the Seller Note was issued on
January 1, 2025. The components of pro forma interest and amortization of debt issuance costs are as follows (in thousands): |
| | |
Year-to-date
Through | |
| | |
September 23,
2025 | |
| September 2025 Notes | |
$ | 1,019 | |
| Seller Note | |
| 1,885 | |
| Total pro forma interest expense | |
$ | 2,904 | |
The transaction adjustment of $2.7 million
includes an accounting adjustment to eliminate the historical interest expense of $0.2 million, as Sunder was acquired in a debt free
transaction.
| F. | The transaction adjustment to
eliminate the historical interest expense, as Ambia was acquired in a debt free transaction. |
| G. | The pro forma results of operations
include 3,333,334 shares of the Company’s stock issued at the date of the Sunder Acquisition. As of December 28, 2025, the historical
weighted average shares outstanding included 860,806 shares issued in connection with the Sunder Acquisition. As such, incremental shares
of 2,472,528 shares included in the pro forma shares outstanding as of December 28, 2025 is net of the 860,806 shares included in the
historical weighted average shares outstanding. The 6,666,666 Deferred Consideration Shares were excluded from the computation of pro
forma net loss per share because issuance of such shares is contingent upon the satisfaction of certain conditions which are not satisfied
as of the period end for pro forma presentation purposes. |
| H. | To conform the financial statement
presentation for the Ambia Acquisition to the Company’s presentation within the Statements of Operations for the period December
28, 2025. |
| I. | The pro forma results of operations
include 15,150,086 shares of the Company’s stock issued at the date of the Ambia Acquisition and minimum value of variable shares
of Deferred Consideration - Ambia. As of December 28, 2025, the historical weighted average shares outstanding included 1,765,961 shares
issued in connection with the Ambia Acquisition. As such, incremental shares of 15,150,086 shares included in the pro forma shares outstanding
as of December 28, 2025 is net of the 1,765,961 shares included in the historical weighted average shares outstanding. |
