UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2024

SunPower Corporation

(Exact name of registrant as specified in its charter)

001-34166

(Commission File Number)


Delaware			94-3008969
(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)

880 Harbour Way South, Suite 600, Richmond, California 94804

(Address of principal executive offices, with zip code)

(408) 240-5500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.001 par value per share	SPWR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 12.0104. ~~Entry~~Triggering ~~into~~Events that Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement.~~Obligation or an Obligation under an Off-Balance Sheet Arrangement

~~The~~On ~~information~~August ~~set~~6, ~~forth~~2024, SunPower Corporation (the “Company”) received the below ~~under~~letters ~~Item~~(together, ~~1.03~~the “HASI Notices”) from affiliates of ~~this~~Hannon ~~Current~~Armstrong ~~Report~~Sustainable onInfrastructure ~~Form~~Capital, ~~8-K~~Inc. (“~~Report~~HASI”) ~~regarding~~related to the ~~Asset~~relevant ~~Purchase~~mezzanine ~~Agreement~~loan agreement (collectively, the “Loan Agreements”). The Loan Agreements relate to entities indirectly owned or controlled by SunStrong Capital Holdings, LLC, a joint venture between the Company and an affiliate of HASI, to finance the Company’s residential lease solar projects and loan portfolios. The HASI Notices allege that one or more events of default have occurred under the Loan Agreements in connection with the filings of the Chapter 11 Cases (as defined below) isand ~~incorporated~~related ~~herein~~events. Under certain support and indemnification agreements entered into between the Company and affiliates of HASI in connection with the Loan Agreements, the Company agreed to indemnify HASI for losses up to the total loan amounts outstanding under the Loan Agreements for certain events, which include events of defaults under certain portfolio senior loan agreements caused by ~~reference~~actions or inactions by the Company. In order for the Company to owe amounts pursuant to the support and indemnification agreements, HASI would need to deliver an indemnification claim to the Company showing a loss has occurred.

~~Item~~•The Notice of Events of Default; Reservation of Rights under that certain Loan Agreement, dated as of March 31, 2022, by and between Dorado 1~~.03.~~ ~~Bankruptcy~~Mezzanine orBorrower, ~~Receivership~~LLC, a Delaware limited liability company, as borrower, and HAT Dorado Capital Lender 1 LLC, a Delaware limited liability company, as lender.

On•The ~~August~~Notice 5,of ~~2024~~Events ~~(the~~of ~~“Petition~~Default; ~~Date”),~~Reservation ~~SunPower~~of ~~Corporation~~Rights ~~(the~~under ~~“Company”)~~that ~~and~~ certain ofLoan ~~its direct and indirect subsidiaries (collectively~~Agreement, ~~the~~dated ~~“Company~~as ~~Parties”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11~~ of ~~the~~July ~~U.S.~~2, ~~Bankruptcy~~2021, ~~Code~~by ~~(the~~and ~~“Bankruptcy~~between ~~Code”)~~SunStrong inCommercial ~~the~~Holdings, ~~U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On the Petition Date~~LLC, ~~the Company Parties filed~~ a ~~motion~~Delaware ~~with~~limited ~~the~~liability ~~Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption “In re SunPower Corporation~~company, etas ~~al.~~borrower, ~~Case~~and ~~No.~~HA ~~24-11649”.~~Felix ~~The~~Lender ~~Company~~LLC, ~~Parties intend to use this court-supervised process to pursue~~ a ~~range~~Delaware oflimited ~~options~~liability tocompany, ~~maximize~~as ~~value of their assets and address their financial obligations~~lender.

•The ~~Company~~Notice ~~Parties~~of ~~continue~~Events ~~to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction~~ of ~~the~~Default; ~~Bankruptcy~~Reservation ~~Court and in accordance with the Bankruptcy Code and orders~~ of ~~the~~Rights ~~Bankruptcy~~under ~~Court.~~that ~~The~~certain ~~Company~~Loan ~~Parties~~Agreement, ~~have~~dated ~~filed~~as ~~a number~~ of ~~customary~~February ~~“first~~22, ~~day”~~2024, ~~motions~~by ~~seeking~~and ~~the~~between ~~Bankruptcy~~Juniper ~~Court’s~~1 ~~authorization~~Mezzanine toBorrower, ~~support their operations during the court-supervised process~~LLC, ~~including~~ a ~~consensual~~Delaware ~~cash~~limited ~~collateral~~liability ~~motion~~company, ~~and~~as aBorrower, ~~motion to pay certain employee wages~~ and ~~benefit~~HASI ~~obligations.~~Juniper ~~The~~Capital ~~Company~~Lender ~~Parties~~1 ~~expect~~LLC, ~~that~~a ~~the~~Delaware ~~Bankruptcy~~limited ~~Court~~liability ~~will~~company, ~~approve~~as ~~the relief sought in these motions on an interim basis~~lender.

~~Asset~~•The ~~Purchase~~Notice of Events of Default; Reservation of Rights under that certain Amended and Restated Loan Agreement, dated as of November 28, 2018, by and between SunStrong Capital Acquisition, LLC, a Delaware limited liability company, as borrower, and SunStrong Capital Lender LLC, a Maryland limited liability company, as lender.

On•The ~~August~~Notice 5,of ~~2024,~~Events ~~prior~~of toDefault; ~~the~~Reservation ~~filing~~ of ~~the~~Rights ~~Chapter~~under 11that ~~Cases,~~certain ~~the~~Loan ~~Company and its subsidiaries named therein (together, the “Sellers”) entered into an Asset Purchase~~ Agreement ~~(the “Asset Purchase Agreement”) with Complete Solaria~~, ~~Inc.,~~dated aas ~~Delaware~~of ~~corporation~~November ~~(“Purchaser”)~~28, ~~pursuant to which~~2018, ~~subject~~by ~~to the terms~~ and ~~conditions~~between ~~set~~SunStrong ~~forth~~2018-1 ~~in the Asset Purchase Agreement~~Mezzanine, ~~Purchaser agreed to acquire certain assets related to the Sellers’ Blue Raven Solar business~~LLC, ~~New~~a ~~Homes~~Delaware ~~business,~~limited ~~and~~liability ~~non-installing Dealer network (collectively~~company, ~~the~~as ~~“Assets”) and assume certain specified liabilities of the Sellers (collectively~~borrower, ~~the “Liabilities”~~ and ~~such~~SunStrong ~~acquisition~~Capital ofLender ~~the Assets and assumption of the Liabilities together~~LLC, ~~the “Transaction”), for~~ a ~~total~~Maryland ~~purchase~~limited ~~price~~liability ~~of $45~~company.0 ~~million in cash (the “Purchase Price”). 10% of the Purchase Price shall be paid by Purchaser into an escrow account (the “Deposit”).~~

~~Upon~~•The ~~Bankruptcy~~Notice ~~Court~~of ~~approval,~~Events ~~Purchaser~~of isDefault; ~~expected~~Reservation ~~to be designated as the “stalking horse” bidder in connection with a sale~~ of ~~the~~Rights ~~Assets~~ under ~~section~~that ~~363~~certain ofLoan ~~the~~Agreement, ~~Bankruptcy~~dated ~~Code.~~as ~~The Transaction will be conducted through a Bankruptcy Court-supervised process pursuant to Bankruptcy Court-approved bidding procedures and is subject to the receipt~~ of ~~higher~~January or13, ~~better offers from competing bidders at an auction~~2020, ~~approval of the sale~~ by ~~the Bankruptcy Court,~~ and ~~the~~among ~~satisfaction~~SunStrong ofCapital ~~certain~~Acquisition ~~conditions.~~OF, ~~Subject to Bankruptcy Court approval~~LLC, ina ~~the~~Delaware ~~event~~limited ~~that~~liability ~~Purchaser~~company, isas ~~not~~borrower, ~~the~~SunStrong ~~successful~~Capital ~~bidder~~Acquisition at3, ~~the auction~~LLC, ~~Purchaser may be entitled to~~ a ~~break-up~~Delaware ~~fee~~limited ~~equal~~liability tocompany, ~~approximately~~as 3%borrower, ofand ~~the~~SunStrong ~~Purchase~~Capital ~~Price~~Lender ~~plus~~6 ~~reimbursement~~LLC, ofa ~~expenses~~Maryland uplimited toliability ~~$550,000~~company.

•The ~~Asset~~Notice ~~Purchase~~of ~~Agreement~~Events ~~contains~~of ~~customary~~Default; ~~representations,~~Reservation ~~warranties and covenants~~ of ~~the~~Rights ~~parties~~under ~~for~~that acertain ~~transaction~~Loan ~~involving~~Agreement, ~~the~~dated ~~acquisition~~as of ~~assets~~April ~~from~~4, ~~a debtor in bankruptcy~~2023, by and ~~the~~between ~~completion~~RLP of1 ~~the~~Mezzanine ~~Transaction~~Borrower, isLLC, ~~subject to~~ a ~~number~~Delaware oflimited ~~customary~~liability ~~conditions~~company, ~~which,~~as ~~among others~~borrower, ~~include~~and ~~the~~HASI ~~entry~~Raven ofCapital anLender ~~order~~1 ~~of the Bankruptcy Court authorizing and approving the Transaction~~LLC, ~~the~~a ~~performance~~Delaware bylimited ~~each~~liability ~~party of its obligations under the Asset Purchase Agreement and the accuracy of each party’s representations~~company, ~~subject~~as ~~to certain materiality qualifiers~~lender.

•The ~~Asset~~Notice ~~Purchase~~of ~~Agreement~~Events ~~may~~of beDefault; ~~terminated~~Reservation byof ~~either~~Rights ~~party~~under inthat certain ~~scenarios~~Loan Agreement, ~~including~~dated ~~for~~as ~~breach or upon failure to obtain Bankruptcy Court approval. Upon termination~~ of ~~the~~June ~~Asset Purchase Agreement~~14, ~~the Deposit will be returned to Purchaser~~2019, ~~except~~by inand ~~the~~between ~~event~~8point3 ofSolar ~~certain~~InvestCo ~~specified~~3 ~~termination~~Holdings, ~~triggers~~LLC, ~~including~~a ~~due~~Delaware tolimited ~~the~~liability ~~Purchaser’s~~company, ~~material~~as ~~breach~~borrower, ofand ~~the~~HAT ~~Asset~~Terrier ~~Purchase~~Capital ~~Agreement~~LLC, ~~such~~a ~~that~~Maryland ~~the~~limited ~~closing~~liability ~~conditions specified therein could not be satisfied by September 30~~company, ~~2024~~as lender.

•The ~~foregoing~~Notice ~~summary~~ of ~~the~~Events ~~Asset~~of ~~Purchase~~Default; ~~Agreement~~Reservation ~~does~~of ~~not~~Rights ~~purport~~under tothat becertain ~~complete~~Loan ~~and~~Agreement, isdated ~~qualified~~as inof ~~its~~June ~~entirety~~6, 2019, by ~~the~~and ~~full~~between ~~text~~Ultralight ofMezzanine ~~the~~Borrower, ~~Asset Purchase Agreement~~LLC, a ~~copy~~Delaware oflimited ~~which~~liability iscompany, ~~filed~~ as ~~Exhibit~~borrower, ~~10.1~~and toHAT ~~this~~Ultralight ~~Report~~Capital ~~and~~Lender ~~incorporated~~LLC, ~~herein~~a byMaryland ~~reference~~limited liability company, as lender.

•The ~~representations,~~Notice ~~warranties~~of ~~and~~Events ~~covenants~~of ~~set~~Default; ~~forth~~Reservation inof ~~the~~Rights ~~Asset~~under ~~Purchase~~that ~~Agreement~~certain ~~have~~Loan ~~been made only for purposes of the Asset Purchase~~ Agreement, ~~and~~dated ~~solely~~as ~~for the benefit~~ of ~~the~~September ~~parties thereto~~17, ~~and may be subject to limitations agreed upon by the contracting parties~~2020, ~~including being qualified~~ by ~~confidential~~and ~~disclosures made for the purposes of allocating contractual risk~~ between ~~the~~Ultralight ~~parties~~2 toMezzanine ~~the~~Borrower, ~~Asset~~LLC, ~~Purchase~~a ~~Agreement~~Delaware ~~instead~~limited ofliability ~~establishing~~company, ~~these matters~~ as ~~facts. In addition~~borrower, ~~information regarding the subject matter of the representations~~ and ~~warranties~~HAT ~~made~~Ultralight inCapital ~~the~~Lender ~~Asset~~2 ~~Purchase~~LLC, ~~Agreement~~a ~~may~~Maryland ~~change~~limited ~~after~~liability ~~the date of the Asset Purchase Agreement and do not purport to be accurate as of the date of this Report. Accordingly~~company, ~~investors should not rely upon the representations and warranties in the Asset Purchase Agreement~~ as ~~statements of factual information~~lender.

~~Item~~As ~~2.03.~~of ~~Creation~~August of6, a2024, ~~Direct~~there ~~Financial~~was ~~Obligation~~approximately or$347.7 anmillion ~~Obligation~~unpaid principal due under anthe ~~Off-Balance~~Loan ~~Sheet~~Agreements ~~Arrangement~~related ofto athe ~~Registrant~~HASI Notices.

~~The~~Item ~~information~~3.01 ~~set~~Notice ~~forth~~of ~~under~~Delisting ~~Item~~or ~~1.03~~Failure ofto ~~this~~Satisfy ~~Report~~a isContinued ~~incorporated~~Listing ~~herein~~Rule byor ~~reference.~~Standard; Transfer of Listing

~~Item~~As ~~2.04.~~previously ~~Triggering~~disclosed, ~~Events~~on ~~that~~August ~~Accelerate~~5, or2024, ~~Increase~~the aCompany ~~Direct~~and ~~Financial~~certain ~~Obligation~~of orits andirect ~~Obligation~~and indirect subsidiaries filed voluntary petitions for relief (the “Chapter 11 Cases”) under anChapter ~~Off-Balance~~11 ~~Sheet~~of ~~Arrangement~~Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

~~The~~On ~~filing~~August 7, 2024, the Company received written notice (the “Delisting Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases ~~constitutes~~and anin ~~event~~accordance ofwith ~~default~~Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that ~~has~~the ~~accelerated~~Company’s ~~obligations~~common ~~under~~stock will be delisted from Nasdaq. Nasdaq also notified the ~~following~~Company, ~~debt~~as ~~instruments~~a ~~and~~separate ~~agreements~~basis ~~(collectively~~for delisting, that the ~~“Debt~~Company ~~Instruments”~~was not in compliance with Nasdaq Listing Rule 5250(c):(1) for failure to file its periodic financial reports. The Delisting Notice also advises the Company of its right to appeal Nasdaq’s determination pursuant to procedures set forth in Nasdaq Listing Rule 5800 Series. The Company does not intend to pursue an appeal.

~~•Credit~~Trading ~~Agreement,~~of ~~dated~~the asCompany’s common stock will be suspended at the opening of ~~September~~business ~~12,~~on ~~2022~~August 16, as2024. ~~amended~~Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission (the “SEC”), bywhich will remove the Company’s common stock from listing and ~~among~~registration on Nasdaq. As a result, the Company’s common stock is expected to commence trading on the Pink Open Market operated by the OTC Markets Group, ~~certain~~Inc. of(commonly ~~its~~referred ~~subsidiaries~~to as ~~guarantors~~the ~~party~~“pink ~~thereto~~sheets”). The Pink Open Market is a significantly more limited market than the Nasdaq, and quotation on the ~~lenders~~Pink Open Market will likely result in a less liquid market for existing and ~~L/C~~potential ~~issuers~~holders ~~party~~of ~~thereto,~~the Company’s common stock to trade the common stock and ~~Bank~~could further depress the trading price of ~~America,~~the NCompany’s common stock.A. The Company can provide no assurance that the common stock will continue to trade on this market, aswhether ~~administrative~~broker-dealers ~~agent;~~will continue to provide public quotes of the Company’s common stock on this market, or whether the trading volume of the Company’s common stock will be sufficient to provide for an efficient trading market for existing and potential holders of the Company’s common stock.

~~•Second~~On ~~Lien~~August ~~Credit~~12, ~~Agreement~~2024, ~~dated~~the asCompany ofissued ~~February~~a ~~14,~~press ~~2024,~~release byannouncing ~~and~~the ~~among~~Nasdaq ~~the~~delisting ~~Company,~~notice. ~~certain~~A copy of ~~its~~the ~~subsidiaries~~press asrelease ~~guarantors~~is ~~party~~being ~~thereto,~~filed ~~the~~as ~~lenders~~Exhibit ~~party~~99.1 ~~thereto,~~to ~~GLAS~~this ~~USA~~Current ~~LLC,~~Report ason ~~Administrative~~Form ~~Agent,~~8-K and ~~GLAS~~is ~~Americas,~~incorporated ~~LLC,~~herein asby ~~Collateral Agent~~reference.

~~The~~Cautionary ~~Debt~~Note ~~Instruments~~Concerning ~~provide~~Forward-Looking that, as of the filing of the Chapter 11 Cases, the unpaid principal and interest due thereunder shall be immediately due and payable, which such amounts are currently equal to approximately $509 million. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed upon the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement prescribed in the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.Statements

~~Item~~This 5Current Report on Form 8-K contains certain “forward-looking statements,” including statements regarding the delisting of the Company’s common stock from Nasdaq and trading in the Company’s common stock on the Pink Open Market.02 All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. ~~Departure~~federal and state securities laws. These statements may be identified by the use of ~~Directors~~forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or ~~Certain~~“would” ~~Officers~~or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Company’s actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to: risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; ~~Election~~the Company and its subsidiaries ability to negotiate and confirm a sale of ~~Directors~~assets under Section 363 of the Bankruptcy Code; ~~Appointment~~the effects of ~~Certain~~the ~~Officers~~Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s liquidation, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; ~~Compensatory~~the ~~Arrangements~~effects of ~~Certain~~the ~~Officers~~Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; objections to the Company’s restructuring process or other pleadings filed that could protract the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to comply with the restrictions imposed by the terms and conditions of its financing arrangements; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; finalization of the Company’s annual and quarterly financial statements; risks relating to the delisting of the Company’s common stock from Nasdaq and future quotation of the common stock; the impact of litigation and regulatory proceedings; the impact and timing of any cost-savings measures; covenants, defaults and events of default under the Company and its subsidiaries’ debt agreements; and other factors discussed in the Company’s Annual Report on Form 10-K/A filed with the SEC. These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov.

OnThe ~~August~~Company 2,cautions ~~2024,~~you that the ~~board~~list of ~~directors~~important offactors included in the Company’s ~~(the~~SEC ~~“Board”)~~filings ~~approved~~may ~~Matthew~~not ~~Henry,~~contain aall ~~Managing~~of ~~Director~~the atmaterial ~~Alvarez~~factors &that ~~Marsal~~are ~~North~~important ~~America,~~to ~~LLC~~you. ~~(“A&M”)~~In addition, asin ~~replacing~~light ~~Thomas~~of H.these ~~Werner~~risks asand uncertainties, the ~~principal~~matters ~~executive~~referred ~~officer~~to ~~(“PEO”)~~in of the ~~Company.~~forward-looking ~~Mr.~~statements ~~Werner~~contained ~~will~~in ~~continue~~this toCurrent ~~serve~~Report on Form 8-K may not in ~~his~~fact ~~capacity~~occur. asThe ~~Executive~~Company ~~Chairman~~undertakes ofno ~~the~~obligation ~~Board.~~to ~~Additionally,~~publicly onupdate ~~August~~or 4,revise ~~2024,~~any ~~Matthew~~forward-looking ~~Henry~~statement ~~was~~as ~~engaged~~a byresult ~~the~~of ~~Company~~new information, future events or otherwise, except as ~~Chief~~otherwise ~~Transformation~~required ~~Officer~~by ~~(“CTO”)~~law.

In connection with Mr. Henry’s appointments, the Company entered into an engagement letter with A&M, effective August 4, 2024 (the “Engagement Letter”), for Mr. Henry’s services to the Company. Mr. Henry will continue to be employed by A&M and will not receive any compensation directly from the Company. Under the Engagement Letter, the Company shall compensate A&M at a rate of $1,250 per hour for Mr. Henry’s services in connection with his performance as the CTO and PEO.

Mr. Henry, age 41, is a Managing Director in A&M’s North American commercial restructuring practice. Mr. Henry has been with A&M since 2008 and has successfully advised clients spanning a range of industries, including the energy industry. Prior to joining A&M, Mr. Henry worked in investment banking, advising on acquisitions by private equity and publicly traded companies. Mr. Henry holds a Bachelor’s Degree in finance from University of Nevada, Reno and a Master’s Degree in business administration from Arizona State University.

Mr. Henry does not have any family relationships with any director or executive officer of the Company, and there are no understandings or arrangements between Mr. Henry and any other person pursuant to which Mr. Henry was appointed to serve as the CTO and PEO. In addition, there have been no transactions directly or indirectly involving Mr. Henry that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7.01. Regulation FD Disclosure.

On August 5, 2024, the Company issued a press release announcing the Asset Purchase Agreement as well as the filing of the Chapter 11 Cases. A copy of this press release is attached to this Report as Exhibit 99.1.

Nasdaq Delisting Notice

The Company expects to receive a notice from The Nasdaq Stock Market (“Nasdaq”) that the Common Stock, $0.001 par value per share, of the Company (the “Common Stock”) no longer meets the eligibility requirements necessary for listing pursuant to Nasdaq Listing Rule 5110(b) as a result of the Chapter 11 Cases. If the Company receives such notice, the Company does not intend to appeal Nasdaq’s determination and, therefore, it is expected that its Common Stock will be delisted. The delisting of the Common Stock would not affect the Company’s post-petition status and does not presently change its reporting requirements under the rules of the Securities and Exchange Commission (the “SEC”).

Dissolvement of Office of the Chairman

As previously announced on February 27, 2024, the Board established an Office of the Chairman led by Mr. Werner and included other key members of the Executive Leadership Team of the Company. Effective August 2, 2024, the Board dissolved the Office of the Chairman.

Additional Information on the Chapter 11 Cases

Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company Parties’ claim agent, Epiq Corporate Restructuring, LLC (“Epiq”), at https://dm.epiq11.com/SunPower or by contacting Epiq at (888) 410-9433 (Toll Free), +1 (971) 298-7638 (International) or by e-mail at SunPowerinfo@epiqglobal.com. The documents and other information available via website or elsewhere are not part of this Current Report and shall not be deemed incorporated therein.

The information disclosed in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.

Item 8.01. Other Events.

The Company Parties caution that trading in their securities, including the Common Stock, during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. In particular, the Company expects that its equity holders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Cautionary Statement Regarding Forward-Looking Information

This Report and the exhibits hereto contain certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Company’s actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to: risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; the Company Parties’ ability to negotiate and confirm a sale of its assets under Section 363 of the Bankruptcy Code; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s liquidation, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; objections to the Company’s restructuring process or other pleadings filed that could protract the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to comply with the restrictions imposed by the terms and conditions of its financing arrangements; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; finalization of the Company’s annual and quarterly financial statements; risks relating to the delisting of the Common Stock from Nasdaq and future quotation of the Common Stock; the impact of litigation and regulatory proceedings; the impact and timing of any cost-savings measures; and other factors discussed in the Company’s Annual Report on Form 10-K/A filed with the SEC. These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.


Item 9.01.			Financial Statements and Exhibits.

Exhibit No.			Description of Exhibits
10.1			Asset Purchase Agreement, dated as of August 5, 2024, by and among Complete Solaria, Inc., as purchaser, and SunPower Corporation and its subsidiaries named therein
99.1			SunPower Press Release issued August 5, 2024
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

(d) Exhibits


Exhibit No.			Description of Exhibits
99.1			SunPower Press Release issued August 12, 2024
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNPOWER CORPORATION
August 6, 2024	By:	/S/ ELIZABETH EBY
August 12, 2024	By:	/s/ ELIZABETH EBY
	Name:	Elizabeth Eby
	Title:	Executive Vice President andChief Financial Officer

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