SunPower Inc美股招股说明书(2026-07-01版)

18,805,310 Shares of Common Stock Up to 36,283,183 Shares of Common Stock Issuable Upon Conversion of Convertible Notes This prospectus supplement supplements the prospectus dated June 1, 2026 (as amended or supplemented, the “prospectus”), whichforms a part of our registration statement on Form S-1 (No. 333-296205). This prospectus supplement is being filed to update andsupplement the information in the prospectus with the information contained in Item 1.01, Item 3.01 and Exhibit 10.1 of Item 9.01 (the“Supplemental Information”) of our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1,2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement with respect to theSupplemental Information, and the information contained in Item 7.01 of the Current Report is expressly excluded from this The prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named inthe prospectus and this prospectus supplement or their permitted transferees, donees, pledgees and other successors-in-interest(collectively, the “Selling Securityholders”) of up to 55,088,493 shares of our common stock, par value $0.0001 per share (the“common stock”), consisting of (i) up to 36,283,183 shares of common stock (the “Conversion Shares”) issuable upon conversion ofour 10.0% convertible senior secured notes due 2029 (the “10.0% Notes”); and (ii) 18,805,310 shares of common stock (the“Exchange Shares”and,together with the Conversion Shares,the“Offered Securities”)issued by us to certain Selling See“Prospectus Summary”below for a description of the 10.0%Notes and the Exchange Agreements and“SELLINGSECURITYHOLDERS” on page 100 of the prospectus for additional information regarding the Selling Securityholders. We are not selling any securities under the prospectus and this prospectus supplement and will not receive any of the proceeds fromthe sale of our common stock by the Selling Securityholders. The Selling Securityholders may sell or otherwise dispose of the shares of common stock described in the prospectus and thisprospectus supplement in a number of different ways and at varying prices. See “Plan of Distribution” for more information abouthow the Selling Securityholders may sell or otherwise dispose of the shares of common stock being registered pursuant to theprospectus and this prospectus supplement. None of the Selling Securityholders are an “underwriter” with respect to the securities The Selling Securityholders will pay all brokerage fees and commissions and similar expenses attributable to the sales of its commonstock. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares ofcommon stock offered hereby, including legal and accounting fees. See “Plan of Distribution.” Shares of our common stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SPWR”. On June 22, 2026, theclosing price of our common stock was $0.6873. This prospectus supplement should be read in conjunction with the prospectus, including any amendments or supplements thereto,which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus,including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus,including any amendments or supplements thereto. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreducedpublic company reporting requirements.The prospectus and this prospectus supplement comply with therequirements that apply to an issuer that is an emerging growth company. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” beginning on page 8 of the prospectus, and under similar headings in any amendments orsupplements to the prospectus and this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or passed upon the accuracy or adequacy of the prospectus and this prospectus supplement. Any representation tothe contrary is a criminal offense. Prospectus Supplement dated July 1, 2026 Not Applicable(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 registrantunder 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 240.14