--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-25-092329" form_type: "8-K" ticker: "SPWR" cik: "0001838987" company_name: "SunPower Inc." filed_at: "2025-09-26T23:59:59+00:00" generated_at: "2026-05-17T05:36:08.793369+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Complete Solaria closes acquisition of Sunder Energy, issues $22M convert notes and $20M seller note ## Summary - Completed acquisition of Sunder Energy LLC for $20M cash, $20M seller note, and up to ~10M common shares (3.33M initial plus 6.67M deferred subject to stockholder approval). - Issued $22M aggregate principal of 7% Convertible Senior Notes due 2029; net proceeds $19.8M used to fund cash portion and transaction expenses. - Issued a $20M seller note to the member at 7% interest, maturing May 2026 or earlier upon change of control or default. - Initial consideration shares of 3,333,334 common stock issued at closing; deferred shares require Nasdaq approval and shareholder vote. - Financial statements of Sunder not yet available; will be filed by amendment within 71 days of this 8-K. ## SEC filing metadata - accession: 0001213900-25-092329 - form_type: 8-K - ticker: SPWR - cik: 0001838987 - company_name: SunPower Inc. - filed_at: 2025-09-26T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1838987/000121390025092329/0001213900-25-092329-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838987/000121390025092329/ea0258650-8k_complete.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-092329 - JSON: https://secwatch.observer/filing/0001213900-25-092329.json - Plain text: https://secwatch.observer/filing/0001213900-25-092329.txt ## Key facts - Debt Financings SunPower Inc. incurred debt of $20,000,000 with the Member at 7.0% per annum, compounded quarterly maturing the earlier of (i) May 15, 2026 and (ii) the date on which all amounts under the Seller Note otherwise become due and payable following an event of default. - Principal: $20,000,000 - Counterparty: the Member - Rate: 7.0% per annum, compounded quarterly - Maturity: the earlier of (i) May 15, 2026 and (ii) the date on which all amounts under the Seller Note otherwise become due and payable following an event of default - Event: incurrence source text: the Company issued the Seller Note to the Member in connection with the Closing of the transactions under the Membership Interest Purchase Agreement. The Seller Note has an original principal amount of $20,000,000. The Seller Note bears interest at 7.0% per annum, compounded quarterly, and the maturity date under the Seller Note is the earlier of (i) May 15, 2026 and (ii) the date on which all amounts under the Seller Note otherwise become due and payable following an event of default. evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000121390025092329/0001213900-25-092329-index.htm - Debt Financings SunPower Inc. incurred convertible notes of $22,000,000 with note purchasers under September 2025 Note Purchase Agreements at 7.00% per year maturing July 1, 2029. - Instrument: convertible notes - Principal: $22,000,000 - Counterparty: note purchasers under September 2025 Note Purchase Agreements - Rate: 7.00% per year - Maturity: July 1, 2029 - Event: incurrence source text: the Company closed the transactions under the September 2025 Note Purchase Agreements, and the Company issued $22,000,000 aggregate principal amount of the 7.00% Notes on September 23, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000121390025092329/0001213900-25-092329-index.htm - M&A Transactions SunPower Inc. completed an acquisition involving Chicken Parm Pizza LLC for $20,000,000 cash, $20,000,000 seller note, and 3,333,334 shares of common stock initially plus up to 6,666,666 additional shares subject to stockholder approval (closed 2025-09-24). - Action: acquisition - Counterparty: Chicken Parm Pizza LLC - Consideration: $20,000,000 cash, $20,000,000 seller note, and 3,333,334 shares of common stock initially plus up to 6,666,666 additional shares subject to stockholder approval - Closing: 2025-09-24 source text: On September 24, 2025, the Company, Buyer, Sunder and the Member completed the closing under the Membership Interest Purchase Agreement (the “ Closing ”). Upon the Closing, the Buyer acquired all of the equity interests of Sunder from the Member in consideration for: (i) $20,000,000 in cash paid at the Closing, subject to customary balance sheet and working capital adjustments (the “ Closing Cash Consideration ”); (ii) a promissory note issued at the Closing by the Company to the Member in the principal amount of $20,000,000 (the “ Seller Note ”); (iii) 3,333,334 shares of common stock of the Company, $0.0001 par value per share (the “ Common Stock ”), issued at the Closing by the Company to the Member (the “ Initial Consideration Shares ”); and (iv) subject to approval of such issuances by the Company’s stockholders following the Closing in accordance with the rules and regulations of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635(a)), (x) an additional 3,333,333 shares o evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000121390025092329/0001213900-25-092329-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.