UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40117

SUNPOWER INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		93-2279786
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1403 N. Research Way, Orem UT 84097

(Address of Principal Executive Offices) (Zip Code)

(877) 299-4943

‎(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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	Nasdaq

Redeemable warrants, each whole warrant exercisable for one share of common stock	SPWRW	Nasdaq

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ‎Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), ‎and (2) has been subject to such filing requirements for the past 90 days‎ Yes ☐ No ☒

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted ‎pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ‎Registrant was required to submit such files).‎ Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller ‎reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller ‎reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.‎

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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.‎ ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of ‎the Act).‎‎ Yes ☐ No ☒

As of December 18, 2025, 107,621,272 shares of common stock, par value $0.0001 per share, were issued and outstanding.

EXPLANATORY NOTE

Overview

SunPower Inc. (“SunPower” or the “Company”) is filing this Amendment No. 1 on Form 10Q/A (the “Amended Report”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2025 originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2025, (the “Original Report”), in order to reflect the effects of the restatement of the financial statements included in the Original Report (the “Restatement”). This Amended Report includes the Company’s restated unaudited condensed consolidated financial statements as of and for the thirteen and thirty-nine week period ended September 28, 2025 to correct errors related to the recognition of revenues, cost of revenues, stock-based compensation expense and interest and amortization of debt discount expense, and the related balance sheet accounts including accounts receivable, net, inventories, accrued expenses and other current liabilities, notes payable, current, notes payable and derivative liabilities, net of current portion, notes payable and derivative liabilities with related parties, net of current portion and additional paid-in capital. The Company also identified payroll and amortization expense classification errors within cost of revenues and operating expenses, which did not have any impact on the Company’s net operating results but misstated the expense categories within the unaudited condensed consolidated statements of operations. In addition:

●

On May 18, 2026, the Company filed Amendment No. 1 to its Quarterly Report on Form 10Q/A for the quarterly period ended March 30, 2025, originally filed with the SEC on May 19, 2025, and

●

On May 19, 2026, the Company filed Amendment No. 1 to its Quarterly Report on Form 10Q/A for the quarterly period ended June 29, 2025 originally filed with the SEC on August 13, 2025 (collectively with this Amended Report, the “Amended Filings”).

The Amended Filings correct errors related to the recognition of revenues, cost of revenues, stock-based compensation expense and interest and amortization of debt discount expense, and the related balance sheet accounts including accounts receivable, net, inventories, accrued expenses and other current liabilities, current portion of notes payable, notes payable and derivative liabilities, net of current portion, notes payable and derivative liabilities with related parties, net of current portion and additional paid-in capital for the applicable periods of fiscal 2025 covered by such reports.

Restatement Background

As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on April 14, 2026, the Company identified material errors related to the recognition of revenue (and related cost of revenues, sales commissions, sales and marketing, and general and administrative expenses), and interest expense (collectively “Misstatements”). The Company has determined that these material errors were the result of its previously reported material weaknesses in its internal control over financial reporting related to the Company’s control activities, information and communication, and monitoring activities. These errors were not caused by any override of controls, misconduct, or fraud. The correction of the Misstatements impact the previously reported amounts of revenues, cost of revenues, interest expense and amortization of debt discount and issuance costs, inventory, net income per common share, and all related financial statement subtotals and totals. In addition to correcting the Misstatements, the Amended Filings also reflect adjustments to correct unrelated errors to other financial statement line items identified by the Company in prior periods which include, but are not limited to, adjustments to the reclassification of current and non-current debt obligations, reclassification of payroll expenses between cost of revenues and operating expenses, and the vesting of restricted stock units and related stock-based compensation expense.

Refer to Note 2 - Restatement of Previously Issued Unaudited Condensed Financial Statements in the Notes to Unaudited Condensed Consolidated Financial Statements - for more information related to the Restatement, including the impact on the Company’s Consolidated Financial Statements.

Internal Control Considerations

In connection with preparing this Amended Report, management has updated its evaluation of the effectiveness of its internal control over financial reporting as of September 28, 2025, as further described in Part I, Item 4. “Controls and Procedures” of this Amended Report. Consistent with the conclusion in Part II, Item 9A. “Controls and Procedures” of the Annual Report filed on April 14, 2026 on Form 10-K for the fiscal year ended December 28, 2025, management continued to conclude that its internal control over financial reporting and disclosure controls and procedures were not effective as of September 28, 2025 due to the previously identified material weaknesses in its internal control over financial reporting.

Items Amended in this Amended Report

This Amended Report amends and restates the sections of the Original Report listed below, with modifications as necessary to reflect the restatement.

●

Part I, Item 1. Financial Statements (Unaudited)

●

Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

●

Part I, Item 4. Controls and Procedures

●

Part II, Item 6. Exhibits

Except as described above, this Amended Report does not amend, update, or change any other disclosures in the Original Report. Among other things, except as related to the Restatement, forward looking statements made in the Original Report have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Report, and such forward looking statements should be read in their historical context. As such, this Amended Report speaks only as of the date the Original Report was filed, and the Company has not undertaken herein to amend, supplement, or update any information contained in the Original Report to give effect to any subsequent events. Accordingly, this Amended Report should be read in conjunction with the Original Report, and the Company’s other filings with the SEC subsequent to the Original Report (including, without limitation, in conjunction with the risk factors included in such subsequent SEC filings).

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.

SUNPOWER INC.

TABLE OF CONTENTS

		PAGES
	Special Note Regarding Forward-Looking Statements	ii

PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets (As Restated)	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (As Restated)	2
	Unaudited Condensed Consolidated Statements Stockholders’ Deficit (As Restated)	3
	Unaudited Condensed Consolidated Statements of Cash Flows (As Restated)	5
	Notes to Unaudited Condensed Consolidated Financial Statements (As Restated)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated)	47
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	64
Item 4.	Controls and Procedures	64

PART II. OTHER INFORMATION		67
Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	68
Signatures		69

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example and without limitation, statements about:

●

our direct and indirect exposure to companies in the solar and renewable energy industries that are facing financial difficulties and potential bankruptcies;

●

our ability to grow and manage growth profitably following the closing of the Business Combination and the acquisition of the SunPower Businesses;

●

disruptions in our supply chains and distribution channels, tariffs and trade barriers, export regulations, bank failures, geopolitical conflicts and other macroeconomic conditions on our business and operations, results of operations and financial position;

●

our ability to leverage our acquisition under the asset purchase agreement with SunPower and other acquisitions, including our ability to integrate acquired businesses, to fund and meet the liquidity needs of the acquired businesses, to retain key employees of the acquired businesses, to take advantage of growth opportunities and to realize the expected benefits of such acquisitions;

●

the potential impact of changes to and developments relating to the regulations and policies applicable to our business, customers and the industry;

●

changes in the availability of rebates, tax credits and other incentives;

●

changes impacting the demand for solar solutions from residential customers and small and medium-sized businesses, including changes resulting from the current political climate and also changes in the price of electricity from other sources, including traditional utilities;

●

changes in and the volatility of interest rates;

●

our financial and business performance following the Business Combination and the acquisition of the SunPower Businesses, including financial projections and business metrics, and our ability to manage our costs;

●

changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

●

our future capital requirements, the sufficiency of our cash, and sources and uses of cash, including cash required to service our current and future borrowings;

●

our ability to obtain funding for our operations and future growth, including in connection with the integration of our acquisitions, and our ability to raise capital and refinance our existing debt;

●

our ability to meet the expectations of new and current customers, and our ability to achieve market acceptance for our products and services, especially in light of the intense competition faced in our industry;

●

our expectations and forecasts with respect to market opportunity and market growth;

●

our expectations and plans relating to cost control efforts (including headcount management and potential reductions) and expectations with respect to when we achieve breakeven operating income;

●

the ability of our products and services to meet customers’ compliance and regulatory needs;

●

our ability to attract and retain qualified employees and management;

●

our ability to develop and maintain our brand and reputation, and our ability to maintain our relationships with key suppliers, installers and build partners;

●

developments and projections relating to our competitors and industry;

●

changes in general economic and financial conditions, inflationary pressures and the resulting impact demand, and our ability to plan for and respond to the impact of those changes;

●

our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and

●

our business, expansion plans and opportunities.

Actual events or results may differ from those expressed in forward-looking statements. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors referenced in section Item 1.A “Risk Factors” in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and we cannot predict all risks and uncertainties that could impact the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements in this Quarterly Report on Form 10-Q relate only to events as of the date the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments.

iii

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SUNPOWER INC.

Unaudited Condensed Consolidated Balance Sheets

(in thousands except share and per share amounts)

	September 28,			December 29,
	2025			2024
	(As Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	5,072		$	13,378
Accounts receivable, net		73,047			51,908
Inventories		8,570			22,110
Prepaid expenses and other current assets		19,740			8,206
Total current assets		106,429			95,602
Restricted cash		3,841			3,841
Property and equipment, net		3,670			5,493
Operating lease right-of-use assets		2,528			3,041
Intangible assets, net		38,956			17,385
Goodwill		42,275			18,476
Other noncurrent assets		1,085			628
Total assets	$	198,784		$	144,466

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	19,857		$	7,980
Accrued expenses and other current liabilities⁽¹⁾		57,250			56,081
Notes payable to related parties		21,500			1,500
Current portion of notes payable		2,786			—
Contract liabilities		13,261			10,003
SAFE Agreement with related party		497			384
Forward purchase agreement liabilities with related parties		—			1,274
Forward purchase agreement liabilities		4,301			2,220
Total current liabilities		119,452			79,442
Warranty provision, noncurrent		2,140			3,437
Warrant liability		4,683			1,561
Contract liabilities, noncurrent		1,713			918
Notes payable and derivative liabilities, net of current		139,454			92,638
Notes payable and derivative liabilities with related parties, net of current		34,799			53,193
Operating lease liabilities, net of current portion		1,335			2,263
Other long-term liabilities		12,869			8,553
Total liabilities		316,445			242,005

Commitments and contingencies (Note 13)

Stockholders’ (deficit):
Common stock, $0.0001 par value; Authorized 1,000,000,000 shares as of September 28, 2025, and December 29, 2024; issued and outstanding 88,714,258 and 73,784,645 shares as of September 28, 2025, and December 29, 2024, respectively.		14			14
Additional paid-in capital		329,754			313,661
Accumulated other comprehensive income		165			165
Accumulated deficit		(447,594	)		(411,379	)
Total stockholders’ (deficit)		(117,661	)		(97,539	)
Total liabilities and stockholders’ (deficit)	$	198,784		$	144,466

⁽¹⁾

Includes accrued interest due to related parties of $1.3 million and $2.2 million as of September 28, 2025, and December 29, 2024, respectively. Includes investor financing deposit of $2.0 million as of September 28, 2025.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUNPOWER INC.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands except share and per share amounts)

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28,			September 29,			September 28,			September 29,
	2025			2024			2025			2024
	(As Restated)						(As Restated)
Revenues	$	64,487		$	5,536		$	209,015		$	20,068
Cost of revenues⁽¹⁾		32,431			8,693			125,799			21,834
Gross profit (loss)		32,056			(3,157	)		83,216			(1,766	)
Operating expenses:
Sales commissions		8,170			7,270			24,909			11,691
Sales and marketing		5,819			1,093			21,505			3,762
General and administrative		19,663			18,450			51,045			29,789
Total operating expenses		33,652			26,813			97,459			45,242
Loss from continuing operations		(1,596	)		(29,970	)		(14,243	)		(47,008	)
Interest expense ⁽²⁾		(6,738	)		(2,338	)		(19,151	)		(8,230	)
Interest income		—			86			3			102
Other expense, net ⁽³⁾		(4,256	)		(65,684	)		(1,724	)		(66,234	)
Gain on troubled debt restructuring		—			19,948			—			19,948
Total other expense, net		(10,994	)		(47,988	)		(20,872	)		(54,414	)
Loss from continuing operations before income taxes		(12,590	)		(77,958	)		(35,115	)		(101,422	)
Income tax provision		—			—			—			(11	)
Net loss from continuing operations		(12,590	)		(77,958	)		(35,115	)		(101,433	)
Loss from discontinued operations, net of tax		(1,100	)		—			(1,100	)		(2,007	)
Net loss from discontinued operations, net of taxes		(1,100	)		—			(1,100	)		(2,007	)
Net loss		(13,690	)		(77,958	)		(36,215	)		(103,440	)
Other comprehensive income:
Foreign currency translation adjustment		—			—			—			22
Comprehensive loss (net of tax)	$	(13,690	)	$	(77,958	)	$	(36,215	)	$	(103,418	)
Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(0.15	)	$	(1.03	)	$	(0.43	)	$	(1.64	)
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted		(0.01	)		—			(0.01	)		(0.03	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.16	)	$	(1.03	)	$	(0.44	)	$	(1.67	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		84,593,644			75,348,627			81,993,090			61,868,747

⁽¹⁾

Cost of revenue with related party was $0.1 million and $0.4 million in the thirteen week periods ended September 28, 2025 and September 29, 2024, respectively. Cost of revenue with related party was $0.5 million in each of the thirteen and thirty-nine week periods ended September 29, 2024, respectively. Refer to Note 17 – Related Party Transactions for details.

⁽²⁾

Includes related party interest expense and amortization of debt issuance costs of $1.7 million and $1.5 million in the thirteen week periods ended September 28, 2025, and September 29, 2024, respectively. Includes related party interest expense and amortization of debt issuance costs of $4.5 million and $5.6 million in the thirty-nine weeks periods ended September 28, 2025, and September 29, 2024, respectively.

⁽³⁾	Includes the following related party transactions (in millions):

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
Loss on issuance of derivative liabilities	$	—		$	(3.0	)	$	—		$	(3.0	)
(Loss) gain on remeasurement of derivative liabilities (Note 10 – Borrowings and Derivative Liabilities)		(0.3	)		(22.8	)		1.8			(22.8	)
Gain (loss) due to change in fair value of Forward Purchase Agreements		—			2.8			0.1			1.8
Loss on conversion of SAFE Agreements to common stock		—			—			—			(1.3	)
Change in fair value of SAFE Agreement		(0.1	)		(0.9	)		(0.1	)		(0.9	)
(Loss) gain due to change in fair value of Carlyle warrants		—			—			—			2.9

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUNPOWER INC.

Unaudited Condensed Consolidated Statements of Stockholders’ Deficit

(in thousands except number of shares)

	Thirteen Weeks Ended September 28, 2025 (As Restated)
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Deficit
Balance as of June 29, 2025 (As Restated)		82,189,469	$	14	$	320,033	$	(433,904	)	$	165	$	(113,692	)
Exercise of common stock options		198,096		—		216		—			—		216
Stock-based compensation		—		—		2,123		—			—		2,123
Vesting of restricted stock units		1,993,359		—		—		—			—		—
Issuance of common stock		4,333,334		—		7,382		—			—		7,382
Net loss		—		—		—		(13,690	)		—		(13,690	)
Balance as of September 28, 2025 (As Restated)		88,714,258	$	14	$	329,754	$	(447,594	)	$	165	$	(117,661	)

	Thirteen Weeks Ended September 29, 2024
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Deficit
Balance as of June 30, 2024		63,044,287	$	13	$	288,259	$	(380,410	)	$	165	$	(91,973	)
Exercise of common stock options		282,966		—		432		—			—		432
Vesting of restricted stock units		88,215		—		—							—
Stock-based compensation		—		—		1,516		—			—		1,516
Issuance of common stock warrants		—		—		1,400							1,400
Issuance of common stock warrant for services		—		—		7,759		—			—		7,759
Exercise of common stock warrants		5,343,616		1		—							1
Issuance of common stock for exchange of debt		1,500,000		—		2,670		—			—		2,670
Issuance of common stock		2,718,837		—		6,143		—					6,143
Modification of warrant agreement		—		—		7,306		—					7,306
Net loss		—		—		—		(77,958	)		—		(77,958	)
Balance as of September 29, 2024		72,977,921	$	14	$	315,485	$	(458,368	)	$	165	$	(142,704	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Thirty-Nine Weeks Ended September 28, 2025 (As Restated)
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Deficit
Balance as of December 29, 2024		73,784,645	$	14	$	313,661	$	(411,379	)	$	165	$	(97,539	)
Exercise of common stock options		731,671		—		775		—			—		775
Stock-based compensation		—		—		7,876		—			—		7,876
Vesting of restricted stock units		3,864,608		—		—		—			—		—
Exercise of common stock warrants		6,000,000		—		60		—			—		60
Issuance of common stock		4,333,334				7,382		—			—		7,382
Net loss		—		—		—		(36,215	)		—		(36,215	)
Balance as of September 28, 2025 (As Restated)		88,714,258	$	14	$	329,754	$	(447,594	)	$	165	$	(117,661	)

	Thirty-Nine Weeks Ended September 29, 2024
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Deficit
Balance as of December 31, 2023		49,065,361	$	7	$	277,965	$	(354,928	)	$	143	$	(76,813	)
Exercise of common stock options		373,003		—		492		—			—		492
Vesting of restricted stock units		88,215		—		—		—			—		—
Stock-based compensation		—		—		4,086		—			—		4,086
Issuance of common stock warrants		—		—		1,400		—					1,400
Issuance of common stock warrant for services		—		—		9,179		—			—		9,179
Issuance of common stock upon conversion of SAFE Agreements with related party		13,888,889		6		6,244		—			—		6,250
Exercise of common stock warrants		5,343,616		1		—		—			—		1
Issuance of common stock for exchange of debt		1,500,000		—		2,670		—			—		2,670
Issuance of common stock		2,718,837		—		6,143		—			—		6,143
Modification of warrant agreement		—		—		7,306		—			—		7,306
Net loss		—		—		—		(103,440	)		—		(103,440	)
Foreign currency translation adjustment		—		—		—		—			22		22
Balance as of September 29, 2024		72,977,921	$	14	$	315,485	$	(458,368	)	$	165	$	(142,704	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUNPOWER INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands except number of shares)

	Thirty-Nine Weeks Ended
	September 28, 2025			September 29, 2024
	(As Restated)
Cash flows from operating activities from continuing operations
Net loss	$	(36,215	)	$	(103,440	)
Net loss from discontinued operations, net of income taxes		(1,100	)		(2,007	)
Net loss from continuing operations		(35,115	)		(101,433	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		7,876			4,086
Non-cash interest expense		—			1,938
Non-cash lease expense		826			483
Depreciation and amortization		4,293			991
Provision for credit losses		4,159			3,065
Change in reserve for excess and obsolete inventory		—			131
Change in fair value of SAFE Agreement – related party		113			900
Change in fair value of forward purchase agreement liabilities ⁽¹⁾		807			(4,906	)
Change in fair value of derivative liabilities ⁽²⁾		(1,639	)		37,875
Change in fair value of warrant liabilities		3,122			2,116
Amortization of debt issuance costs ⁽³⁾		11,828			1,361
Non-cash income ⁽⁴⁾		(474	)		—
Loss on impairments and disposals		140			3,721
Accretion of debt in CS Solis – related party		—			3,872
Loss on conversion of SAFE Agreements to shares of common stock		—			1,250
Non-cash expense in connection with warrant issued for vendor services		—			5,410
Loss on issuance of derivative liability		—			24,688
Gain on debt extinguishment		—			(19,948	)
Other financing costs		—			3,812
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable		(25,041	)		14,735
Inventories		34,222			2,378
Prepaid expenses and other current assets		(11,372	)		(3,185	)
Other noncurrent assets		95			—
Accounts payable		11,692			(8,496	)
Accrued expenses and other liabilities		(11,531	)		(1,646	)
Operating lease liabilities		(866	)		(875	)
Contract liabilities		(6,384	)		(1,434	)
Net cash used in operating activities		(13,249	)		(29,111	)
Cash flows from investing activities from continuing operations
Cash paid for acquisition, net of cash acquired		(20,689	)		—
Capitalization of internal-use software costs		—			(1,044	)
Net cash used in investing activities from continuing operations		(20,689	)		(1,044	)
Cash flows from financing activities from continuing operations
Proceeds from issuance of convertible notes, net of debt discount		20,000			68,725
Proceeds from issuance of convertible notes due to related parties		5,000			26,000
Payment of debt issuance costs		(200	)		—
Finance lease payments		(1,528	)		—
Principal repayment of notes payable		(2,157	)		(300	)
Proceeds from issuance of common stock		1,682			6,143
Proceeds from exercise of common stock options		775			492
Proceeds from exercise of warrant for common stock		60			—
Investor financing deposit		2,000			—
Proceeds from issuance of SAFE Agreements		—			6,000
Net cash provided by financing activities from continuing operations		25,632			107,060
Effect of exchange rate changes		—			22
Net (decrease) increase in cash, cash equivalents and restricted cash		(8,306	)		76,927
Cash, cash equivalents, and restricted cash at beginning of period		17,219			6,416
Cash, cash equivalents, and restricted cash at end of period	$	8,913		$	83,343

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	7,654		$	—
Cash paid for income taxes		—			10

Supplemental disclosure of noncash financing and investing activities:
Issuance of Seller Note as partial purchase consideration in Sunder acquisition ⁽⁵⁾	$	20,000		$	—
Issuance of common stock as partial consideration for acquisition of Sunder ⁽⁶⁾		5,700
Deferred consideration recognized for acquisition of Sunder ⁽⁶⁾		11,400
Debt issuance costs incurred in connection with the issuance of September 2025 Notes		1,150
Cancellation of existing indebtedness in Exchange Agreement		—			65,872
Issuance of convertible notes in Exchange Agreement		—			31,452
Issuance of common stock in Exchange Agreement		—			2,220
Conversion of SAFE Agreements to shares of common stock with related party		—			5,000
Carlyle warrant modification		—			660
Operating lease right-of-use assets obtained in exchange for lease obligations		—			116
Issuance of common stock warrants		—			1,400
Measurement period adjustments related to the SunPower acquisition – (Refer to Note 4 – Business Combinations for detail.)

⁽¹⁾	Includes related party income of $0.1 million and $1.8 million in the thirty-nine week periods ended September 28, 2025, and September 29, 2024, respectively.

⁽²⁾	Includes related party remeasurement of gain of $1.8 million and loss of $22.8 million in the thirty-nine week periods ended September 28, 2025 and September 29, 2024, respectively.

⁽³⁾	Includes related party amortization expense of $2.0 million and $0.6 million in the thirty-nine week periods ended September 28, 2025 and September 29, 2024, respectively.

⁽⁴⁾	Includes related party non-cash income of $0.1 million in the thirty-nine week period ended September 28, 2025.

⁽⁵⁾	Issuance of Seller Note was deemed to be with a related party. Refer to Note 10 – Borrowings and Derivative Liabilities for details.

⁽⁶⁾

The deferred consideration paid and payable in connection with the Sunder acquisition was accounted for on the Company’s condensed consolidated balance sheet as of September 28, 2025, as (i) $5.7 million within Additional paid-in capital, (ii) $5.7 million within Accrued expenses and other current liabilities, and (iii) $5.7 million within Other long-term liabilities.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUNPOWER INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(1) Organization

(a) Description of business

SunPower Inc. (“SunPower” or the “Company”) is the rebranded name of Complete Solaria, Inc. (“Complete Solaria”). The rebranding was effective April 22, 2025. References to the Company and SunPower include the same entity under its previous name of Complete Solaria.

The Company originally incorporated in Delaware under the name Complete Solaria, Inc. and is a residential solar installer that offers storage and home energy solutions to customers in North America. The Company was formed through Complete Solar Holding Corporation’s acquisition of The Solaria Corporation (“Solaria”). The Company is headquartered in Orem, Utah.

Complete Solar, Inc. (“Complete Solar”) was incorporated in Delaware on February 22, 2010. Through February 2022, the Company operated as Complete Solar, Inc., a single legal entity. In February 2022, the Company implemented a holding company reorganization (the “Reorganization”) in which the Company created and incorporated Complete Solar Holding Corporation (“Complete Solar Holdings”). As a result of the Reorganization, Complete Solar Holdings became the successor entity to Complete Solar, Inc. Subsequently, Complete Solar Holdings changed its name to Complete Solaria, Inc.

On July 18, 2023, the Company consummated a series of merger transactions contemplated by an Amended and Restated Business Combination Agreement entered into with wholly-owned subsidiaries of Freedom Acquisition I Corp. (“FACT”) (“Mergers”), equating to a reverse recapitalization for accounting purposes. Under the reverse recapitalization of accounting, FACT was treated as the acquired company for financial statement reporting purposes. This determination was based on the Company having a majority of the voting power of the post-combination company, the Company’s senior management comprising substantially all of the senior management of the post-combination company, and the Company’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Mergers were treated as the equivalent of a capital transaction in which Complete Solaria issued stock for the net assets of FACT. The net assets of FACT were stated at historical cost, with no goodwill or other intangible assets recorded.

On August 5, 2024, Complete Solaria entered into an Asset Purchase Agreement (the “APA”) among Complete Solaria, SunPower Corporation and SunPower Corporation’s direct and indirect subsidiaries (collectively, the “SunPower Debtors”) providing for the Company’s purchase of certain assets relating to the Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated by the SunPower Debtors (“SunPower Acquisition”). The APA was entered into in connection with a voluntary petition filed by SunPower Corporation under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532. The SunPower Acquisition was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware. The Company completed the acquisition in the Company’s fiscal fourth quarter on September 30, 2024.

On September 21, 2025, Complete Solaria, Inc., and Complete Solar, Inc, a subsidiary of the Company, entered into a Membership Interest Purchase Agreement (“MIPA”) with Sunder Energy LLC (“Sunder”) and the seller, Chicken Parm Pizza LLC (“Seller/Member”), the sole member of Sunder. The acquisition of Sunder was completed 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. Refer to Note 4 – Business Combinations for a description of Sunder.

The aforementioned acquisitions were accounted for as business combinations in accordance with ASC 805, Business Combinations as more fully described in Note 4 – Business Combinations.

The Company completed its legal renaming to SunPower Inc. in the period ended September 28, 2025.

As described in Note 2 Restatement of Previously Issued unaudited Condensed Consolidated Financial Statements, the unaudited condensed consolidated financial statements as of and for the thirteen and thirty-nine week periods ended September 28, 2025 (collectively, the “Affected Periods”), are restated in this Quarterly Report on Form 10-Q/A (this “Amended Report”, this “Quarterly Report” or this “Form 10-Q/A”) to reflect the corrections related the recognition of revenue, cost of revenues, sales commissions, general and administrative expenses and interest expense. The restated unaudited condensed consolidated financial statements are indicated as “Restated” in the unaudited condensed consolidated financial statements and accompanying notes, as applicable. See Note 2 Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for further discussion.

(b) Liquidity and going concern

Since inception through September 28, 2025, the Company has incurred recurring losses and negative cash flows from operations. The Company’s loss from continuing operations was $36.2 million for the thirty-nine-week period ended September 28, 2025. As of that date, the Company had an accumulated deficit of $447.6 million, total debt of $198.5 million, and cash and cash equivalents, excluding restricted cash, of $5.1 million. The Company anticipates that operating losses and negative operating cash flows may continue in the near term, which raises substantial doubt about its ability to continue as a going concern.

Management is actively pursuing plans to mitigate these conditions, including obtaining additional capital resources through equity or debt financing and leveraging support from significant shareholders when necessary. Historically, the Company has raised funds through private placements of equity securities, issuance of convertible notes and debt, and proceeds from mergers. During the year, funding from significant shareholders, has supported working capital requirements, and similar measures may be considered in the upcoming periods.

Management plans to proactively position the Company to access capital markets once eligible and pursue strategic opportunities to strengthen liquidity. Given the one-year eligibility requirement for Form S-3 after regaining current filer status, the Company will focus on alternative financing options to maintain flexibility and efficiency in capital raising.

However, there can be no assurance that these plans will be successful or that financing will be available on favorable terms. If adequate funding cannot be secured, the Company may need to reevaluate its operating plan, which could include reducing expenditure, extending payment terms with suppliers, liquidating assets, or suspending certain programs.

Therefore, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

(2) Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

On April 14, 2026, authorized officers of the Company and the Audit Committee of the Board of Directors determined that the Company’s previously issued interim financial statements as of and for the thirteen weeks and thirty-nine week period ended September 28, 2025, included in its Quarterly Reports on Form 10-Q contains material errors and should no longer be relied upon and should be restated. These material errors related to the recognition of revenue (and related cost of revenues, sales commissions, sales and marketing, and general and administrative expenses) and interest expense. Additionally, the Company has corrected other immaterial errors related to the reclassification of current and non-current debt obligations, reclassification of payroll expenses between cost of revenues and operating expenses, and the vesting of restricted stock units and related stock-based compensation expense.

This note discloses the nature of the restatement adjustments and discloses the cumulative effects of these adjustments on the Company’s unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and comprehensive loss, unaudited condensed consolidated statements of stockholders’ deficit and unaudited condensed consolidated statements of cash flows for the periods included in the original Form 10-Q for the thirteen and thirty-nine week periods ended September 28, 2025 (the “Original Report”).

The unaudited condensed consolidated balance sheet, statement of operations and comprehensive income (loss), statement of changes in stockholders’ deficit and statement of cash flows as of and for the thirteen and thirty-nine week periods ended September 28, 2025 have been restated to reflect the corrections identified and described below. The restatement adjustments and their impacts on the previously issued unaudited condensed consolidated financial statements included in the Original Report are shown in the restatement tables of this footnote. The effects of the restatement also have been reflected in the impacted tables and footnotes throughout the notes to these unaudited condensed consolidated financial statements in this Form 10-Q/A.

Unaudited Condensed Consolidated Financial Statements - Restatement Reconciliation Tables

In light of the foregoing, in accordance with ASC 250, Accounting Changes and Error Corrections, the Company is restating its previously issued unaudited condensed consolidated financial statements as of September 28, 2025, to reflect the effects of the restatement adjustments, and to make certain corresponding disclosures. The following tables present a reconciliation of the Company’s unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and comprehensive loss, unaudited condensed consolidated statements of stockholders’ deficit and unaudited condensed consolidated statements of cash flows previously reported for the period to the restated and revised amounts.

SUNPOWER INC.

Restated Unaudited Condensed Consolidated Balance Sheet

(in thousands except share and per share amounts)

		As of September 28, 2025
	Explanatory Notes	As Previously Reported			Restatement Adjustments			As Restated
ASSETS
Current assets:
Cash and cash equivalents		$	5,072		$	—		$	5,072
Accounts receivable, net	A		80,753			(7,706	)		73,047
Inventories	B		8,694			(124	)		8,570
Prepaid expenses and other current assets	C		20,830			(1,090	)		19,740
Total current assets			115,349			(8,920	)		106,429
Restricted cash			3,841			—			3,841
Property and equipment, net			3,670			—			3,670
Operating lease right-of-use assets			2,528			—			2,528
Intangible assets, net			38,956			—			38,956
Goodwill	D		42,911			(636	)		42,275
Other noncurrent assets			1,085			—			1,085
Total assets		$	208,340		$	(9,556	)	$	198,784

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	19,857		$	—		$	19,857
Accrued expenses and other current liabilities	E		59,271			(2,021	)		57,250
Notes payable to related parties			21,500			—			21,500
Current portion of notes payable	F		—			2,786			2,786
Contract liabilities	G		9,713			3,548			13,261
SAFE Agreement with related party			497			—			497
Forward purchase agreement liabilities with related parties			—			—			—
Forward purchase agreement liabilities			4,301			—			4,301
Total current liabilities			115,139			4,313			119,452
Warranty provision, noncurrent			2,140			—			2,140
Warrant liability			4,683			—			4,683
Contract liabilities, noncurrent			1,713			—			1,713
Notes payable and derivative liabilities, net of current	H		148,205			(8,751	)		139,454
Notes payable and derivative liabilities with related parties, net of current	H		34,572			227			34,799
Operating lease liabilities, net of current portion			1,335			—			1,335
Other long-term liabilities			12,869			—			12,869
Total liabilities			320,656			(4,211	)		316,445

Commitments and contingencies

Stockholders’ deficit:
Common stock			14			—			14
Additional paid-in capital	I		330,083			(329	)		329,754
Accumulated other comprehensive income			165			—			165
Accumulated deficit			(442,578	)		(5,016	)		(447,594	)
Total stockholders’ deficit			(112,316	)		(5,345	)		(117,661	)
Total liabilities and stockholders’ deficit		$	208,340		$	(9,556	)	$	198,784

SUNPOWER INC.

Restated Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

(in thousands except share and per share amounts)

		Thirteen Weeks Ended September 28, 2025
	Explanatory Notes	As Previously Reported			Restatement Adjustments			As Restated

Revenues	J	$	70,005		$	(5,518	)	$	64,487
Cost of revenues	K		37,965			(5,534	)		32,431
Gross profit			32,040			16			32,056
Operating expenses:
Sales commissions	L		7,534			636			8,170
Sales and marketing	M		6,467			(648	)		5,819
General and administrative	N		21,483			(1,820	)		19,663
Total operating expenses			35,484			(1,832	)		33,652
Loss from continuing operations			(3,444	)		1,848			(1,596	)
Interest expense	O		(8,104	)		1,366			(6,738	)
Interest income			—			—			—
Other expense, net			(4,256	)		—			(4,256	)
Total other expense, net			(12,360	)		1,366			(10,994	)
Loss from continuing operations before income taxes			(15,804	)		3,214			(12,590	)
Income tax provision			—			—			—
Net loss from continuing operations			(15,804	)		3,214			(12,590	)
Net loss from discontinued operations, net of taxes			(1,100	)		—			(1,100	)
Net loss			(16,904	)		3,214			(13,690	)
Comprehensive loss, net of tax		$	(16,904	)	$	3,214		$	(13,690	)
Net loss from continuing operations per share attributable to common stockholders, basic and diluted		$	(0.19	)	$	0.04		$	(0.15	)
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted		$	(0.01	)	$	—		$	(0.01	)
Net loss per share attributable to common stockholders, basic and diluted		$	(0.20	)	$	0.04		$	(0.16	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted	Q		84,904,228			(310,584	)		84,593,644

SUNPOWER INC.

Restated Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

(in thousands except share and per share amounts)

		Thirty-Nine Weeks Ended September 28, 2025
	Explanatory Notes	As Previously Reported			Restatement Adjustments			As Restated

Revenues	J	$	220,269		$	(11,254	)	$	209,015
Cost of revenues	K		126,970			(1,171	)		125,799
Gross profit			93,299			(10,083	)		83,216
Operating expenses:
Sales commissions	L		24,273			636			24,909
Sales and marketing	M		21,764			(259	)		21,505
General and administrative	N		52,382			(1,337	)		51,045
Total operating expenses			98,419			(960	)		97,459
Loss from continuing operations			(5,120	)		(9,123	)		(14,243	)
Interest expense	O		(23,258	)		4,107			(19,151	)
Interest income			3			—			3
Other expense, net			(1,724	)		—			(1,724	)
Total other expense, net			(24,979	)		4,107			(20,872	)
Loss from continuing operations before income taxes			(30,099	)		(5,016	)		(35,115	)
Income tax provision			—			—			—
Net loss from continuing operations			(30,099	)		(5,016	)		(35,115	)
Net loss from discontinued operations, net of taxes			(1,100	)		—			(1,100	)
Net loss			(31,199	)		(5,016	)		(36,215	)
Comprehensive loss, net of tax		$	(31,199	)	$	(5,016	)	$	(36,215	)
Net loss from continuing operations per share attributable to common stockholders, basic and diluted		$	(0.37	)	$	(0.06	)	$	(0.43	)
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted		$	(0.01	)	$	—		$	(0.01	)
Net loss per share attributable to common stockholders, basic and diluted		$	(0.38	)	$	(0.06	)	$	(0.44	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted	Q		82,036,790			(43,700	)		81,993,090

SUNPOWER INC.

Restated Unaudited Condensed Consolidated Statement of Stockholders’ Deficit

(in thousands except number of shares)

		Thirteen Weeks Ended September 28, 2025
	Explanatory	Common Stock					Additional Paid-in			Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Notes	Shares			Amount		Capital			Deficit			Income		Deficit
As Previously Reported
Balance as of June 29, 2025			82,325,722		$	14	$	318,311		$	(425,674	)	$	165	$	(107,184	)
Exercise of common stock options			198,096			—		216			—			—		216
Stock-based compensation			—			—		4,174			—			—		4,174
Vesting of restricted stock units			2,310,811			—		—			—			—		—
Issuance of common stock			4,333,334			—		7,382			—			—		7,382
Net loss			—			—		—			(16,904	)		—		(16,904	)
Balance as of September 28, 2025			89,167,963		$	14	$	330,083		$	(442,578	)	$	165	$	(112,316	)

Adjustments
Balance as of June 29, 2025	I		(136,253	)	$	—	$	1,722		$	(8,230	)	$	—	$	(6,508	)
Exercise of common stock options			—			—		—			—			—		—
Stock-based compensation	I		—			—		(2,051	)		—			—		(2,051	)
Vesting of restricted stock units	I		(317,452	)		—		—			—			—		—
Issuance of common stock			—			—		—			—			—		—
Net loss			—			—		—			3,214			—		3,214	)
Balance as of September 28, 2025			(453,705	)	$	—	$	(329	)	$	(5,016	)	$	—	$	(5,345	)

(As Restated)
Balance as of June 29, 2025			82,189,469		$	14	$	320,033		$	(433,904	)	$	165	$	(113,692	)
Exercise of common stock options			198,096			—		216			—			—		216
Stock-based compensation			—			—		2,123			—			—		2,123
Vesting of restricted stock units			1,993,359			—		—			—			—		—
Issuance of common stock			4,333,334			—		7,382			—			—		7,382
Net loss			—			—		—			(13,690	)		—		(13,690	)
Balance as of September 28, 2025			88,714,258		$	14	$	329,754		$	(447,594	)	$	165	$	(117,661	)

SUNPOWER INC.

Restated Unaudited Condensed Consolidated Statement of Stockholders’ Deficit

(in thousands except number of shares)

		Thirty-Nine Weeks Ended September 28, 2025
	Explanatory	Common Stock					Additional Paid-in			Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Notes	Shares			Amount		Capital			Deficit			Income		Deficit
As Previously Reported
Balance as of December 29, 2024			73,784,645		$	14	$	313,661		$	(411,379	)	$	165	$	(97,539	)
Exercise of common stock options			731,671			—		775			—			—		775
Stock-based compensation			—			—		8,205			—			—		8,205
Vesting of restricted stock units			4,318,313			—		—			—			—		—
Exercise of common stock warrants			6,000,000			—		60			—			—		60
Issuance of common stock			4,333,334			—		7,382			—			—		7,382
Net loss			—			—		—			(31,199	)		—		(31,199	)
Balance as of September 28, 2025			89,167,963		$	14	$	330,083		$	(442,578	)	$	165	$	(112,316	)

Adjustments
Balance as of December 29, 2024			—		$	—	$	—		$	—		$	—	$	—
Exercise of common stock options			—			—		—			—			—		—
Stock-based compensation	I		—			—		(329	)		—			—		(329	)
Vesting of restricted stock units	I		(453,705	)		—		—			—			—		—
Exercise of common stock warrants			—			—		—			—			—		—
Issuance of common stock			—			—		—			—			—		—
Net loss			—			—		—			(5,016	)		—		(5,016	)
Balance as of September 28, 2025			(453,705	)	$	—	$	(329	)	$	(5,016	)	$	—	$	(5,345	)

(As Restated)
Balance as of December 29, 2024			73,784,645		$	14	$	313,661		$	(411,379	)	$	165	$	(97,539	)
Exercise of common stock options			731,671			—		775			—			—		775
Stock-based compensation			—			—		7,876			—			—		7,876
Vesting of restricted stock units			3,864,608			—		—			—			—		—
Exercise of common stock warrants			6,000,000			—		60			—			—		60
Issuance of common stock			4,333,334			—		7,382			—			—		7,382
Net loss			—			—		—			(36,215	)		—		(36,215	)
Balance as of September 28, 2025			88,714,258		$	14	$	329,754		$	(447,594	)	$	165	$	(117,661	)

SUNPOWER INC.

Restated Unaudited Condensed Consolidated Statement of Cash Flows

(in thousands except share and per share amounts)

		Thirty-Nine Weeks Ended September 28, 2025
	Explanatory Notes	As Previously Reported			Restatement Adjustments			As Restated
Cash flows from operating activities
Net loss	J,K,L,M,N,O	$	(31,199	)	$	(5,016	)	$	(36,215	)
Net loss from discontinued operations, net of income taxes			(1,100	)		—			(1,100	)
Net loss from continuing operations			(30,099	)		(5,016	)		(35,115	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Stock-based compensation	I		8,205			(329	)		7,876
Non-cash lease expense			826			—			826
Depreciation and amortization			4,293			—			4,293
Provision for credit losses			4,159			—			4,159
Change in fair value of SAFE Agreements with related party			113			—			113
Change in fair value of forward purchase agreement liabilities			807			—			807
Change in fair value of derivative liabilities			(1,639	)		—			(1,639	)
Change in fair value of warrant liabilities			3,122			—			3,122
Amortization of debt issuance costs	H		14,259			(2,431	)		11,828
Non-cash income			(474	)		—			(474	)
Loss on impairments and disposals			140			—			140
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	A		(32,747	)		7,706			(25,041	)
Inventories	B		34,098			1,244			34,222
Prepaid expenses and other current assets	C		(12,462	)		1,090			(11,372	)
Other noncurrent assets			95			—			95
Accounts payable			11,692			—			11,692
Accrued expenses and other liabilities	E,P		(6,360	)		(5,171	)		(11,531	)
Operating lease liabilities			(866	)		—			(866	)
Contract liabilities	G		(10,568	)		4,184			(6,384	)
Net cash used in operating activities			(13,406	)		157			(13,249	)
Cash flows from investing activities
Cash paid for acquisitions, net of cash acquired			(20,689	)		—			(20,689	)
Net cash used in investing activities			(20,689	)		—			(20,689	)
Cash flows from financing activities
Proceeds from issuance of convertible notes			20,000			—			20,000
Proceeds from issuance of convertible notes due to related parties			5,000			—			5,000
Payment of debt issuance costs			(200	)		—			(200	)
Finance lease payments			(1,528	)		—			(1,528	)
Proceeds from issuance of common stock			1,682			—			1,682
Proceeds from exercise of common stock options			775			—			775
Proceeds from exercise of warrant for common stock			60			—			60
Proceeds from investor financing deposit from a related party	P		—			2,000			2,000
Principal repayment of notes payable	H		—			(2,157	)		(2,157	)
Net cash provided by financing activities			25,789			(157	)		25,632
Effect of exchange rate changes			—			—			—
Net decrease in cash, cash equivalents and restricted cash			(8,306	)		—			(8,306	)
Cash, cash equivalents, and restricted cash at beginning of period			17,219			—			17,219
Cash, cash equivalents and restricted cash at end of period		$	8,913		$	—		$	8,913

Description of Restatement Adjustments

The nature and categories of the restatement adjustments and their impacts on the previously reported unaudited condensed consolidated financial statements included in the Original Report are described in the following explanatory notes. The correction of these errors resulted in changes in the components of within cash flows from operations, but resulted in no net change in cash flows from operations.

To correct errors relating to (i) an overstatement of accounts receivables of $7.7 million attributable to transactions that were double counted or recognized in the incorrect period.

To correct the overstatement of inventory by $1.2 million arising from errors in the reconciliation of inventory balances and (ii) reclass of $1.1 million from prepaid expenses and other current assets into inventories due to a classification error.

To correct classification of $1.1 million from prepaid expenses and other current assets into inventories due to classification error.

To correct an overstatement of goodwill due to purchase price accounting.

To (i) correct an overstatement of $3.7 million in accrued expenses and other current liabilities relating to cut-off procedures in connection with the allocation of purchase consideration in the Sunder acquisition, (ii) correct a $1.3 million overstatement of accrued interest related to the senior unsecured convertible notes (iii) correct an understatement of warrant liability of $0.8 million for warrants issued in connection with a service agreement (iv) correct the classification of $2.2 million of principal debt payments from Accrued expenses and other liabilities to Notes payable and derivative liabilities, net of current portion.

To correct an error in the classification of the current portion of the senior unsecured convertible notes of $2.8 million that was previously classified as a long-term liability within Notes payable and derivative liabilities, net of current portion.

To correct an error in understatement of contract liabilities of $3.5 million relating to cut-off errors.

To (i) correct an error in the classification of the current portion of the senior unsecured convertible notes of $2.8 million that was previously classified as a long-term liability within Notes payable and derivative liabilities, net of current portion, (ii) correct the overstatement of amortization of debt discount and issuance costs and resulted understatement of unamortized debt discount and issuance costs of $2.4 million related to the senior unsecured convertible notes (iii) correct the classification of the principal payment of $2.2 million of senior unsecured convertible notes payable from Accrued expenses and other current liabilities to Notes payable and derivative liabilities, net of current, (iv) correct the classification between third parties and related party of $0.2 million, and (v) correct $1.2 million understatement of debt discount and issuance costs incurred.

To correct errors in the restricted stock units (“RSUs”) granted and vested resulting in an overstatement of stock-based compensation expense by $2.1 million and $0.3 million which overstated Additional paid-in capital as of and for the thirteen and thirty-nine week periods ended September 28, 2025, respectively. This error resulted in an overstatement of the non-cash adjustment of stock-based compensation in the unaudited consolidated statement of cash flow.

To correct revenue by $5.5 million and $11.3 million for double counted transactions and transactions recognized in the incorrect period in the thirteen and thirty-nine week periods ended June 29, 2025, respectively.

In the thirteen week period ended September 28, 2025 to (i) correct and reduce the cost of revenue for $2.2 million relating to inventory sold in the second quarter of fiscal 2025, (ii) correct and reduce cost of revenues by $3.0 million due to errors in revenue cut-off (iii) correct stock-based compensation expense that was overstated by $0.8 million relating to errors in RSUs granted and vested, (iii) reclassify $0.6 million of amortization expense from cost of revenues to sales commissions, (iv) reclassify $0.4 million of amortization expense from general and administrative to cost of revenue and (v) correct inventory reconciliation errors of $0.7 million.

In the thirty-nine week period ended September 28, 2025 to (i) correct and reduce cost of revenues by $3.0 million due to errors in revenue cut-off (ii) correct and reduce stock-based compensation expense that was overstated by $0.1 million relating to errors in RSUs granted and vested, (iii) reclassify $0.6 million of amortization expense from cost of revenues to sales commissions, (iv) reclassify $1.2 million of amortization expense from general and administrative to cost of revenue, (v) correct inventory reconciliation errors of $1.1 million.

In the thirteen and thirty-nine week periods ended September 28, 2025 correct sales commissions of $0.6 that was misclassified as cost of revenue.

In the thirteen and thirty-nine week periods ended September 28, 2025, correct and reduce stock-based compensation expense of $0.6 million and $0.3 million due to errors identified in RSU grants and vesting, respectively.

In the thirteen week period ended September 28, 2025 to (i) correct and reduce general and administrative expense $0.8 million relating to costs incorrectly recorded in the third quarter of fiscal 2025 and reclassified to the second quarter of fiscal 2025, (ii) correct the classification of $0.4 million of amortization expense from general and administrative expense to cost of revenue, and (iii) correct and reduce stock-based compensation by $0.6 million due to errors identified in RSU grants and vesting.

In the thirty-nine week period ended September 28, 2025 to (i) correct the classification of $1.2 million of amortization expense from general and administrative expense to cost of revenue, and (ii) correct and stock-based compensation by $0.1 million due to errors identified in RSU grants and vesting.

To correct an error due to the overstatement of interest expense of $1.4 million and $4.1 million of interest and debt discount and issuance costs related to the senior unsecured convertible notes in the thirteen and thirty-nine week periods ended September 28, 2025, respectively.

To correct the classification of a $2.0 million investor financing deposit from cash flow from operations to cash flows from financing activities.

The change in the dilutive shares is to correct dilutive securities considered in the calculation of diluted earnings per share due to the change in operating results.

(3) Basis of Presentation and Summary of Significant Accounting Policies

(a) Basis of presentation

The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim unaudited condensed consolidated financial statements do not include all the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, these interim unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 28, 2025, and the results of operations for the thirteen and thirty-nine week periods ended September 28, 2025 and September 29, 2024. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. These interim unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended December 29, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 30, 2025.

The Company’s operates on a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. The Company’s fiscal year for 2024 ended December 29, 2024. The Company’s third fiscal quarters for 2025 and 2024 in this report on Form 10-Q ended on September 28, 2025 (“Third Quarter 2025”) and September 29, 2024 (“Third Quarter 2024”), respectively.

(b) Cash and cash equivalents and restricted cash

The Company reconciles cash, cash equivalents, and restricted cash reported in its unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the Company’s unaudited condensed consolidated statements of cash flows as follows (in thousands):

	As of
	September 28, 2025		December 29, 2024
Cash and cash equivalents	$	5,072	$	13,378
Restricted cash		3,841		3,841
Total cash, cash equivalents and restricted cash	$	8,913	$	17,219

(c) Estimated credit losses

The Company recognizes an allowance for credit losses at the time a receivable is recorded based on the Company’s estimate of expected credit losses, historical write-off experience, and current account knowledge, and adjusts this estimate over the life of the receivable as needed. The Company evaluates the aggregation and risk characteristics of a receivable pool and develops loss rates that reflect historical collections over the time horizon that the Company is exposed to credit risk, and payment terms or conditions that may materially affect future forecasts.

The Company performs ongoing credit evaluations of its customers’ financial condition when deemed necessary. The Company maintains an allowance for credit losses based on the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends. The Company believes that its concentration of credit risk is limited because of the large number of customers, credit quality of the customer base, small account balances for most of these customers, and customer geographic diversification. The Company does not have any off-balance sheet credit exposure relating to its customers.

The following table summarizes the allowance for credit loss activity as of and for the periods ended (in thousands):

	Thirty-Nine Weeks Ended
	September 28,			September 29,
	2025			2024
Balance at beginning of year	$	(1,701	)	$	(9,846	)
Provision charged to earnings		(4,159	)		(4,204	)
Amounts written off, net of recoveries and other adjustments		1,048			1,041
Balance at end of period	$	(4,812	)	$	(13,009	)

(d) Contract liabilities

Contract liabilities consist of deferred revenue and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract. Total contract liabilities balances as of the respective dates are as follows (in thousands):

	As of
	September 28,			December 29,
	2025			2024
		(As Restated)
Contract liabilities current and noncurrent		(14,974	)		(10,921	)

The Company typically invoices its customers upon completion of set milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives payment, or when such payment is unconditionally due from a customer prior to delivering goods or services to the customer under the terms of a customer agreement, the Company records this deferred revenue as a contract liability. Most installation projects are completed within 12-months. As such, a significant portion of the Company’s contract liabilities is reflected within current liabilities in the accompanying condensed consolidated balance sheets. Contract liabilities for installation projects expected to be completed beyond 12 months are classified as noncurrent obligations in the accompanying condensed consolidated balance sheets.

(e) Revenue recognition

Revenue is recognized for Residential Solar Installation and New Homes Business when a customer obtains control of promised products and services and the Company has satisfied its performance obligations which is the date by which substantially all of its design and installation is complete for a fully functioning solar power system to interconnect to the local power grid.

Installation includes the design of a solar energy system, the delivery of the components of the solar energy system (i.e., photovoltaic system, inverter, battery storage, etc.), installation services and services facilitating the connection of the solar energy system to the power grid. The Company accounts for these services as inputs to a combined output, resulting in a single service-based performance obligation.

The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and services. To achieve this core principle, the Company applies the following five steps:

Step 1. Identification of the contract(s) with a customer;

Step 2. Identification of the performance obligations in the contracts(s);

Step 3. Determination of the transaction price;

Step 4. Allocation of the transaction price to the performance obligations;

Step 5. Recognition of the revenue when, or as, the Company satisfies a performance obligation.

Residential Solar Installation revenues

The Company’s Residential Solar Installation segment sells products through a network of installing and non-installing dealers and resellers, as well as its internal sales team. The Company’s contracts with customers include three primary contract types:

●

Cash agreements – The Company contracts directly with homeowners who purchase the solar energy system and related services from the Company. Customers are invoiced on a billing schedule, where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

●

Financing partner agreements – In its financing partner agreements, the Company contracts directly with homeowners for the purchase of the solar energy system and related services. The Company refers the homeowner to a financing partner to finance the system, and the homeowner makes payments directly to the financing partner. The Company receives consideration from the financing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

●

Power purchase agreements and lease agreements – The Company contracts directly with a leasing partner to perform the solar energy system installation, and the homeowner will finance the system through a power purchase agreement (or lease), which is signed with the Company’s leasing partner. The Company considers the leasing partner to be its customer, as the Company does not contract directly with the homeowner and the leasing partner takes ownership of the system upon the completion of installation. The Company receives consideration from the leasing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

New Homes Business revenues

The Company’s New Homes Business segment sells through a network of home builders as well as its internal sales team. The Company’s contracts with customers include two primary contract types:

●

Cash agreements – The Company contracts directly with homebuilders who purchase the solar energy system from the Company and are the customers in the transaction. The Company’s customers are invoiced upon the completion of installation.

●

Lease agreements – Prior to SunPower Debtor’s declaration of bankruptcy, certain homeowners had intended to lease a system from SunPower Debtors but were unable to consummate the transaction (as a result of SunPower Debtor’s declaration of bankruptcy). The in-process system inventory (installed on recently constructed homes) was acquired by the Company in connection with the SunPower Acquisition. The Company contracted directly with a leasing partner to facilitate the leasing of the system to the impacted homeowners. The Company considers the leasing partner to be its customer. Under the terms of the Company’s arrangement with the leasing partner, control is not transferred to the customer until the completed system is accepted by the customer. The Company receives consideration from the leasing partner following the acceptance of the system.

The Company’s performance obligation for both of these reportable segments is to design and install a fully functioning solar energy system. For all contract types (with the exception of New Homes Business Lease agreements), the Company recognizes revenue over time. The Company’s over-time revenue recognition begins when the solar power system is fully installed (as it is at this point that control of the asset begins to be transferred to the customer, and the customer retains the significant risks and rewards of ownership of the solar power system). The Company recognizes revenue using the input method based on direct costs to install the system and defers the costs of installation until such time that control of the asset transfers to the customer (installation). For New Homes Business Lease agreements, the Company considers the performance obligation to be satisfied at a point in time upon acceptance of the system by the customer.

Revenue is generally recognized at the transaction price contained within the agreement, net of the costs of financing, or other consideration paid to the customers that is not in exchange for a distinct good or service. The Company’s arrangements may contain clauses that can either increase or decrease the transaction price. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change.

The Company records deferred revenue for amounts invoiced that are received in advance of the provisioning of services. In certain contracts with customers, the Company arranges for a third-party financing partner to provide financing to the customer. The Company collects upfront from the financing partner and the customer will provide instalment payments to the financing partner. The Company records revenue in the amount received from the financing partner, net of any financing fees charged to the homeowner, which the Company considers to be a customer incentive. None of the Company’s contracts contain a significant financing component.

Dealer (previously identified as “Sunder” in the Original Report)

The Company earns revenue from contracts sold to customers for solar installations performed by third-party installation companies. The Company recognizes revenue at a point in time when Permission to Operate (“PTO”) is complete. The Company acts as an agent in these arrangements and records revenue on a net basis. The Company does not have significant financing components in its contracts. The Company does not provide warranty services and does not record a warranty reserve.

Costs to obtain and fulfill contracts

The Company’s costs to obtain and fulfill contracts, when recognized, associated with systems sales are expensed as sales commission and cost of revenue, respectively. In addition, incentives the Company provides to its customers, such as discounts and rebates, are recorded net to the revenue the Company has recognized on the solar power system.

Disaggregation of revenue

Refer to the table below for the Company’s revenue recognized (in thousands):

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
	(As Restated)				(As Restated)
Residential Solar Installation
Revenue recognized over time	$	35,179	$	5,536	$	110,199	$	20,068
Total Residential Solar Installation		35,179		5,536		110,199		20,068

New Homes Business
Revenue recognized over time		9,415		—		34,943		—
Revenue recognized at a point in time		19,087		—		63,067		—
Total New Homes Business		28,502		—		98,010		—

Dealer
Revenue recognized at a point in time		806		—		806		—
Total Dealer		806		—		806		—
Total revenue	$	64,487	$	5,536	$	209,015	$	20,068

Total revenue recognized over time	$	44,594	$	5,536	$	145,142	$	20,068
Total revenue recognized at a point in time		19,893		—		63,873		—

All revenue was generated in the United States.

Remaining performance obligations

The Company elected the practical expedient not to disclose the remaining performance obligations for contracts that are less than one year in length.

Incremental costs of obtaining customer contracts

Incremental costs of obtaining customer contracts consist of sales commissions, which are costs paid to third-party vendors who source residential customer contracts for the sale of solar energy systems by the Company. The Company defers sales commissions and recognizes expenses in accordance with the timing of the related revenue recognition. Amortization of deferred commissions is recorded as sales commissions in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of September 28, 2025 and December 29, 2024, deferred commissions were not material.

(f) Prepaid expenses and other current assets

The following table summarizes the components of prepaid expenses and other current assets:

	As of
	September 28,		December 29,
	2025		2024
		(As Restated)
Deferred costs	$	19,647	$	3,759
Other		93		4,447
Total prepaid expenses and other current assets	$	19,740	$	8,206

(g) Recent accounting pronouncements

Accounting pronouncements adopted

In July 2025, the FASB issued ASU 2025-05 “Measurement of Credit Losses for Accounts Receivable and Contract Assets” which provides an update to all entities with a practical expedient when estimating expected credit losses. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company adopted ASU 2025-05 in the thirteen week period ended September 28, 2025. The impact of the adoption was not material to the condensed consolidated financial statements.

Accounting pronouncements not yet adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU 2023-09 is effective for public companies starting in annual periods beginning after December 15, 2024. The Company will adopt this ASU in its annual report for the fiscal year ending December 28, 2025. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses in the notes of the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. The FASB subsequently issued ASU 2025-01 “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 2024-04”). The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The standard is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company is currently evaluating the impact that the adoption of ASU 2024-04 may have on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02 “Codification Improvements-Amendments to Remove References to the Concepts Statements”, which removes various references to concepts statements from the FASB Accounting Standards Codification. This ASU is effective for the Company beginning in the first quarter of fiscal year 2026, with early adoption permitted. The Company expects the new guidance will have an immaterial impact on its consolidated financial statements and intends to adopt the guidance when it becomes effective in the first quarter of fiscal year 2026.

In September 2025, the FASB issued ASU 2025-06 “Targeted improvements to the Accounting for Internal-Use Software” which is an update to remove all references to prescriptive and sequential software development stages (referred to as “project stages”). This ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact that the adoption of ASU 2025-06 may have on its consolidated financial statements.

(h) Changes in related parties

Transactions with CRSEF Solis Holdings, LLC and its affiliates (“Carlyle”), have been disclosed as related party transactions until it ceased being a significant shareholder in the Company. Beginning in the thirteen week period ended June 29, 2025, transactions with Carlyle are no longer deemed related party transactions. The Company continues to engage in transactions Carlyle as it is a creditor of the Company’s 12.0% senior unsecured convertible notes. Refer to Note 10 – Borrowings and Derivative Liabilities for additional information.

Polar Multi-Strategy Master Fund (“Polar”) ceased to be a related party, and as a result, beginning in the thirteen week period ended June 29, 2025, transactions with Polar are no longer deemed related party transactions. Transactions previously reported with Polar have been disclosed as related party transactions. The Company continues to have a forward purchase agreement obligation with Polar.

(4) Business Combinations

SunPower Acquisition

On September 30, 2024, commencing the Company’s fourth quarter of fiscal 2024, the Company completed the acquisition of certain assets and assumption of certain liabilities from SunPower Debtors for an aggregate cash consideration paid of $54.5 million, net of $1.0 million of cash acquired. Prior to its declaration of bankruptcy SunPower Debtors was a solar technology and energy services provider that offered fully integrated solar, storage, and home energy solutions to customers in the United States through an array of hardware, software, and “Smart Energy” solutions. The financial results of the SunPower Acquisition have been included in the Company’s unaudited condensed consolidated financial statements since the date of the SunPower Acquisition. This transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations.

Transaction costs incurred in connection with the close of the SunPower Acquisition totaled $7.2 million and were expensed by the Company and included in general and administrative expenses within the fourth quarter of the Company’s fiscal year ended December 29, 2024.

The fair values of assets acquired and liabilities assumed were based upon a preliminary valuation. Consistent with previous disclosures, the Company disclosed that further adjustments to the Company’s inventory were expected in the thirty-nine week period ended September 28, 2025. As of September 28, 2025, the Company finalized the fair value of the assets acquired and liabilities assumed. The inventory acquired related to 1) work-in-progress at various stages of completion as of the acquisition date for which further analysis was required in order to determine which systems could be sold to a financing partner (for which the remaining units determined to be sellable to that partner were resolved during the thirteen-weeks ended September 28, 2025) and 2) completed systems that were acquired as of the acquisition date for which uncertainty existed due to unsettled matters with the SunPower Bankruptcy Estate (which were resolved in connection with the Company’s settlement with the SunPower Bankruptcy Estate). The final determination of the fair values of the inventory and intangibles upon settlement of these matters resulted in a revision to the inventory and intangibles with the offsetting adjustment to goodwill during the measurement period. The Company concluded that the finalization of the measurement period adjustment resulted in the recognition of $2.2 million of costs of goods in the thirteen week period ended September 28, 2025 that would have been recognized in the thirteen week period ended June 29, 2025 (which the Company concluded was not material to the financial statements for the thirteen- and thirty-nine week periods ended September 28, 2025).

The following table summarizes the provisional and final fair values of identifiable assets acquired and liabilities assumed and measurement period adjustments (in thousands):

	Provisional fair values			Measurement period adjustment			Final fair values as of September 28, 2025
Net assets acquired:
Cash	$	1,000		$	—		$	1,000
Accounts receivable		16,614			—			16,614
Inventories		27,706			20,682			48,388
Prepaid expenses and other current assets		2,219			—			2,219
Property and equipment		5,867			—			5,867
Operating lease right-of-use assets		2,506			—			2,506
Other noncurrent assets		541			—			541
Intangibles		18,100			(2,206	)		15,894
Deferred revenue		(7,361	)		—			(7,361	)
Accounts payable		(5,270	)		—			(5,270	)
Accrued expenses and other current liabilities		(13,955	)		—			(13,955	)
Operating lease liabilities		(2,963	)		—			(2,963	)
Other long-term liabilities		(8,980	)		—			(8,980	)
Fair value of net tangible assets acquired		36,024			18,476			54,500
Goodwill recognized		18,476			(18,476	)		—
Consideration transferred	$	54,500		$	—		$	54,500

Sunder Energy LLC Acquisition

On September 24, 2025 (“Closing”), the Company completed the acquisition of all assets and assumption of all liabilities of the Membership Interests of Sunder for aggregate consideration of $57.8 million. Sunder is a solar sales company. The Company acquired Sunder as a strategic acquisition to expand its overall market share and its penetration into more U.S. states. 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), consisting of (i) 3,333,334 shares of the Company’s common stock and (ii) subject to approval of such issuances by the Company’s stockholders, (x) 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 deferred consideration paid and payable in connection with the Sunder acquisition was accounted for on the Company’s balance sheet as of September 28, 2025, as (i) $5.7 million within Additional paid-in capital, (ii) $5.7 million within Accrued expenses and other current liabilities, and (iii) $5.7 million within Other long-term liabilities.

The total consideration is summarized as follows (in thousands):

Consideration
Cash	$	20,689
Seller note		20,000
Equity 3.3 million shares of the Company’s common stock		5,700
Contingent consideration arrangement – up to 6.6 million shares of the Company’s common stock		11,400
Fair value of total consideration transferred	$	57,789

The fair values of assets acquired and liabilities assumed were based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period. Due to the timing of the acquisition at the end of the September 28, 2025 quarterly period, the purchase price accounting remains open for the components of working capital, identification and valuation of intangibles and allocation of goodwill to reportable segments. The Company has elected the practical expedient within ASC 805-20-30-27 through 805-20-30-30 to recognize and measure contract liabilities in accordance with ASC 606 – Revenue from Contracts with Customers as if it had originated the acquired contract. Thus, the amount of any contract liabilities immediately prior to the acquisition will be the comparable amounts recognized in the determination of assets acquired and liabilities assumed by the Company.

The following table summarizes the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands):

Net assets acquired (As Restated):
Accounts receivable	$	257
Prepaid expenses and other current assets		387
Property and equipment		241
Operating lease right-of-use assets		313
Other noncurrent assets		552
Intangibles		25,922
Contract liabilities		(10,437	)
Accounts payable		(184	)
Accrued expenses and other current liabilities		(1,322	)
Operating lease liabilities		(215	)
Fair value of net tangible assets acquired		15,514
Goodwill recognized		42,275
Consideration transferred	$	57,789

As of the date of acquisition the intangible assets acquired and estimated useful lives were as follows:

	Estimated useful life	Amount
Customer related intangible	1 year	$	9,279
Trademark - Sunder	5 years		2,427
Developed technology - Sunder	5 years		14,216
Balance at end of period		$	25,922

Goodwill represents the excess of the preliminary 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. The goodwill is tax deductible.

The Sunder acquisition contributed $4.3 million in revenue and $0.3 million of income before income taxes for the period from the acquisition date to September 28, 2025.

Unaudited pro forma financial information

The following presents the unaudited pro forma consolidated financial information of the Company for the periods presented, as if the SunPower Acquisition and Sunder had been acquired as of January 1, 2024.

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 acquisition of SunPower Acquisition or Sunder. The pro forma results do not necessarily reflect the actual results of operations of the combined business (in thousands).

	Thirty-Nine Weeks Ended
	September 28,			September 29,
	2025			2024
Pro forma revenue	$	276,353		$	319,639
Pro forma net loss from continuing operations		(45,402	)		(364,510	)

(5) Fair Value Measurements

The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis (in thousands):

	As of September 28, 2025
	Level 1		Level 2		Level 3		Total
Financial Assets		(As Restated)

Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	21,664	$	21,664
July 2024 Notes derivative liability – related parties		—		—		13,940		13,940
September 2024 derivative liability		—		—		52,708		52,708
September 2024 derivative liability – related parties		—		—		6,515		6,515
July 2025 Note derivative liability– related party		—		—		3,468		3,468
September 2025 Notes derivative liability		—		—		16,274		16,274
Forward purchase agreement liabilities		—		—		4,301		4,301
Public warrants		2,588		—		—		2,588
Private placement warrants		—		—		1,880		1,880
Working capital warrants		—		—		215		215
SAFE Agreement with related party		—		—		497		497
Total	$	2,588	$	—	$	121,462	$	124,050

	As of December 29, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	13,563	$	13,563
July 2024 Notes derivative liability – related parties		—		—		21,127		21,127
September 2024 Notes derivative liability		—		—		55,474		55,474
September 2024 Notes derivative liability – related parties		—		—		6,958		6,958
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,494		3,494
Public warrants		862		—		—		862
Private placement warrants		—		—		627		627
Working capital warrants		—		—		72		72
SAFE Agreement with related party		—		—		384		384
Total	$	862	$	—	$	101,699	$	102,561

⁽¹⁾	Includes $1.3 million due to related parties as of and December 29, 2024.

Subsequent to issuance, changes in the fair value of the derivative liabilities, liability classified warrants, forward purchase agreements and SAFEs are recorded within Other expense, net in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.

Derivative liabilities

The Company issued derivative liabilities in conjunction with the issuance of certain convertible notes in July 2024 September 2024 and July 2025 (as defined in Note 10 – Borrowings and Derivative Liabilities). The Company valued the derivative liabilities as of September 28, 2025, and December 29, 2024 using a binomial lattice model, which includes Level 3 unobservable inputs. The key inputs used were dividend yield, the Company’s common stock price, volatility, and risk-free rate of the derivative liabilities.

The July 2024 Notes derivative liability valuation included the following inputs:

	As of
	September 28, 2025			December 29, 2024
Coupon rate		12.0	%		12.0	%
Conversion rate		595.24			595.24
Conversion price	$	1.68		$	1.68
Common stock price	$	1.77		$	1.81
Risk-free rate		3.7	%		4.43	%
Volatility		73.9	%		62.0	%
Dividend yield		0.0	%		0.0	%

The September 2024 Notes derivative liability valuation included the following inputs:

	As of
	September 28, 2025			December 29, 2024
Coupon rate		7.0	%		7.0	%
Conversion rate		467.84			467.84
Conversion price	$	2.14		$	2.14
Common stock price	$	1.77		$	1.81
Risk-free rate		3.7	%		4.43	%
Volatility		77.8	%		66.6	%
Dividend yield		0.0	%		0.0	%

The July 2025 Note derivative liability valuation included the following inputs:

	As of
	September 28, 2025
Coupon rate		12.0	%
Conversion rate		558.66
Conversion price	$	1.79
Common stock price	$	1.77
Risk-free rate		3.7	%
Volatility		75.1	%
Dividend yield		0.0	%

The September 2025 Notes derivative liability valuation included the following inputs:

	As of
	September 28, 2025
Coupon rate		7.0	%
Conversion rate		467.84
Conversion price	$	2.14
Common stock price	$	1.77
Risk-free rate		3.7	%
Volatility		77.8	%
Dividend yield		0.0	%

Public warrants

The public warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument and therefore are considered a Level 1 instrument in the fair value hierarchy.

Private placement and working capital warrants

The private placement and working capital warrants are measured at fair value. The Company valued the private placement and working capital warrants, based on a Black-Scholes Option Pricing Method, which included the following inputs:

	As of
	September 28,			December 29,
	2025			2024
Expected term		2.81 years			3.56 years
Expected volatility		169.0	%		68.1	%
Risk-free rate		3.65	%		4.39	%
Expected dividend yield		0.00	%		0.00	%

Forward purchase agreement liabilities

In the Third Quarter 2025, the Company entered into individual amendments with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Meteora”), Sandia Investment Management LP (“Sandia”) and Polar (collectively, the “FPA Amendments”) which among other things, extended the valuation date applicable to each of the FPAs.

FPAs are measured at fair value on a recurring basis using a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period, which included the following inputs:

	As of
	September 28,			December 29,
	2025			2024
VWAP	$	1.86		$	1.78
Simulation period		0.80 years			0.55 years
Risk-free rate		3.73	%		4.28	%
Volatility		84.8	%		117	%

SAFE agreement with related party

The SAFE Agreement was valued based on a conversion probability of 50% based on historical SAFE agreements and a 50% discount rate at the time of conversion as of September 28, 2025, and December 29, 2024.

Financial liabilities not measured at fair value:

The July 2024 Notes, the September 2024 Notes, the July 2025 Note, and the September 2025 Notes were fair valued using a binomial lattice model, which includes Level 3, unobservable inputs. The key inputs used are consistent with those used to fair value the derivative liabilities as discussed under Derivative Liabilities above. The following table sets forth the Company’s financial liabilities that were not measured at fair value, on a non-recurring basis (in thousands):

	As of September 28 2025
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
	(As Restated)
12.0% senior unsecured convertible notes
July 2024 Notes	$	36,576	$	(16,325	)	$	20,251	$	33,130
July 2024 Notes – related parties		18,000		(10,332	)		7,668		23,099
Subtotal July 2024 Notes		54,576		(26,657	)		27,919		56,229
July 2025 Note – related party		5,000		(3,627	)		1,373		6,250
Subtotal – 12% senior unsecured convertible notes		59,576		(30,284	)		29,292		62,479

7.0% senior unsecured convertible notes
September 2024 Notes		71,250		(56,099	)		15,151		77,744
September 2024 Notes – related parties		8,750		(6,934	)		1,816		9,548
Subtotal September 2024 Notes		80,000		(63,033	)		16,967		87,292
September 2025 Note		22,000		(18,932	)		3,068		25,090
Subtotal – 7% senior unsecured convertible notes		102,000		(81,965	)		20,035		112,382
Total (As Restated)	$	161,576	$	(112,249	)	$	49,327	$	174,861

	As of December 29, 2024
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
12.0% senior unsecured convertible notes
July 2024 Notes	$	22,765	$	(10,874	)	$	11,891	$	21,390
July 2024 Notes – related parties		33,969		(16,877	)		17,092		33,323
Subtotal July 2024 Notes		56,734		(27,751	)		28,983		54,713

7.0% senior unsecured convertible notes
September 2024 Notes		71,800		(66,164	)		5,636		77,245
September 2024 Notes – related parties		8,000		(7,524	)		476		8,583
Subtotal September 2024 Notes		79,800		(73,688	)		6,112		85,828
Total	$	136,534	$	(101,439	)	$	35,095	$	140,541

(1)

Excludes capitalized interest (coupon interest, default interest and failure to file interest) of $11.0 million and $13.6 million as of September 28, 2025 and December 29, 2024, respectively, included in the July 2024 Notes.

(6) Other Intangible Assets

The Company’s other intangible assets were acquired in connection with the SunPower Acquisition and Sunder acquisition transactions. The following table represents the Company’s other intangible assets with finite useful lives as of September 28, 2025, and December 29, 2024 (in thousands):

As of September 28, 2025	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Customer related intangible	$	9,279	$	—		$	9,279
Trademark – Blue Raven Solar ⁽¹⁾		7,094		(840	)		6,254
Trademark – SunPower ⁽¹⁾		4,300		(520	)		3,780
Trademark – Sunder		2,427		—			2,427
Developed technology ⁽¹⁾		4,500		(1,500	)		3,000
Developed technology – Sunder		14,216		—			14,216
Total	$	41,816	$	(2,860	)	$	38,956

As of December 29, 2024	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trademark – Blue Raven Solar ⁽¹⁾	$	8,400	$	(210	)	$	8,190
Trademark – SunPower ⁽¹⁾		5,200		(130	)		5,070
Developed technology ⁽¹⁾		4,500		(375	)		4,125
Total	$	18,100	$	(715	)	$	17,385

(1)

The gross carrying amounts as of September 28, 2025 reflect the final allocation of the purchase consideration in connection with the SunPower Acquisition. The gross carrying amounts as of December 29, 2024 were provisional amounts.

Aggregate amortization expense of intangible assets was $0.7 million and $2.1 million for the thirteen and thirty-nine week periods ended September 28, 2025, respectively. Amortization expense was zero in each of the thirteen and thirty-nine week periods ended September 29, 2024. Amortization expense is recognized within cost of revenues and general and administrative expenses in the accompany unaudited condensed consolidated statements of operations and comprehensive loss.

(7) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	As of
	September 28,		December 29,
	2025		2024
	(As Restated)
Accrued compensation and benefits	$	5,983	$	6,619
Professional fees		3,819		8,028
Accrued legal settlements		9,153		7,700
Accrued rebates and credits		5,769		7,641
Accrued interest ⁽¹⁾		4,471		4,523
Deferred consideration – related party		5,700		—
Investor financing deposit – related party ⁽²⁾		2,000		—
Other accrued liabilities ⁽³⁾		20,355		21,570
Total accrued expenses and other current liabilities	$	57,250	$	56,081

⁽¹⁾	Includes related party accrued interest of $1.3 million and $2.2 million as of September 28, 2025 and December 29, 2024, respectively.

⁽²⁾	The Company received $2.0 million from the Rodgers Massey Revocable Living Trust (“Rodgers Revocable Trust”) in the period ended September 28, 2025.

⁽³⁾	No individual items exceed 5% of total current liabilities.

(8) Other Expense, Net

Other expense, net consists of the following (in thousands):

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
Loss on issuance of derivative liabilities⁽¹⁾	$	—		$	(24,688	)	$	—		$	(24,688	)
Change in fair value of derivative liabilities⁽²⁾		(2,034	)		(37,875	)		1,639			(37,875	)
Change in fair value of forward purchase agreement liabilities⁽³⁾		(2,420	)		7,728			(807	)		4,906
Change in fair value of SAFE Agreement with related party		(79	)		(900	)		(113	)		(900	)
Change in fair value of FACT public, private placement and working capital warrants		(78	)		(6,052	)		(3,122	)		(6,295	)
Change in fair value of Carlyle Warrants with related party		—			—			—			2,869
Change in fair value of redeemable convertible preferred stock warrant liability		—			—			—			1,310
Loss on conversion of SAFE Agreements to common stock with related party		—			—			—			(1,250	)
Other financing costs		—			(3,812	)		—			(3,812	)
Other, net⁽⁴⁾		355			(85	)		679			(499	)
Total Other Expense, net	$	(4,256	)	$	(65,684	)	$	(1,724	)	$	(66,234	)

(1)	Includes $3.0 million of related party expense in each of the thirteen and thirty-nine week periods ended September 29, 2024.

(2)

Includes a loss of $0.3 million and a gain of $1.8 million due to related parties in the thirteen and thirty-nine week periods ended September 28, 2025, respectively. Includes a loss of $22.8 million due to related parties in each of the thirteen and thirty-nine week periods ended September 29, 2024. Refer to Note 10 – Borrowings and Derivative Liabilities for details.

(3)

Includes a gain of zero and $0.1 million due to related parties for the thirteen and thirty-nine week periods ended September 28, 2025, respectively. Includes a gain from related parties of $2.8 million and $1.8 million due to related parties in the thirteen and thirty-nine week periods ended September 29, 2024, respectively.

(4)	Includes zero and $0.1 million of income due to related parties in the thirteen and thirty-nine week periods ended September 28, 2025, respectively.

(9) Capital Stock

The Company has authorized the issuance of 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock as of September 28, 2025. No preferred stock has been issued and none are outstanding as of September 28, 2025.

Common stock purchase agreement

On July 16, 2024, the Company entered into a common stock purchase agreement with White Lion Capital, LLC (“White Lion”), as amended on July 24, 2024 (“White Lion SPA”), and a related registration rights agreement for an equity line of credit financing facility. Pursuant to the White Lion SPA, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $30 million in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to the caps and certain limitations and conditions set forth in the White Lion SPA, including terms that restrict the ability of the Company to issue shares of common stock to White Lion that would result in White Lion beneficially owning more than 9.99% of the Company’s outstanding common stock.

On August 14, 2024, the Company entered into Amendment No. 2 to the White Lion SPA (collectively with the White Lion SPA “White Lion Amended SPA”). The White Lion Amended SPA provides that the Company may notify White Lion to exercise the Company’s right to sell shares of its common stock by delivering an Hour Rapid Purchase Notice. If the Company delivers an Hour Rapid Purchase Notice, the Company shall deliver to White Lion shares of common stock not to exceed the lesser of (i) five percent of the Average Daily Trading Volume on the date of an Hour Rapid Purchase Notice and (ii) 100,000 shares of common stock. The closing of the transactions under an Hour Rapid Purchase Notice will occur one Business Day following the date on which the Hour Rapid Purchase Notice is delivered. At such closing, White Lion will pay the Company the Hour Rapid Purchase Investment Amount equal to the number of shares of common stock subject to the applicable Hour Rapid Purchase Notice multiplied by the lowest traded price of the Company’s common stock during the one-hour period following White Lion’s consent to the acceptance of the applicable Hour Rapid Purchase Notice.

Under the White Lion Amended SPA, the Company issued 1.0 million and 2.9 million shares of the Company’s common stock for proceeds of $1.7 million and $6.7 million in the thirty-nine week period ended September 28, 2025 and fiscal year ended December 29, 2024, respectively.

The Company has reserved shares of common stock for issuance related to the following:

	As of
	September 28,		December 29,
	2025		2024
		(As Restated)
Common stock warrants		25,670,265		31,670,265
Employee stock purchase plan		3,174,434		2,628,996
Stock options and RSUs, issued and outstanding		21,549,600		11,979,368
Stock options and RSUs, authorized for future issuance		9,986,173		2,577,895
SAFE Agreement		2,750,000		2,750,000
Forward purchase agreements		6,720,000		6,720,0000
Convertible notes		77,821,528		58,579,636
Deferred consideration		6,666,666		—
Total shares reserved		154,338,666		116,906,160

Warrants

The potential number of shares of the Company’s common stock for outstanding warrants were as follows:

	Potential shares of common stock as of				Exercise
	September 28, 2025		December 29, 2024		price per share		Expiration date
Liability classified warrants
Public Warrants		6,266,667		6,266,667	$	11.50	July 18, 2028 ⁽¹⁾
Private Placement Warrants		8,625,000		8,625,000		11.50	July 18, 2028 ⁽¹⁾
Working Capital Warrants		716,668		716,668		11.50	July 18, 2028 ⁽¹⁾
Total shares of common stock – liability classified warrants		15,608,335		15,608,335
Equity classified warrants
Series B Warrants (converted to common stock warrants)		5,054		5,054	$	4.30	February 2026
Series C Warrants (converted to common stock warrants)		482,969		482,969		1.00	July 2026
Series C-1 Warrants (converted to common stock warrants)		173,067		173,067		0.01	January 2030
SVB Common Stock Warrants		2,473		2,473		0.38	2033
SVB Common Stock Warrants		2,525		2,525		0.62	2033
Promissory Note Common Stock Warrants		24,148		24,148		0.01	October 2031
July 2023 Common Stock Warrants		38,981		38,981		0.01	July 2028
Common Stock Warrants Issued in 2023 (“Merger Warrants”)		6,266,572		6,266,572		11.50	July 18, 2033
Ayna Warrant		—		6,000,000		0.01	June 2029
Cantor Warrant		3,066,141		3,066,141		1.68	June 2029
Total shares of common stock – equity classified warrants		10,061,930		16,061,930
Total potential shares of common stock		25,670,265		31,670,265

⁽¹⁾	The warrants expire five years after the Closing date of the Mergers, which date was July 18, 2023, or earlier upon redemption or liquidation.

Ayna warrant

On June 17, 2024, a warrant to purchase 6,000,000 shares of the Company’s common stock (“Ayna Warrant”) was issued to Ayna.AI LLC (“Ayna”) at an exercise price per share of $0.01, subject to the provisions and upon the terms and conditions set forth in the Ayna Warrant. At issuance, the fair value of the Ayna Warrant was determined to be $9.2 million, based on the intrinsic value of the Ayna Warrant and the $0.01 per share exercise price. The Ayna Warrant was set to expire on June 17, 2029. The issuance of the Ayna Warrant by the Company was in satisfaction of the compensation for services provided to the Company by Ayna under the terms of a statement of work (“Ayna SOW”), signed May 21, 2024 (and effective as of March 12, 2024), as incorporated into a master services agreement dated March 12, 2024. Under the Ayna SOW, Ayna provided services in connection with the anticipated return of the Company to cash-flow positive performance.

The Ayna Warrant was accounted for under ASC 718 Compensation – Stock Compensation as it met the conditions for equity classification and therefore, the Ayna Warrant was not subsequently remeasured in future periods. The Company recognized expense of $3.8 million and $5.4 million in the thirteen and thirty-nine week periods ended September 29

SunPower Inc. 10-Q/A