{"url_path":"/sec/spwr/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q/A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1838987/0001213900-26-058557-index.html","accession_number":"0001213900-26-058557","cik":"0001838987","ticker":"SPWR","issuer_name":"SunPower Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1838987/0001213900-26-058557-index.html","primary_entity_key":"0001838987","primary_entity_name":"SunPower Inc."},"word_count":1281,"has_tables":true,"body_markdown":"**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\nWashington, D.C. 20549\n\n** **\n\n**FORM 10-Q/A**\n\n** **\n\n☒\n**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n** **\n\nFor the quarterly period ended March 30, 2025\n\n** **\n\n**OR**\n\n** **\n\n☐\n**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n** **\n\nFor the transition period\n        from         to\n\n** **\n\n**Commission file number 001-40117**\n\n** **\n\n**SUNPOWER INC.**\n\n(Exact Name of Registrant as Specified in Its Charter)\n\n** **\n\n**Delaware**   **93-2279786**\n\n(State or Other Jurisdiction of\n\nIncorporation or Organization)    (I.R.S. Employer\n\nIdentification Number)\n\n** **\n\n**1403 N. Research Way, Orem UT 84097**\n\n(Address of Principal Executive Offices) (Zip Code)\n\n**(877) 299-4943**\n\n‎(Registrant’s telephone number, including\narea code)\n\n \n\n \n\n(Former name, former address and former fiscal\nyear, if changed since last report)\n\n \n\nSecurities registered pursuant to Section 12(b)\nof the Act:\n\n \n\n**Title of Each Class**   **Trading Symbol(s)**   **Name of Each Exchange on Which Registered**\n\nCommon stock, par value $0.0001 per share   SPWR   Nasdaq\n\n         \n\nRedeemable warrants, each whole warrant exercisable for one share of common stock   SPWRW   Nasdaq \n\n \n\nSecurities registered pursuant to Section 12(g)\nof the Act:\n\n** **\n\n**None**\n\n** **\n\nIndicate by check mark whether the Registrant\n(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\n12 months (or for such shorter period that the Registrant was required to file such reports), ‎and (2) has been subject to such filing\nrequirements for the past 90 days‎ Yes ☐ No ☒\n\n** **\n\nIndicate by check mark whether the Registrant\nhas submitted electronically every Interactive Data File required to be submitted ‎pursuant to Rule 405 of Regulation S-T (§\n232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ‎Registrant was required to submit such\nfiles).‎ Yes ☒ No ☐\n\n** **\n\nIndicate by check mark whether the Registrant\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller ‎reporting company, or an emerging growth company.\nSee the definitions of “large accelerated filer,” “accelerated filer,” “smaller ‎reporting company,”\nand “emerging growth company” in Rule 12b-2 of the Exchange Act.‎\n\n** **\n\nLarge accelerated filer ☐ Accelerated filer ☐\n\nNon-accelerated filer  ☒ Smaller reporting company ☒ \n\n    Emerging growth company ☒ \n\n \n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for ‎complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act.‎ ☐\n\n \n\nIndicate by check mark whether the Registrant\nis a shell company (as defined in Rule 12b-2 of ‎the Act).‎‎ Yes ☐\nNo ☒\n\n \n\nAs of May 16, 2025, 80,272,256 shares of common stock, par value $0.0001\nper share, were issued and outstanding.\n\n \n\n \n\n \n\n \n\n**EXPLANATORY NOTE**\n\n \n\n**Overview**\n\n** **\n\n****\n\nSunPower Inc. (“SunPower”\nor the “Company”) is filing this Amendment No. 1 on Form 10Q/A (the ”Amended Report”) to amend and restate certain\nitems in its Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025 originally filed with the U.S. Securities and\nExchange Commission (the “SEC”) on May 19, 2025 (the “Original Report\"), in order to reflect the effects of the\nrestatement of the financial statements included the Original Report (the \"Restatement\"). This Amended Report includes the\nCompany’s restated unaudited condensed consolidated financial statements as of and for the thirteen week period ended March 30,\n2025 to correct errors related to the recognition of revenues, cost of revenues, stock-based compensation expense and interest and amortization\nof debt discount expense, and the related balance sheet accounts including accounts receivable, net, inventories, accrued expenses and\nother current liabilities, notes payable, current, notes payable and derivative liabilities, net of current portion, notes payable and\nderivative liabilities with related parties, net of current portion and additional paid-in capital. The Company also identified payroll\nand amortization expense classification errors within cost of revenues and operating expenses, which did not have any impact on the Company’s\nnet operating results but misstated the expense categories within the unaudited condensed consolidated statements of operations.\n\n** **\n\n**Restatement Background**\n\n** **\n\nAs previously disclosed\nby the Company in its Current Report on Form 8-K filed with the SEC on April 14, 2026, the Company identified material errors related\nto the recognition of revenue (and related cost of revenues, sales commissions, sales and marketing, and general and administrative expenses),\nand interest expense (collectively “Misstatements”). The Company has determined that these material errors were the result\nof its previously reported material weaknesses in its internal control over financial reporting related to the Company’s control\nactivities, information and communication, and monitoring activities. These errors were not caused by any override of controls, misconduct,\nor fraud. The correction of the Misstatements impact the previously reported amounts of revenues, cost of revenues, interest expense\nand amortization of debt discount and issuance costs, inventory, net income per common share, and all related financial statement subtotals\nand totals. In addition to correcting the Misstatements, the Amended Filings also reflect adjustments to correct unrelated errors to\nother financial statement line items identified by the Company in prior periods which include, but are not limited to, adjustments to\nthe reclassification of current and non-current debt obligations, reclassification of payroll expenses between cost of revenues and operating\nexpenses, and the vesting of restricted stock units and related stock-based compensation expense.\n\n \n\nRefer to **Note\n2 - Restatement of Previously Issued Unaudited Condensed Financial Statements** in the Notes to Unaudited Condensed Consolidated\nFinancial Statements - for more information related to the Restatement, including the impact on the Company’s Consolidated Financial\nStatements.\n\n \n\n \n\n \n\n**Internal Control Considerations**\n\n** **\n\nIn connection with preparing this Amended\nReport, management has updated its evaluation of the effectiveness of its internal control over financial reporting as of March 30, 2025,\nas further described in Part I, Item 4. \"Controls and Procedures\" of this Amended Report. Consistent with the conclusion in\nPart II, Item 9A. \"Controls and Procedures\" of the Annual Report filed on April 14, 2026 on Form 10-K for the fiscal year ended\nDecember 28, 2025, management continued to conclude that its internal control over financial reporting and disclosure controls and procedures\nwere not effective as of March 30, 2025 due to the previously identified material weaknesses in its internal control over financial reporting.\n\n \n\n**Items Amended in this Amended Report**\n\n** **\n\nThis Amended Report amends and restates the sections of the Original\nReport listed below, with modifications as necessary to reflect the restatement.\n\n \n\n●Part I, Item\n1. Financial Statements (Unaudited)\n\n \n\n●Part I, Item\n2. Management’s Discussion and Analysis of Financial Condition and Results of Operations\n\n \n\n●Part I, Item\n4. Controls and Procedures\n\n \n\n●Part II, Item\n6. Exhibits\n\n \n\nExcept as described above, this Amended Report does not amend, update,\nor change any other disclosures in the Original Report. Among other things, except as related to the Restatement, forward looking statements\nmade in the Original Report have not been revised to reflect events that occurred or facts that became known to the Company after the\nfiling of the Original Report, and such forward looking statements should be read in their historical context. As such, this Amended Report\nspeaks only as of the date the Original Report was filed, and the Company has not undertaken herein to amend, supplement, or update any\ninformation contained in the Original Report and the Company’s other filings with the SEC subsequent to the Original Report (including,\nwithout limitation, in conjunction with the risk factors included in such subsequent SEC filings).\n\n \n\nIn addition, as required by Rule 12b-15 under the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal\nfinancial officer are filed as exhibits to this Amendment.\n\n \n\n \n\n \n\n \n\n**SUNPOWER INC.**\n\n** **\n\n**TABLE OF CONTENTS**\n\n \n\n \n \n**PAGES**\n\n \n[Special Note Regarding Forward-Looking Statements](#a_001)\nii\n\n \n[Summary Risk Factors](#a_002)\niv\n\n \n \n \n\n[**PART I.**](#a_003)\n[**FINANCIAL INFORMATION**](#a_003)\n1"}