UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☐ Form 10-K
☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q
☐ Form 10-D
☐ Form N-SAR ☐ Form
N-CSR |
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For Period Ended: September 28, 2025 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
SunPower Inc.
(Full name of registrant)
Complete Solaria,
Inc.
(Former name if applicable)
45700 Northport Loop
(Address of principal executive office (street
and number))
Fremont, CA 94538
(City, state and zip code)
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense; |
| (b) |
The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report
on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) |
The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant is unable to file, without unreasonable effort and expense,
its Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 because of a delay in compiling and processing certain information
for inclusion in such Quarterly Report on Form 10-Q. The registrant expects to file such Quarterly Report on Form 10-Q on or before the
5th calendar day following the report’s prescribed due date.
(Attach Extra Sheets if Needed)
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person
to contact in regard to this notification |
Jeanne Nguyen |
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(877) |
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299-4943 |
| (Name) |
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(Area Code) |
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(Telephone Number) |
| (2) | Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes ☒ No ☐ |
| (3) | Is it anticipated that any significant
change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof? Yes ☒
No ☐ |
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
See Schedule A
Complete Solaria, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 12, 2025 |
By |
/s/ Jeanne Nguyen |
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Jeanne Nguyen, Chief Financial Officer |
Schedule A
Expected significant changes in results of operations
of the registrant based on its preliminary, unaudited results of operations include the following:
| ● | Revenues
for the thirteen weeks ended September 28, 2025 was $70.005 million compared to $5.536 million
for the thirteen weeks ended September 29, 2024. |
| ● | Cost
of revenues for the thirteen weeks ended September 28, 2025 was $37.965 million compared
to $8.693 million for the thirteen weeks ended September 29, 2024. |
| ● | Total
operating expenses for the thirteen weeks ended September 28, 2025 was $34.384 million compared
to $26.813 million for the thirteen weeks ended September 29, 2024. |
| ● | Comprehensive
loss (net of tax) for the thirteen weeks ended September 28, 2025 was $(15.804) million compared
to $(77.958) million for the thirteen weeks ended September 29, 2024. |
Forward-Looking Statements
Certain statements in this Form 12b-25 may be considered
forward-looking statements, including statements with respect to the registrant’s expectations that it will file its Quarterly Report
on Form 10-Q on or before the extended deadline as a result of filing this Form 12b-25 and the registrant’s expectations with respect
to its results of operations for the thirteen-week period ended September 28, 2025. Forward-looking statements generally relate to future
events and can be identified by terminology such as “may,” “should,” “could,” “might,”
“plan,” “possible,” “strive,” “budget,” “expect,” “intend,” “will,”
“estimate,” “believe,” “predict,” “potential,” “pursue,” “aim,”
“goal,” “mission,” “anticipate” or “continue,” or the negatives of these terms or variations
of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause
actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements
are based upon estimates and assumptions that, while considered reasonable by the registrant and its management, are inherently uncertain.
Factors that may cause actual results to differ materially from current expectations include, but are not limited to the risks and uncertainties
set forth in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the
registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024 and the other documents
filed by the registrant from time to time with the Securities and Exchange Commission. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the registrant assumes no obligation
and does not intend to update or revise these forward-looking statements other than as required by applicable law. The registrant does
not give any assurance that it will achieve its expectations.
